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The Cannabis Industry: Why it Needs an “EQUA.

Today’s cannabis market is smoking hot. Startup launches abound. Consumer interest is robust. Regulatory guidance is rapidly evolving.

These trends show no sign of abating. Marijuana is fully legal in 11 U.S. states and the District of Columbia. It is medically legal and/or decriminalized in 24 others.

According to Grand View Research the global legal marijuana market is projected to reach USD 146.4 billion by the end of 2025. This has spawned a flurry of new startups worldwide.

According to Fit Small Business, the cost to launch a regulated cannabis dispensary is approximately $775,000. Annual operating costs for a regulated dispensary average are around $1.92 million annually.

As is the case with any developing industry, the cannabis space is ripe with ambitious entrepreneurs who are often still new to the business world. At the same time, there are experienced business leaders who can set the pace for the others.

With the continued evolution of the industry, heavy regulation is beginning to take hold. With oversight and conformance with state laws and regulations vital for success, startups need a single source of truth where organizational decisions and actions can be effectively facilitated through document creation, management, and cap table management tools.

An Evolving Landscape

The cannabis industry is facing a corporate governance problem. And it’s one that startups can ill afford to turn a blind eye to, given the frequently changing regulatory landscape.

Today’s cannabis businesses must maintain strict compliance with state regulations along with federal law. Often shareholder registries are managed through the use of rogue spreadsheets. Because of the human element, they are often susceptible to errors.

The issuance of new shares or options prompt updates to these registries. Many early-stage companies use convertible notes which transfer into equity based on targeted milestones. The problem with this is that these transactions don’t always occur correctly. So anytime there are discrepancies in these records, they can be very time consuming and costly to reconcile.

Given the importance of these authentic record of ownership, these errors can be problematic. If the information is incorrect or out of date, contacting shareholders to vote on major acquisitions or a sale can prove difficult.

This is where the promise of a new normal comes into the picture.

In short, Equa START endeavors to allow companies to focus on their core business while taking care of the nitty-gritty backroom stuff that they cannot achieve in terms of bandwidth, knowledge, and experience.

There are a number of ways that EquaSTART hopes to become a differentiator for cannabis companies:

Compliance:Because Equa START is an all-in-one documents platform it can help address regulatory concerns, It can also serve as a valuable tool for KYC (Know-Your-Customer) procedures.

Information Transparency: The blockchain allows for the storage of relevant corporate information (i.e., shareholder name, address, shares, etc.) all on a digital, immutable ledger. This will provide an easy way for shareholders of cannabis enterprises to register their holdings directly with the company, rather than through a broker. Moreover, a distributed ledger approach can offer greater public access to share ownership percentages, boosting the likelihood of more informed investment decisions.

Voting Transparency and Shareholder Engagement: Equa START can provide a mechanism that allows shareholders easier access to their voting rights, proxy transfers (if required), and more accurate vote tallying.

Organization and Efficiency: Equa START can mitigate the need for paper share certificates while providing an accurate documentation record of shares issuance and ownership. It can help streamline organizational processes as well as reducing asset transfer settlement times. And in some cases, counter-parties could potentially be eliminated altogether.

Conversions: Through the use of smart contracts, preferred shares could automatically be converted to common shares with each financing round. Each transaction will be recorded in the digital ledger, eliminating the need for human updates or multiple copies of shared registries.

To learn more about Equa and sign up for a free trial, please visit us at www.equa.global

What is a Corporate Entity? 1

What is a Corporate Entity?

A corporate entity is a business structure formed specifically to perform activities, such as running an enterprise or holding assets. Although it may be comprised of individual directors, officers, and shareholders, a corporation is a legal entity in and of itself.

Generally speaking, there are three general forms of legal entities through which business can be conducted: (1) sole proprietorship, (2) corporation, and (3) partnership.

There is also the limited liability company (LLC), a business structure that can integrate the pass-through taxation of a partnership or sole proprietorship with the limited liability protections of a corporation. LLC’s are technically not a corporation under state law. Rather they are legal structures that deliver jurisdictional limited liability protection to business owners.

These various forms of entities are legally able to enter into agreements or contracts, purchase property, assume obligations, open a bank account, incur and pay debts, sue and be sued in their own right, and issue stock under their business umbrella.

Businesses throughout the world utilize corporate entity structures. A corporation’s most important attribute is its limited liability provision. This allows shareholders to accrue profits through dividends and stock appreciation without being personally liable for company debt.

Establishing a Corporate Entity

Corporations are created through an incorporation process initiated by either a single shareholder or a group of shareholders with ownership rights to the corporation. This begins with the filing of Articles ofIncorporation in the state jurisdiction where the corporation is seeking to be registered.

