How Does A Company Go Public?

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 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 financial condition.

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 Sheets.

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 listing.

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. If you would like to learn more about how to Go Public, please contact us at info@securitieslawyer101.com and tell us about your company and its needs.

Our founder is frequently engaged as counsel to other lawyers for securities law matters including to assist them with clients wishing to go public. Our founder has testified as a witness for the Securities & Exchange Commission and is frequently consulted as an expert by local and national media about going public and securities law.

For further information, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real South, Suite 202 North, Boca Raton, Florida, (561) 416-8956, or by email at info@securitieslawyer101.com. This securities law Q&A is provided as a general informational service to clients and friends of Hamilton & Associates Law Group, P.A. and should not be construed as, and does not constitute legal advice on any specific matter, nor does this create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar results.

How Does A Company Go Public?

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 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 financial condition.

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 Sheets.

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 listing.

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. If you would like to learn more about how to Go Public, please contact us at info@securitieslawyer101.com and tell us about your company and its needs.

Our founder is frequently engaged as counsel to other lawyers for securities law matters including to assist them with clients wishing to go public. Our founder has testified as a witness for the Securities & Exchange Commission and is frequently consulted as an expert by local and national media about going public and securities law.

For further information, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real South, Suite 202 North, Boca Raton, Florida, (561) 416-8956, or by email at info@securitieslawyer101.com. This securities law Q&A is provided as a general informational service to clients and friends of Hamilton & Associates Law Group, P.A. and should not be construed as, and does not constitute legal advice on any specific matter, nor does this create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar results.

How Does A Company Go Public?

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 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 financial condition.

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 Sheets.

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 listing.

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. If you would like to learn more about how to Go Public, please contact us at info@securitieslawyer101.com and tell us about your company and its needs.

Our founder is frequently engaged as counsel to other lawyers for securities law matters including to assist them with clients wishing to go public. Our founder has testified as a witness for the Securities & Exchange Commission and is frequently consulted as an expert by local and national media about going public and securities law.

For further information, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real South, Suite 202 North, Boca Raton, Florida, (561) 416-8956, or by email at info@securitieslawyer101.com. This securities law Q&A is provided as a general informational service to clients and friends of Hamilton & Associates Law Group, P.A. and should not be construed as, and does not constitute legal advice on any specific matter, nor does this create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar results.

The SEC’s Cross-Border Security Swap Rules

Securities Lawyer 101

The Securities and Exchange Commission (the “SEC”) adopted the first of a series of rules and guidance on cross-border security-based swap activities for market participants.

The SEC will use the new rules to finalizing the remaining proposals.

Securities Lawyers Gone Wild – Todd A. Duckson

On June 2, 2014, the Securities and Exchange Commission (the “SEC”) announced that, on June 27, 2014, Judge Donovan W. Frank, of the U.S. District Court in St. Paul, Minnesota, issued an Opinion and Order imposing sanctions against securities lawyer Todd A. Duckson, a Minneapolis, Minnesota attorney, Capital Solutions Monthly Income Fund, LP, a Minneapolis-based real estate lending fund (the “Fund”), and Transactional Finance Fund

The Exchange Act Lawyer’s Role In Going Public Matters

The Securities Exchange Act of 1934 (the “Securities Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies; as well as securities self regulatory

The Laws That Apply to a Direct Public Offering

Direct Public Offering Blog Series

An issuer conducting a registered direct public offering is subject to three federal securities laws, each with its own unique requirements.  These are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (”Sarbanes-Oxley”).

Fund Manager Brian Callahan Pleads Guilty In $96 Million Ponzi Scheme

On April 29, 2014, Brian Callahan pleaded guilty to one count of securities fraud and one count of wire fraud for operating a $96 million Ponzi scheme through his various

SEC Charges Hedge Fund Manager l Brenda Hamilton Attorney

On April 4, 2014, the Securities and Exchange Commission filed suit in United States District Court in Dallas, Texas, alleging that, from October 2009 to June 2012, Matthew D. Sample of San Diego, California used his hedge fund to raise almost $1 million from five investors based on representations

