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tips for direct public offerings
Going Public can involve a variety of structures depending upon each company's specific needs.
Companies seeking to Go Public can involve an Initial Public Offering (IPO), Direct Public Offering
(DPO), Form 10 transaction, Slow Public Offering and/or a Reverse Merger. It is critical that
companies seeking public company status select the right going public attorneys for their
transaction. A skilled going public attorney can assist issuers seeking to "Go Public" without an
underwriter or reverse merger by using a Direct Public Offering and obtaining their own stock
ticker symbol. This holds true for company seeking to Go Public on the NYSE, AMEX, NASDAQ,
OTC Markets OTCQB, OTCQX or OTC Pink Sheets.
Going Public Eligibility, Listing & Requirements
The OTC Markets OTCQB, OTCQX and/or OTC Pink Sheets have NO asset and NO revenue
requirements for going public. Numerous small businesses go public first on either the OTC
Markets OTCQB or the OTC Pink Sheets, then uplist to higher market or exchange. Moving from
private to public company status can be structured numerous ways and to determine which
method is the best, a company must consider a variety of factors including the amount of capital
needed, resources available, the number of shareholders it has, skills of its management and its
Some issuers interested in going public conduct a Direct Public Offering so they can begin trading
on the OTC Markets OTC Pink Sheets because of the cost and management time required for
Securities and Exchange Commission (SEC) reporting. To list on the OTC Markets OTC Pink
Sheets, there are NO audits or periodic SEC reports. For companies with the required
shareholder base and unrestricted securities, an OTC Pink Sheet listing is a viable solution. A
company can initially begin trading on the OTC Pink Sheets if they want to Go Public quickly and,
if they choose, can trade on the OTCQB later at a later time if they qualify with minimal effort. The
OTC Pink Sheets provides many companies with an effective going public strategy. A skilled
Direct Public Offering attorney can assist the company with a direct listing on the OTC Pink
Going Public Structures
There are a variety of ways of Going Public each with its unique benefits and risks. One way for a
company to Go Public is by conducting an Initial Public Offering with an underwriter. Companies
can also go public using a direct public offering without a underwriter. But these are only two
common structures. There are many other methods including the Slow Public Offering and the
Form 10 transactions. Both Slow Public Offering and Form 10 transactions can be structured
numerous ways. Only a skilled Going Public attorney can assist the company in determining the
most time and cost effective method.
Regardless of the structure, Going Public assists companies in their raising capital endeavors.
Many investors seek to become seed shareholders in Going Public transactions. Once public, the
company can transition into larger securities offerings.
We assist companies in the transition from private to public company status and in structuring
their subsequent securities offering.
Regardless of the structure chosen for the going public transaction, the company must meet the
requirements of the Financial Industry Regulatory Authority as well as the Securities and
Exchange Commission. While the SEC oversees the securities registration statement process
and SEC reporting, it is FINRA that assigns ticker symbols.
Going Public on the OTC Markets is ideal for small companies that may not be large enough to
attract an underwriter for their IPO and/or those that don't need to raise capital immediately, but
instead chose to transition into public company reporting.
Going Public To Status to Raise Capital
Public companies offer investors something very few private companies can offer – an exit
strategy. Investors in companies seeking to go public have an exit strategy through the public
markets upon completion of the company's going public transaction. Private companies may seek
to go public because of the many benefits of public company status, such as increased valuation,
using public stock as currency to acquire other companies and assets, liquidity, and to reduce the
need for expensive venture capital and other financing terms available to private companies.
There is no question, it is easier to raise capital. Once you become public it gives a company
credibility and a trading price to serve as a benchmark to raise capital.
The securities of public companies are typically valued much higher than their private
counterparts. So, what many sophisticated CEO's and CFO's do is Go Public without
simultaneously raising capital and thus receive a higher valuation and benchmark stock trading
price. Then, as a public company, the company conducts an offering providing their old and new
investors with an exit strategy.
The Truth about Reverse Mergers and Public Shells
Private companies are sometimes advised to Go Public using a Reverse Merger with a Public
Shell. A Reverse Merger with a Public Shell is risky, costly and more often than not is not an
effective means of obtaining legitimate public company status. The most important reason for
avoiding a Reverse Merger with a Public Shell is that Public Shell companies are more often than
not vehicles for fraud and legitimate investors avoid Reverse Merger issuers like the plague.
Despite what shell purveyors may tell you, Public Shell companies do not speed up the process of
Going Public. In fact, hundreds of individuals associated with Public Shells and reverse mergers
have been the subject of criminal and civil charges, including many lawyers.
Yes, Your Company Can Go Public
Many of our clients ask the question, "does my company qualify to go public?" Any company,
including foreign companies, can Go Public in the U.S. and access the capital markets. If
structured properly, companies do not have to meet asset or income requirements to Go Public.
Any company will qualify for public company status if they have the right Going Public team.
Once deciding to Go Public, companies should select their target going public venue such as on a
stock exchange, Over-the-Counter Bulletin Board (OTCBB), OTC Markets OTCQB, OTCQX, OTC
Pinks and NASDAQ. Regardless of where you chose to list your company, we can assist with
Learn More about Becoming a Public Company
We have published numerous reports, Q & A's and newsletters addressing such topics as the
going public process & taking a company public, private placements, accredited crowdfunding,
intrastate crowdfunding, public shell company rule changes, investment banking, public shell
corporations, corporate finance, corporate hijackings, going public methods after the JOBS Act,
stock exchanges listings and reverse mergers and acquisitions.
Experience & Skill Matters
When Going Public, you want the confidence of a firm founded by an experienced Securities
Attorney with over 15 years of securities law and Going Public transactions.
We will assist your company in going public on the NASDAQ, OTC Markets OTCQX, OTCQB, or
OTC Pink Sheets. A publicly traded company is a valuable and prestigious entity that comes with
benefits as well as responsibilities. We are a leading provider of Going Public services for small
and midsized companies.