Private Market Secondary Liquidity Engine

Principal workflows

• Request: A shareholder submits a proposed transfer through the portal, with the shares, price, proposed buyer and supporting documents, and the Engine checks it against the restrictions the company has configured.
• Rights and notices: Where the company or investors hold a right of first refusal or co-sale rights, the Engine prepares the notices, tracks the election periods set in the agreements, and records each election or waiver.
• Buyer eligibility: The buyer completes onboarding in the portal, and the company's eligibility rules are applied before the transfer can be approved.
• Approve and settle: The company approves the transfer, transaction documents are signed, and settlement is coordinated with the escrow or settlement agent. Once the agent confirms, the cap table is updated and new certificates or book entries are issued.

Who uses it

• General counsel and legal teams at venture-backed private companies
• Equity and stock plan administrators who keep the cap table
• CFOs who manage company liquidity programs and tender offers
• Investors and funds that hold rights of first refusal or co-sale rights
• Boards and auditors who need a record of every approved transfer

Reporting

• Open transfers by stage and next deadline
• ROFR and co-sale elections and waivers
• Settlements awaiting confirmation
• Cap table by class and holder as of any date
• Holder of record counts and the effect of pending transfers
• Secondary activity, prices and volumes for the board

Features

• Transfer restriction rules: Lock-ups, blackout periods, permitted transferees and restricted share classes configured from your governing documents and applied to every request.
• ROFR and co-sale tracking: Notices, election periods, exercises and waivers for every holder of a right, with dates counted from the terms you configure.
• Cap table of record: Holdings by class and holder, updated from settled transfers, with each change linked to the transaction that caused it.
• Buyer onboarding: Buyer entity details, investor status evidence and signatory information collected through the portal.
• Holder count monitoring: Holders of record counted by class, so the company sees how a transfer affects its Section 12(g) position before approving it.
• Document assembly: Transfer notices, waivers and stock transfer agreements produced from your counsel's templates for review and signature.
• Settlement coordination: Settlement instructions and confirmations exchanged with your escrow or settlement agent, with no funds passing through Moraph.
• Company liquidity programs: Run a company-sponsored program or tender offer window with eligibility, allocation and a single approval for the batch.
• Price and volume history: Approved transfer prices and volumes by class kept for the company's own valuation and board reporting.
• Approval workflow: Legal review, eligibility decision and board or officer approval as separate recorded steps.
• Shareholder portal: Sellers, buyers and rights holders see only their own transactions, notices and documents.
• Complete transaction record: Every request, notice, election, approval and settlement step kept with dates and documents, exportable for the board and auditors.

Integrations

• Equity management system: Where you keep the cap table in another system, holdings are imported and settled transfers exported back to it.
• Transfer agent: For companies that use a transfer agent, approved transfers and the agent's records are reconciled.
• Escrow or settlement agent: Settlement instructions and confirmations exchanged with the bank, escrow agent or broker-dealer you appoint to move funds and shares.
• E-signature: Notices, waivers and transfer agreements sent for signature through your e-signature provider, with signed copies stored on the transaction.
• Identity and sanctions screening: Buyer identity verification and sanctions screening through the provider you already use.
• Single sign-on: Company staff sign in through your identity provider (SAML or OpenID Connect).
• Work API: Transaction status, prices and volumes available to your data warehouse and reporting tools through the Moraph Work API.

Deployment

• Moraph cloud: Hosted and operated by Moraph in the United States region. United Kingdom and Australia regions are available on request.
• Dedicated environment: A single-tenant environment for companies whose policies require isolation, scoped in the proposal.
• Branded portal: The shareholder portal can carry your company's name and domain.

Security and privacy

• Single sign-on: Company staff sign in through your identity provider, so your password and multi-factor policies apply.
• Role-based access: What each person can see and do follows their role; external participants see only their own transactions.
• No funds held: Moraph does not hold funds or securities; payment and delivery move through the agent you appoint.
• Encryption and keys: Client data is encrypted, with keys Moraph staff cannot use without explicit, time-bound authorization.
• Complete audit trail: Every request, notice, election, approval and cap table change is logged with the person and time, and cannot be edited.
• Data residency: Data stays in the hosting region you choose: the United States, the United Kingdom or Australia.

Limitations

• Moraph is not a broker-dealer, exchange, alternative trading system or transfer agent, and does not find buyers, match orders or recommend prices.
• Moraph does not hold funds or securities. Payment and delivery are handled by the escrow or settlement agent you appoint.
• The Engine applies the restrictions and rights your counsel configures; whether a transfer is permitted, and whether a securities exemption is available, are legal decisions for the company and its counsel.
• Buyer accredited investor status is evidenced by documents the buyer provides and reviewed by your team; the Engine does not verify it independently.
• It is not a valuation tool. Price history is recorded for your own use and does not determine fair value.
• Sanctions screening and identity verification use the provider you already have.
• It is designed for US private companies. Transfers governed by other countries' laws need review by your counsel before configuration.
• Tax reporting and withholding on employee sales remain with the company and its payroll and tax advisers.

Next steps

Book a demonstration or a technical briefing at www.moraph.com/solutions/private-market-secondary-liquidity-engine. Purchasing routes and company information: www.moraph.com/how-to-buy.