Structure & compliance
Every Alya raise is a conventional royalty financing wearing modern infrastructure. This page describes the structure plainly, so your lawyers can interrogate it quickly.
Each financing runs through a dedicated special-purpose vehicle formed for that raise alone. Investor funds and royalty flows never commingle across companies. The SPV holds the royalty agreement with your company; investors hold interests in the SPV.
A negotiated percentage of future product revenue, for a defined term, with caps agreed up front. No equity, no board seat, no governance rights, no repayment if the product never generates revenue. The contract is conventional — enforceable royalty agreements have financed pharmaceutical development for decades.
Interests are issued as digital securities on ERC-3643, the open institutional standard for permissioned tokens. Identity is bound to every holding: only verified, eligible investors can hold or receive interests, and transfer restrictions are enforced by the infrastructure itself, not by promises. This is compliance software, not cryptocurrency.
Offerings are structured under Regulation S, the U.S. safe harbour for offerings made outside the United States to non-U.S. persons. Reg S governs the U.S. side. Distribution in each investor's own jurisdiction is handled separately, under that jurisdiction's rules, with licensed intermediaries engaged wherever required.
Every investor is identity-verified and screened before subscribing, and holdings remain bound to verified identities for the life of the instrument. There is no anonymous ownership at any point.
The issuing company retains all equity, all board seats and all intellectual property. Royalty investors have contractual rights to their revenue share and reporting — and no rights to anything else.
Alya structures each transaction with securities counsel and licensed partners in the relevant jurisdictions. Specific structures vary by transaction and investor base; definitive terms live in the offering documentation, not on this page.
We would rather answer hard questions before the term sheet than after.