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.

NutraFuels Launches Extreme Energy Spray

COCONUT CREEK, FL, Jul 01, 2014 (Marketwired via COMTEX) — NutraFuels, Inc. (PINKSHEETS: NTFU), a manufacturer of oral spray dietary supplements, announced today that the company plans to launch its latest product, TapoutT XT Extreme Energy Oral Spray in the month of August.

Why Companies Going Public Need a Securities Lawyer

Companies going public must comply with federal and state securities laws. Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) and all state securities regulators require that all securities either be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from registration.

Securities Lawyers Gone Wild l Three-Time Felon & Lawyer Indicted

On

April 6, 2014, Texas attorney Richard Plato was  indicted  for mail fraud and securities fraud.

Plato is a disbarred attorney who has been convicted in three separate criminal cases, including money laundering and wire fraud in the collapse of a large Florida insurer.  

The indictment of Plato by a Texas grand jury is for seven counts of mail fraud and two counts of securities fraud. Richard Plato, the owner of Momentum Production Corp. of Baytown, allegedly

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

Prospectus Disclosure Requirements in Going Public Transactions

Private companies which offer and sell their securities to the public before completion of a going public transaction are subject to the same requirements under the Securities Act of 1933, as amended (the “Securities Act”) as public companies who securities to the public. Section 5 of the 1933 Act provides that an issuer may not use the mails or other means of interstate commerce to offer or sell its securities unless a registration statement is in effect under the Securities Act.

Form 3, 4 & 5 Filing Requirements l By: Brenda Hamilton Attorney

Upon completion of a going public transaction, officers, directors and certain shareholders have new rules and regulations they must comply with. These include the filing of beneficial ownership reports on Forms 3, 4 & 5. Each officer, director and 10% shareholder of a company with a class of securities registered under the Securities Act of 1934 must file a Form 3 disclosing the number of shares of the public company’s common stock he or she beneficially holdss.

The SEC’s Electronic Data Gathering and Retrieval System

Most documents filed with the Securities and Exchange Commission (the “SEC”), are required to be filed electronically using the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”). Additionally, public companies filing on EDGAR must tag their financial data using

OTC Markets Reporting l Securities Lawyer 101

Unlike securities listed on stock exchanges such as NASDAQ or the NYSE, securities may trade through the OTCMarkets interdealer quotation system whether they are Securities and Exchange Commission (“SEC”) reporting issuer or not.

There are three reporting standards for companies quoted

XBRL Interactive Data l Securitis Lawyer 101

The use of eXtensible Business Reporting Language (XBRL) interactive data is intended to improve the accessibility of financial information to investors by making the information inexpensive and easier to use.  XBRL interactive data uses a standardized set of tags to consistently identify data in embedded text.  Issuers must identify each piece of data in its financial statements according to a standard list of tags assigned to the particular type of data.  Using XBRL, the issuer must “tag” financial information so that software applications will automatically recognize the information.

By tagging the information, investors and shareholders are able to locate, download and

Ask Go Public 101 l OTC Pink Sheet l Q & A

Q. What are the benefits of  listing on the OTCMarkets OTC Pink Sheets?

 

A.  There are a couple of benefits for companies opting to list on the OTC Pink Sheets.

Pink Sheet listings are much less expensive and the disclosure requriements are less stringent than a listing on the OTCMarkets OTCQB because audited financial statements are not required.  Despite that audited financial statements are not required, issuers who publish the information required by the OTCMarkets Pink Sheet Disclosure Guideslines provide transparency to investors and comply with SEC Rule 15c-211.

 

Form 10-Q Quarterly Reports

Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act. The Exchange Act contains ongoing disclosure requirements that provide investors with current information on an ongoing basis. These include an obligation to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission (the “SEC”).

Form 10-Q is required for specified events and the reports on the form must comply with a variety of SEC disclosure

Concurrent Private and Public Offerings

Issuers often require capital during the going public process for their operations until their registration statement on Form S-1 is declared effective.  The SEC’s integration doctrine addresses the circumstances under which an issuer can raise capital while a registration statement under the Securities Act of 1933, as amended is pending.

The integration doctrine under was created to prevent companies from improperly avoiding registration by dividing a single securities offering into multiple offerings to take advantage of Securities Act exemptions that would not be available for the combined offering.  The SEC has

The Securities Attorney’s Review of Documents in Going Public Transactions

The securities laws require companies to provide disclosures during the going public process. These disclosure requirements apply to private companies going public on national securities exchanges and the OTCMarkets alike. These disclosures are typically provided on a Form S-1 registration statement.  In the going public process, issuers must generally disclose information about their business operations, financial condition, risks, management, litigation and shareholders, in addition to how many shares will be offered and at what price.

The securities lawyer’s role in the going public process varies, depending upon the size of the company, its type of business, its assets, revenues, location and other factors. Most importantly, the role is defined by whether the issuer files a registration

Securities Registration Statements in the Going Public Process

Many companies file a registration statement filing with the SEC in connection with their going public transaction.  The most commonly used registration statement form is Form S-1.

All companies may register securities on a Form S-1 registration statement. Private companies going public should be aware of the expansive disclosure

Seed Stockholders In Going Public Matters

The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting issuer.

All companies seeking public company status must meet certain requirements in order for their securities to be publicly traded. One requirement is that the issuer obtain sufficient shareholders to establish a trading market. These initial shareholders are known as “Seed Shareholders”.

The SEC’s Proxy Rules

Most public companies hold a stockholders’ meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers.  Shareholder voting on takes place either in person or by proxy.

Proxy solicitation is governed by a number of rules and regulations including: (i) state corporate law; (ii) stock exchange listing requirements; (iii) SEC