A filing can occur in a state outside of where the corporation is located. States like Delaware, Wyoming, and Nevada have favorable incentives for companies registering in their geographic locations. These corporations, however, are required to register as a “foreign” corporation in the state where they actually reside and engage in their business operation.

In these out-of-state scenarios, a corporate entity is typically required to designate a registered agent (a person or company designated to serve as the legal contact of record).

Another benefit of corporations is their ability to provide for unending succession. So, they may technically exist in perpetuity unless dissolved.

A corporation can be set up as a non-profit, as in the case of a charity. However, the vast majority of corporations are established with the intent to provide a return for its shareholders.

To learn more about Equa and sign up for a free trial, please visit us at www.equa.global

What are Articles of Incorporation? 2

What are Articles of Incorporation?

Articles of Incorporation provide the basic legal framework by which a company operates in a particular state or jurisdiction. Considered a public record, it codifies key business activities, owner names, and stock information for the company.

For an LLC, this document is referred to as an “operating agreement.”It describes the operational activities for the company as well as owner responsibilities.

To register a business as a separate entity, Articles of Incorporation must be filed with the Secretary of State’s office in the locale in which the company intends to do business. LLC’s, however, are not required to have an operating agreement or even file one.

Each state has its own requirements for the filing of forms. Accuracy in reporting application information is critical as errors and omissions can put a business at risk for legal issues.

To learn more about Equa and sign up for a free trial, please visit us at www.equa.global

What Is SEC Rule 144? 3

What Is SEC Rule 144?

Maintaining a clean, paper trail of securities transactions is a prevailing issue for many companies. At the nexus of this is SEC Rule 144, which stipulates that certain conditions must be met in order for the sale of securities to take place.

The effective tracking of securities is vital for private companies seeking to enter the public marketplace. Steering clear of knotty compliance issues and delays pursuant to any SEC due diligence reviews is paramount.

A key qualifier for the Rule 144 exemption is meeting the holding period for each security issued prior to resale. Pursuant to the Securities Exchange Act of 1934, an issuing company that’s also a reporting company has a qualifying holding period of six months. For those companies that are not in a reporting capacity, the qualifying holding period is one year.

This holding period commences on the original issuance date of the security, irrespective of resale or conversion. Many private companies, however, fail to track and account for this on their capitalization tables. This can be problematic if an audit is ever conducted.

To learn more about Equa and sign up for a free trial, please visit us at www.equa.global

What Is an Option Pool?

An option pool consists of shares of stock reserved for employees of a private company. The option pool is a way of attracting talented employees to a startup company - if the employees help the company do well enough to go public, they will be compensated with stock. Employees who get into the startup early will usually receive a greater percentage of the option pool than employees who arrive later.

The initial size of the option pool may decrease with subsequent rounds of funding because of investors' ownership demands. The creation of an option pool will commonly dilute the founders' share in the company because investors (angels and venture capitalists) often insist on it.

KEY TAKEAWAYS

How Option Pools Are Structured

The shares that comprise an option pool typically are drawn from investor stock in the company rather than the shares earmarked for investors. This may be 15%–25% of the overall outstanding shares and may be determined when the startup receives its earliest funding round as part of the overall terms put in place.

It is also possible that a company, over the course of its development and subsequent funding rounds, may establish additional option pools after the initial one is put in place. The size of the pool may be dictated or advised by the venture backers to be a portion of the pre-money or post-money valuation of the company. Negotiations over the scope of the option pool can affect the startup’s overall price. For example, investors may want an option pool offered post-money option to be priced at the pre-money valuation, which could lower the price for the company.

Other Considerations

The shares disbursed from the option pool may be determined by the roles of the employees as well as when they are hired. For example, senior management that is brought on board near the founding of the startup may receive a percentage of the entire pool, whereas later employees in more junior roles might be granted just fractions of a percent.

The option pool grants shares that, like other types of stock options, often require a period of time before they are vested. This means the employee will not be able to benefit from these shares possibly for several years. By delaying their ability to reap monetary value from their portion of the option pool, the belief is that the employee will contribute more to the overall health and growth of the company in order to see the greatest possible gains when the shares vest.

Whenever a new business is launched, it’s long-term survival is a key aim.This is symbolized by a “Built to Last” mentality, a theme popularized by management guru Jim Collins, co-author of a popular business book by the same name.

The evolution of a business can be very ephemeral and uncertain. Moreover, poorly designed systems, mismanagement, and neglect can quickly sink a company. This symbolizes a terribly weak, fragile infrastructure. For often it’s not outside influence that destroys a company but rather inside neglect.

