Frequently Asked Questions
Does ReMeLife only apply to elder care and dementia?
Yes, at the moment ReMeLife (RML) is focused on elder care and dementia. But we have been working with organisations in relation to learning disabilities, mild cognitive impairment and strokes. And we see relevance in foster care.
So, the aim is for RML to be a membership platform that serves the needs of multiple conditions as it grows in stature, membership, funding and revenues
How long has ReMe been used in the UK?
ReMe has been used for two years in the UK, mainly in care homes and day care centres, as well as in hospitals to establish an evidence base.
We have spent a lot of time getting it right, To achieve the portability of data across multiple care sectors, to achieve adoption by non-tech-savvy carers and to design a UX interface that is also engaging to consumers, has taken significant time, as has gaining NHS validation as a digital therapeutic service and all necessary certifications.
With ReMe now being used in all care sectors and having validated its usability in many international markets, ReMe is now ready to scale—to be discovered and downloaded through the end user engagement portal of ReMeLife.
About the CSO
What is a CSO?
The CSO is a new concept that is similar to a corporate promissory note or bond, with the key difference that the company that is doing the fundraising sets aside a portion of its revenue as a buy-back reserve fund to significantly reduce investor risk.
A smart contract is used to automate the CSO using a bonding curve formula for buying and selling the fractionalized units of the note/bond that we call RMLs. Except for an initial holding period generally of one year, investors can be assured of liquidity through the buyback reserve fund. Since the concept is, at its essence, a debt instrument, it does not affect the company’s cap table in order to raise funds.
For full information on the origin and nature of the CSO please view Thibauld Favre's White paper at Github
Once the CSO is set up, can the CSO be used to raise money continuously, unlike traditional fundraising mechanisms like a private equity raise which have a fixed closing and limited timeframe?
Once the CSO is set up it for ReMelife, it becomes a continuous fundraising mechanism for the company as long as the company wants to raise funds. The CSO ’s continuous nature is very attractive because it lowers the cost and resources necessary for a company who would otherwise have to set up traditional fundraising campaigns every 6-12 months.
Who can use the CSO for raising funds?
Since one of the key requirements of a CSO is a buyback reserve fund substantially built from a portion of the fundraising company’s revenue, a business like ReMeLife must have some future revenue to contribute to the buyback reserve fund in order to effectively set up a CSO . Since the CSO typically requires a minimum holding period of at least 12 months, there is time to properly fund ReMeLife's buyback reserve fund.
Are there some verticals better suited to a CSO ?
Any company with revenue can set up a CSO . The industry vertical of the company doesn’t qualify or disqualify the company to use the CSO as a fundraising source.
Since the CSO requires a smart contract, and the CSO concept is brand new, it is logical that the first companies that are likely to be most comfortable to use the CSO as a mechanism to fundraise will be technology-based businesses like ReMeLife that are comfortable with digital ledger technology commonly referred to as blockchain technology.
Is there an investor classification required?
Yes, in early days, whilst the ReMeLife CSO is subject to a regulatory sandbox and its likely limitations, the investors will likely need to be “qualified”, “accredited” or “sophisticated”. This requirement depends on the laws of the jurisdiction in which the investor is a resident and the required regulations of the jurisdiction that the CSO is based .
How do you confirm sophisticated investor status, which we assume is required?
The investor status is defined by the compliance regulations of the country of residency of the investor. The compliance regulations of the country of residence are used to confirm investor’s status. Many countries like the UK allow for self-certification of sophisticated or similar investor status.
How do you undertake KYC and AML to ensure no inappropriate secondary market use of RMLs?
Yes, this will be a likely requirement of any other jurisdiction. ReMeLife will use an established third-party KYC/AML provider to perform the requisite KYC and AML checks. There are several such providers that have international experience in this regard. Also, any secondary market exchanges formed that trade in ReMeLife's RMLs will very likely be required to do so this as well.
Furthermore, when there is a secondary market how is investor suitability monitored?
Investor suitability in a secondary market is a function of the requirements of the CSO exchange. There are numerous exchanges that plan to accept CSO derived tokens. Any CSO exchange will require extensive disclosure, KYC and AML requirements which will be outsourced to third party service providers as discussed in the previous question. The rules of the CSO exchange will also place key limitations on certain trading activities to protect against market manipulation and illegal behaviour.
How does the CSO model remove the risk of manipulation by third parties for the purpose of money laundering? i.e. organisations could be purchasing FAIRs with the end goal of transferring to fiat without an audit trail.
