Disclosure Policy
We define investor relations as “a strategic management responsibility that integrates finance, communication, marketing, and securities law compliance to enable the most effective two-way communication between a company, the financial community, and other constituencies, which ultimately contributes to a company’s securities achieving fair valuation.”
A “Client” is a company that has engaged Trifecta Digital LLC for investor relation services.
1) OBJECTIVE AND APPLICATION
a) Objective
The objective of this Disclosure Policy is to ensure that communications to the public by or on behalf of Trifecta Digital LLC (“Trifecta Digital”) are:
i) Factual and accurate;
ii) Disseminated on a timely basis and in a manner reasonably designed to provide broad, non-exclusionary distribution of information to the public; and
iii) Disseminated in compliance with the federal securities laws, including Section 17(b) of the Securities Act of 1933, applicable provisions under the Securities Exchange Act of 1934, and in compliance with the Regulation FD commission (specifically the text found in 17 C.F.R. Part 243).
b) Application
This Disclosure Policy applies to all employees, directors, contractors, temporary contract workers, clients, and other business affiliates with knowledge of Trifecta Digital’s business activity.
2) GENERAL GUIDELINES
a) Trifecta Digital Board
The Company has designated each of the following individuals 1), ADD 2) ADD as Trifecta Digital’s spokespersons (collectively, the “Board”). All public disclosures of material nonpublic information about the Clients of Trifecta Digital and communications with analysts, market professionals (e.g., securities analysts, institutional investors, investment advisors, brokers and dealers), shareholders, investors, media and other members of the public will be made by or at the direction of the Board. No other individual is authorized to disclose material nonpublic information regarding Trifecta Digital’s business activities to any third party without the express consent of one of the Board members. Trifecta Digital will maintain procedures designed to ensure that Board members are kept informed of material developments affecting Trifecta Digital’s Clients. Company representatives assigned to Trifecta Digital’s investor relations and marketing groups may respond to routine inquiries for publicly available information.
b) Approval of Public Releases
All press releases that will disclose material nonpublic information or that are directed primarily to analysts, market professionals, shareholders, investors or the financial media will be approved by the Head of Investor Relations or by a Board member prior to any public release.
3) INVESTOR RELATIONS (“IR”) RESPONSIBILITIES AND TARGET AUDIENCE
a) Trifecta Digital’s IR team has the primary responsibility for compliance with all applicable laws and regulations pertaining to the issuance and listing of any and all securities issued by the Client.
b) Target Audience
The investing public includes:
i) Institutional investors
ii) Individual investors
iii) Brokers, investment banks, rating agencies, research providers
iv) Other aggregators of information related to governance, social, or environmental aspects
c) IR Activities Include:
i) Promoting disclosure of Client results
ii) Communicating with the investing public
iii) Monitoring securities performance
iv) Proposing value-building initiatives
v) Preserving Client reputation and credibility
4) DETERMINATION OF MATERIALITY AND NEED FOR DISCLOSURE
The Trifecta Digital Board determines whether a Client’s information is material.
a) Definition of “Material” Information Examples:
Financial performance, mergers/acquisitions, bankruptcy, management changes, securities offerings, litigation, major contracts, product changes, etc.
b) Borderline decisions default to treating information as material.
5) DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION
If Trifecta Digital, a Client, or any representative discloses material nonpublic info to someone defined in section (b), Trifecta Digital must publicly disclose it:
i) Simultaneously, if intentional
ii) Promptly, if unintentional
b) Applies to persons such as:
i) Brokers/dealers
ii) Investment advisers
iii) Investment companies and affiliated persons
iv) Securities holders reasonably expected to act on the information
6) MANNER OF DISCLOSURE
a) Trifecta Digital shall disclose material nonpublic information via:
i) Press release
ii) Public forum with advance notice
iii) SEC filing
iv) Any other compliant method approved by legal counsel
v) NDA if needed and compliant
b) Applies to the same groups mentioned in 5(b).
7) TIMING OF DISCLOSURE AND MAINTAINING CONFIDENTIALITY
a) If early disclosure may harm Client negotiations, Trifecta Digital may delay release if:
i) Disclosure prejudices legitimate Client interests
ii) Confidentiality is maintained
b) The Board will control confidential information. If improper disclosure is discovered, the Board must be alerted immediately.
8) INVESTOR AND ANALYST MEETINGS AND CONFERENCES
Trifecta Digital’s IR professionals and Board may participate in conferences, site tours, and meetings to provide factual non-material or public information.
9) MARKET RUMORS AND LEAKS OF MATERIAL INFORMATION
a) If Trifecta Digital is not the source of a rumor, no comment will be made.
b) If a leak or unusual activity suggests selective disclosure, IR will release a public statement as soon as possible.
10) SOCIAL MEDIA
a) Employees may engage in online platforms, but must follow Trifecta Digital’s Social Media Policy (TBD). The company also utilizes online platforms for communication and marketing.
11) STATEMENT PREPARATION AND CONTENT
a) Completeness and Accuracy
All statements must reflect best efforts to ensure accuracy.
b) Cautionary Language
i) Forward-looking statements must include cautionary notes.
ii) Written statements must note relevant risks.
iii) Oral statements must reference recent SEC filings with risk factors.
12) Cautionary Language to Accompany Oral Statements
“Various remarks we make about future expectations, plans, and prospects of Trifecta Digital clients constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially...”
13) CONFERENCE CALLS
a) Conference calls discussing financials or significant news will be open to all and pre-announced publicly.
b) Trifecta Digital may limit Q&A participation but not overall access.
c) Calls will only occur after press releases are distributed.
d) A spokesperson will open each call by reading the cautionary language in Section 12(a)
14) EARNINGS GUIDANCE
Trifecta Digital may publicly share earnings per share guidance annually and quarterly. Guidance may be updated or suspended at any time but is not required to be. All updates will be accompanied by proper forward-looking disclosures.
15) QUIET PERIODS
Clients will observe quiet periods post-quarter until earnings are public. Authorized representatives may still attend events but must state the Client is in a quiet period and avoid disclosing financials.
16) EMPLOYEE TRAINING
All employees authorized to speak with market professionals will receive regular training on securities law and disclosure responsibilities.
17) ACCOUNTABILITY
Failure to comply with this Disclosure Policy may lead to disciplinary action for employees or termination of contractors.
18) COPYRIGHT NOTICE
All rights, including copyright, in website content and business strategies developed by Trifecta Digital are owned by Trifecta Digital. Content may only be used for personal, non-commercial purposes unless written permission is granted.
