Posts Tagged ‘take company public pink sheets’

Regulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.

Rule 504, which provides an exemption for non-reporting companies unless they are “blank check” issuers or certain “shells”, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.

Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 – but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.

Rule 505 contains certain restrictions regarding “accredited investors” and non-accredited persons. The-term “accredited investor” includes:

Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.

If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer’s balance sheet (to be dated within 120 days of the start of the offering) must be audited.

Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.

Further restrictions under Rule 505 include:

The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of “accredited investors” and to 35 non-accredited persons. There are no requirements of “sophistication” or “wealth” for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus “restricted” and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.

SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated – that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term “accredited investor” is defined under Rule 505.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.

If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.

The securities sold are “restricted” under the same stipulations in Rule 505.

A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.

Accredited Investor Exemption

The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more “accredited investors.” Under Section 4(6):

The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.

The term “accredited investor” is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.

Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Private Placement Memorandum authoring and the process of taking one’s company public are services that require extensive experience and the ability to look at a deal objectively and peripherally to evaluate all the angles to enhance the ability of the client to achieve funding in a timely manner.

Many times, when I’m hired to structure a company before funding, they will be under the impression that my evaluation is a mere formality and they are ready to go. Often I’m the bearer of bad news when I have to break it to the client that their company has more holes than Swiss cheese and 30 to 60 days away from starting the fund raising process.

They will often get a second and then third opinion and usually run into the same thing before they eventually find their way back to our firm. As they call around to consulting firms they perpetually experience the ‘hard sell’ by firms who ‘need’ the business because they lack the rewards and referrals that come with cultivating each client relationship because they take on and spit out deals so fast they hardly remember their client’s name during the transaction.

This mentality dominates the larger firms because of their gargantuan overhead while the boutique firms can take a more personal approach because they have a steady flow of business and referrals because they are not stressed about bringing in the next big deal so they can meet payroll and keep their lights on. The smaller companies that focus on turnaround consulting, private placement memorandum authoring, top tier business plan writing and taking companies public usually take a one on one approach to the consulting process and will rarely pressure clients to sign on because their phone is ringing off the hook with previous clients who want to hire them for the next stage in the evolution of their company’s growth.

This business is all about relationships. Ditch the consultant that applies the high pressure sales tactics and seek out the smaller, more personalized groups that don’t ‘need’ your business but will cultivate and value it.

Investor Finder Services, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Take Your Company Public: Beware of Scams! Many entrepreneurs dream of taking their company public and expanding their venture into an international enterprise that begins to hemorrhage investment capital and profits from the get-go but then reality sets in as one begins to navigate the dingy, shark infested waters of the ‘go public’ market place.

There are consultants and boiler room penny stock misfits just waiting for you to stumble onto their site and in only a few minutes on the phone you’re reeled in and signing contracts and making wire transfers and equity disbursements and at the end of the grueling 3 to 6 month process, you’re broke, your company is in shambles and you just stand their staring off into space feeling like the boogeyman just slapped you around. Welcome to an industry where the weak are preyed upon like wolves on an injured lamb tangled in a fence.

If you are serious about going public there are some structures to stay away from because 99.9% of the time they fail. Pink Sheets and Reverse Mergers into a public shell are two formations to be very weary of. Pink Sheets are almost a completely unregulated trading platform and known by any savvy investor as the ‘red light district’ of the public trading industry. Pump ‘em and dump ‘em is the name of the game with Pink Sheets. Stock Price manipulation is as common with pink sheets as gross stench is to 5 day old road kill on a desert highway. If you are going to get involved with Pink Sheets find an attorney or consultant that can guide you around the scammers, it’s difficult to make in on the Pinks but I have heard of a few companies making it.