The risk against money laundering is significantly lower than in most traditional investment situations like in real estate and other traditional markets which are not subject to the blockchain. Within a CSO one can’t buy or sell FAIRs without meeting extensive KYC and AML regulations either inside of the CSO itself or on the CSO secondary market/exchange. And all transactions are transparent and are written to the blockchain—a transparent audit trail. The CSO smart contract and the CSO Exchange will have rules and limitations on trading (e.g. size of transaction/frequency of transactions, among others) to severely limit the possibilities of market manipulation and illegal activity.
How does the CSO model remove the risk of ‘Pump and Dump’ activity whereby large amounts are invested to artificially spike the price? By doing so a third party could manipulate the system to obtain profits.
It would be extremely difficult to effectively succeed in a “pump and dump” scheme within a CSO for the following reasons:
(1) The CSO is structured for longer term investing and not geared for unregulated speculation. There will very likely be at least a one year holding period for all CSO investors in the Malta jurisdiction and the jurisdictions that RML is considering. In order to effectuate a “pump and dump” you need to get in and out of an asset quickly which you can’t do with a significant holding period.
(2) There will also very likely be restrictions on the size of the daily, weekly, and perhaps even monthly transactions possible both in the smart contract and also on the secondary market depending upon the exact CSO exchange rules. To effectively manipulate the price or significantly profit through a “pump and dump” strategy, you need to be able to “pump” with large transactions and get the market to follow you and “dump” with large transactions within a short period of time. This will not be possible with a CSO that is properly designed that meets jurisdictional compliance and best practices.
(3) Finally, the buy and sell price of the FAIRs are automated and are based on different bonding curves—one for the “sell” and a different one for the “buy”. As such it would be extremely difficult to successfully engage in a “pump and dump” strategy—because buying and selling prices are separated.
Are CSO Smart contracts transparent?
Yes, and to lower liability and regulatory risk best practices dictate a mandatory third party audit of the CSO smart contract. In most jurisdictions, CSO s are likely to be subject to third party or government audit or certification.
Does the CSO smart contract handle KYC and AML on an automated basis and if so which company/software will handle this?
The smart contract would make an API-call to the KYC/AML third party service provider to make sure that appropriate KYC/AML requirements were met. The smart contract would be audited by a third-party systems auditor and would also likely be certified by the the appropriate regulatory authority.
What are the benefits of the CSO?
The CSO has many advantages over other means of raising money like traditional equity raise or even an ICO. Here is a comparison chart of the CSO versus other popular fundraising mechanisms such as an equity raise, ICO, IEO (Iniital Exchange Offering) or STO (Security Token Offering):
The key benefits of the CSO to the company’s key stakeholder constituencies are as follows:
- Company/Company Founder’s/CEO:
- Continuous raise: Rather than burden the founders or CEO with raising money every six months or so, the CSO , because it is continuous fundraising mechanism, diminishes the burden of the company to raise money because it remains as a fundraising mechanism for as long as it is in place–perhaps several years.
- No equity dilution: RMLs in the ReMeLife CSO are not shares in the stock of the company so there is no dilution.
c. Incentivize employees better: RMLs can be granted to employees like stock options with a vesting schedule. But unlike stock options, RMLs are liquid and can be sold by the employee (within the rules of RML grant).
- Strong investor interest because of better liquidity: Investors are very interested in investing in CSO ’s set up by good revenue generating companies because of the better liquidity of the RMLs versus equity or ICOs.
- Better liquidity: After the investor meets the holding period, typically of one year, the investor can sell his RMLs in a secondary market or as a last resort to the company’s CSO as governed by the smart contract and the price automatically calculated therein using a formula based on a bonding curve.
- Lower risk because of the buyback reserve fund: The investor’s investment risks are much lower than with an equity investment or an ICO investment because the investor can sell his/her RMLs to the buyback reserve fund which is funded usually by two streams– a small part of the investor’s investment monies and a small but significant portion of the company’s revenues. The investor’s holding period is similar to a maturity date for a promissory note or bond and that makes sure that enough money has accumulated in the buyback reserve fund to provide meaningful liquidity for the investor.
- Automated pricing because of the bonding curve: There is no subjectivity to the price for the investor to buy or sell RMLs. The spread between the buy and sell price of the company’s RMLs is determined by a formula using a bonding curve that is fixed in the smart contract.