In his bestselling book Antifragile, author and prominent thought-leader Nassim Taleb explores a concept known as fragility through the lens of the following metaphor:

At some point, you’ve likely received a package in the mail at some point in your life marked:

FRAGILE: PLEASE HANDLE WITH CARE

But have you ever received a box that says

PLEASE MISHANDLE THIS BOX AND DROP IT?

Most likely you haven’t

In Taleb’s taxonomy, fragility reflects the inclination to ignore risks. Or to be overwhelmed in monitoring the risks in an attempt to survive and prevent disaster.

That’s the state of many companies and their document systems — they’re massively unprepared for unforeseen risks, what Taleb affectionately refers to as “Black Swan events.” An example of this would be a major compliance audit, where a company discovers major deficiencies in their document systems.

So what is the antithesis of fragile? Given that we don’t really even have a word define it, Taleb took it upon himself to invent it.

And he calls it:

ANTIFRAGILE

To approach this from an antifragile point of view means to do so with strength, wisdom, systems, and resources. This allows a company to not only survive, but prosper amidst the uncertainty, and turbulence of these events.

In explaining his own personal proclivities in terms of antifragility, Taleb is fond of saying:

“I want to live happily in a world I don’t understand.”

Skin In The Game

“Skin in the game” according to Taleb is the foundation of risk management. As he says, “The symmetry of skin in the game is a simple rule that’s necessary for fairness and justice and the ultimate BS-buster. Furthermore, he says: “Never trust anyone who doesn’t have skin in the game. Without it, fools and crooks will benefit, and their mistakes will never come back to haunt them.”

Chuck Williams, Lead Developer for Equa START and huge fan of Taleb“antifragility” model argues that business owners, investors, entrepreneurs, change-makers, innovators, creators, and builders all inherently recognize that an important attribute that should never get lost in the shuffle irrespective of how much money a company makes is the reward of a personal achievement that aligns with one’s identity. In fact, it is for this very reason, he believes, that our identity is often wrapped up in the work and projects to which we are most dedicated.

Says Williams:

“Equa enables participants to manage their portions of “skin” (identity), in the form of legally recognized equity (backed BOTH by reviewed legal documentation, and blockchain-enabled asset issuance of stock & equity agreements) and allocate these across and among multiple organizations within their networks and communities.”

According to Williams, we call this “ownership.” Being an owner of an organization, project, or even simple task, he believes, measurably improves results for EVERYONE involved.

“As an “Agreements Service Management Platform” the #1 goal of Equa is to structure, maintain, protect, solidify, communicate, and amend AGREEMENTS. In business, ALL failures and ruin can be easily traced back to failures in an agreement due to the lack of or failure to effectively execute these types of agreement activities.”

Williams goes on to note that company agreements that are not structured properly with regulators may lead to the IRS, SEC, or CFTC knocking at your door.

“Failure to maintain these filings can get you slapped with fines, or worse, shut-down by government agencies. Moreover, a lack of due diligence in protecting the authenticity of your agreements can leave you with a worthless bill of goods.”

Concludes Williams:

“Communications, finalizations, and amendment of agreements manifest as Operating Agreements, Board Meetings, and Voting activities. All of these activities are centered on keeping organization agreements alive, functional, relevant, pragmatic, and true. This greatly reduces the risk of ruin for any organization.”

Vital to the success of a growing enterprise is the effective management of employment documents. This process, however, if not structured properly, can evolve into a highly chaotic and messy proposition.

Typically under the auspices of an HR Department, the purpose of these documents is to clarify the rights, accountabilities, and expectations for successful workforce engagement. Part of the employee record, they play a critical role in ensuring consistency in how workplace policies, procedures, and practices are applied.

These are among the documents commonly used to codify an employment relationship:

At EquaStart, we believe that compliance audits along with the need for organizational risk mitigation activity underscore the need for unalterable, timestamped, single source of truth documents. Other emerging trends informing Equa’s value proposition and solutions in this space include:

Companies are increasingly employing digitally signed records and other documents tied to workplace relationships.

The growing acceptance of “electronic signatures” as so-called wet signatures.

The need for easy access and identification of a single source of truth documents for workplace compliance audits and employer-employee disputes

HR cost and productivity savings associated with advancements in the management of records and permissioned access.

In today’s dynamic business environment where workplace disputes and compliance audits are common, seamless access to properly executed documents holds great importance. Equa Start’s innovative solution fostering frictionless, single source of truth documentation represents a major leap forward in this quest.

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