Reverse Mergers l The Game Changers

Shell brokers continue to tout the virtues of reverse merger transactions, despite recent rule changes that eliminate many if not all of the benefits once conferred by them. Seeking to persuade clients to use their services, these promoters often securities lawyers hark back to the glory days of the reverse

Direct Public Offerings l Registration Statements l Securities Lawyer 101

Private companies seeking to go public often use a direct public offering (“Direct Public Offering”).  Unlike an Initial Public Offering (“IPO”), a Direct Public Offering allows an

Use of Form S-1 Proceeds In SEC Registration Statements l Securities Lawyer 101

Companies going public have several options in how to structure their transaction when registering securities with the Securities and Exchange Commission (“SEC”).  They can seek to raise capital using the registration or they can simply register shares on behalf of existing shareholders.  If the

Summary Financial Information in Form S-1 Registration Statements l Securities Lawyer 101

Under the JOBS Act, an Emerging Growth Company may provide two years of summary financial data in its SEC registration statement or for the period from the date of the company’s inception, if shorter, and any interim periods that are included in the financial statements.

 

Registration statement attorneys should stress to issuer’s going public that the purpose of Selected Financial Information in the Form S-1 or other Registration Statement is to highlight certain significant information and trends of the issuer’s financial condition and operations.

 

Summary  financial information is derived from financial

Going Public Insights l 2014

There have always been multiple ways that a private company could obtain public company status. In 2013, changes resulting from the JOBS Act, made going public transactions an appealing option for private companies seeking to raise capital. Rule 506(c) allows companies to conduct private placements prior to going public to offset their going public costs. In going public transactions, these privately placed shares are registered on Form S-1 and become the public float.

 

One traditional method of going public remains an Initial Public Offering (“IPO”).  The  IPO is rarely used by small companies as most will not  meet the

Direct Public Offering Checklist

For companies that have a reasonable time schedule for going public, a direct public offering provides an appealing option.  In direct public offering, a company’s shares are sold directly to investors by management, rather than through an underwriter.   A direct public offering dramatically reduces the costs and risks associated with a reverse merger.  Companies using a direct public offering in their going public transaction should consider these pointers.

Stockholders Requirements in Direct Public Offerings.

The Financial Industry Regulatory Authority (“FINRA”) requires that a company’s securities develop an orderly and liquid market.  To meet this requirement you must have a shareholder base of at least 20 non-affiliated stockholders who have somewhat

SEC Charges Hedge Fund Manager l Securities Lawyer 101 Blog

On April 4, 2014, the Securities and Exchange Commission filed suit in United States District Court in Dallas, Texas, alleging that, from October 2009 to June 2012, Matthew D. Sample of San Diego, California raised almost $1 million from five investors based on representations that he would use their money to trade on the investors’ behalf. Instead, the Commission alleges that he fraudulently
diverted approximately one-third of the money for his personal use and to make payments to other

SEC Charges Ponzi Scheme Operator Using YouTube l Securities Lawyer 101

On April 8, 2014, the Securities and Exchange Commission announced fraud charges and an asset freeze against the operators of a South Florida-based Ponzi scheme targeting investors through YouTube videos and selling them investments in a product called virtual concierge machines (VCMs)
that would purportedly generate guaranteed returns of 300 to 500 percent in four years.  In a parallel

Pocket Games Form S-1 Registration Statement Is Effective l Securities Lawyer 101

Pocket Games, Inc., a mobile game developer, announced today that the Company’s Form S-1 registration statement has been declared effective
by the Securities Exchange Commission (the “SEC”). Pocket Games, Inc is now a reporting company

Direct Public Offerings and Alternative Going Public Structures

Private companies seeking to go public often use a direct public offering (“Direct Public Offering”).  Unlike an Initial Public Offering (“IPO”), a Direct Public Offering allows an issuer to sell its shares

How Crowdfunding Impacts Going Public Transactions

With initial public offerings (“IPOs”) in decline since the economic crisis of 2008 due to their high cost and uncertain success, more and more companies wishing to go access our public markets have turned to direct public offerings. A direct public offering, like an IPO, allows companies to raise capital and to create a shareholder base without using an underwriter or other middleman.  Crowdfunding can assist in this process.