- Better incentivization and alignment with the company’s interests: As discussed above, employees are not incentivized by stock options or tokens that may never be worth anything. Since RMLs will be liquid and have value when the employee has met the vesting schedule, the employee’s FAIRs will provide better incentivization than stock options (or tokens). This will better align the interests of the company and its employees.
- Much lower risk than equity investment or investment utilizing an ICO: As discussed above, the risk to investors is much lower than investing using traditional equity or an ICO. The need for regulation for the CSO concept is significantly diminished because of the buyback reserve fund, the automated way the buy and sell price is determined by the bonding curve and the similarity of raising money using the CSO concept to the issuance of a promissory note or bond. And there is also the possibility that the CSO is already compliant in a few jurisdictions because of the CSO ’s similarity to a promissory note or bond issuance. All of these factors diminish regulatory concern.
Are the slopes variables (b/s) already fixed? If not when will they be fixed? According to which criteria? Once fixed are they captured in the Smart Contract and therefore permanent going forward?
FAIR price calculation is determined by 2 functions (buy and sell) both curves are increasing with amount of FAIRs issued. So this rewards primarily early investors. The slope variables for the buy and sell bonding curves are fixed as part of the CSO architecture process to make sure (1) that there is sufficient “spread” between the buy and sell price to generate a healthy secondary market; and (2) that the company's profits captured in the buyback reserve fund will be sufficient to reduce investor risk and motivate investor participation. Once the slopes formulas are fixed they are captured in the Smart Contract and are permanent going forward.
Does the company buy / sell FAIRs at the same price as any other investor?
Yes, in the sense that the company buys under the same terms as other buyers. Because of how the bonding curve works, the FAIR price changes with every purchase of every FAIR so no one gets exactly the same price.
Will there be a secondary market for FAIRs?
Yes definitely. A secondary market will be the place for most transactions because of the spread between the buy and sell price and the fact that most investors want to sell their FAIRs at a price better than the price offered from the buyback reserve fund which is the buyer of last resort and will always offer a price that is worse than the one offered in the secondary market. Network Society Lab will have a CSO Exchange/ secondary market up and running with the first group of CSO s launched which include ReMeLife’s CSO. We expect there will be other exchanges as well that will trade FAIRs.
Do investors sell their RMLs back to the company, assuming there is no secondary market.
They would normally sell their RMLsto the buyback reserve fund if there is no secondary market (i.e. if there are no others that would buy their RMLs)
Can ReMeLife decide to burn RMLs or to keep /own these at current price?
ReMeLife can decide to burn the RMLs that it owns. The result would be to raise the value of investors held RMLs because there would be less number of RMLs in circulation which would result in an increase in RML price.
What about losses, will they affect fund in any way? Ie if new minted RMLs in fund are owned by company, can company sell to cash out as any other investor would do?
Company losses (or at least a string of monthly losses) might affect the psychology of the RMLs owners and they might sell their RMLs if the Company’s performance looks bad just like with share owners that own shares of a company with mounting losses. The Company can sell its RMLs but in doing so it will move the RML price lower (based on the bonding curve) so it has to be careful when it sells its RMLs so as not to motivate a sell-off of RMLs amongst the RML holders which could cause a precipitous fall in RML price.
What is cash out mechanism: always via Ether?
The cash out mechanism is whatever has been designed into the CSO — usually either some form of cryptocurrency or fiat— to ease purchasing and selling by RMLs buyers.
Is there a risk of RMLs being dumped after minimum investment period?
There is always a risk of the selling of an asset after a minimum holding period no matter what it is. To ameliorate the effects of that possibility, there will be some selling restrictions on the amount of RMLs that you can sell during defined time intervals— which is the case for many assets. And since a large holder of RMLs cannot sell his/her entire holding in one shot but has to stage his/her exit over a series of transactions, he/she will be motivated to not adversely affect the RMLs price too precipitously.
Can the smart contract ‘algorithm’, that manages the transaction and the bonding curve, be changed by the company representatives at any time? Thereby disadvantaging FAIR holders. Or is it locked up in the first block and so is unchangeable?
The smart contract cannot be changed after it is published. It is locked and unchangeable.
Will you be able to use the CSO as utility token in the future?
Even though the CSO funding mechanism is separate from the Company's utility token regime the Company plans to offer some incentivisation’s that will allow for utility token holders to benefit either directly or indirectly in buying RSLs or offering some type pf regui;atpry approved “conversion” regime for utility token holders.