The next cesspool in the trading industry is ultra popular (for newbie’s) and the number one ‘big mistake’ made by countless ‘go public’ rookies, the reverse merger into a public shellouch! It even hurts to say it. I get calls on a daily basis from business owners who thought they were getting droppings of manna from heaven when a consultant suggested that they save $100,000’s and months of work by simply buying a public shell and merging their entity with it and abracadabra you’re big time and public and making millions. Sadly the reality is that this poor sap just spent $200k on an entity with liens and 15% equity distributed to a group of investors who pumped up the stock and dumped it before the ink on the contracts was dry. Now his dreams are shattered, he’s broke; his company will get stripped down and sold off in pieces like an unlocked car in the ghetto.

It’s sad when I see the same scams perpetrated on the uninformed over and over again. If you are trying to raise capital, find a consultant, objective broker dealer or attorney who will listen to your needs and before doing anything will give you the good and bad news about the various options. Taking your company public can be one of the most rewarding experiences of your career. You can purchase other companies with stock. You can use stock as collateral for quick loans to support growth. You can reward employees with shares in the company for meeting certain objectives. Go public, fulfill your dreams just use caution as you proceed.

Do you want to Take Your Company Public, then call Princeton Corporate Solutions at 267-233-0183 Go Public quickly, easily and affordably!

Going public, the ultimate in the evolution of companies who are seeking access to powerful global finance options for rapid expansion, deepening corporate roots and gaining industry prominence as a true powerhouse and player. The process of going public is technical yet pretty straight forward: business plan, Private Placement Memorandum, Direct Public Offering, Financial Audit, S-1 filing, SEC comments phase, SEC approval, FINRA approval, symbol and then you’re public.

Never price shop for consultants that take companies public and be weary of consultants that will start off a conversation by answering questions geared toward price and giving you quotes without understanding your business first; without the proper information a realistic quote can’t be given anyway.

When you’ve found a consultant that you’re comfortable with you’ll need to get a solid understanding of their full range of services. Of course you’ll want a consulting firm that will handle all of the above for your company but you’ll also need to consider the post IPO services. What happens after you’re public? The reality is, selling off stock in a rapid fashion to raise capital is the last thing you want to do, instead you need to approach your consultant and market maker on how to cross collateralize your securities to raise equity loan capital.

This can be done easily and quickly if you’ve brought on the right group of advisers to expand your company to the global public. When considering the idea of taking your company public it’s important to note that there are many ways to raise capital after you are public without selling off chunks of your company (consult your financial advisers for more information).

Next, when deciding on a consultant they should also have solid investor relationships to assist your company in raising the capital necessary to go public. A true turn-key consultant will have a database of investors seasoned in the process of pre-IPO finance and will often times jump at the chance of investing in the PPM and DPO phase at a discount for companies that are in the process of going public as this almost guarantees that the investor will double or triple their initial investment when the company achieves public status.

Out of the hundreds of consulting firms that offer the ‘take your company public’ service, there are only a dozen or so that actually offer the complete full range of services needed to successfully accomplish public status in a way that maintains investor confidence and corporate longevity. Do your research and find a firm that is well seasoned in the turbulent waters of this industry.

Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

There are many ways to use capital without using bank loans, lines of credit and other shady methods like shelf corps and bogus platform scams. If you are truly trying to raise capital for your company here are some simple breakdowns of your options with a quick definition for each one:

 PIPE: Private Investment In Public Equity this is used primarily by mutual funds and private investment firms where they buy discount stock in order to raise capital, there are two types of PIPEs traditional where common and preferred stock is issued at a set cap to raise money for the issuer and a structured pipe issues convertible debt.

 DPO: Direct Public Offering is when you sell equity shares directly to customers, suppliers and employees.

 PPM: Private Placement Memorandum is also known as an offering memorandum takes advantage of Regulation D rule exemptions 504, 505 and 506. This process came into existence with the’33 securities act and popularized in the late’80s, companies can raise money from the public via private placement; there is virtually zero interaction with the SEC after you file form d as long as you stay legal. (most popular form of fund raising).

 IPO: Initial Public Offering: extremely expensive, need SOX 404 audits, must have board of directors, quarterly financial reports to shareholders, report heavily to the SEC and 1 out of every 1000 companies that want an IPO actually qualify. I love participating in these but most companies just can’t qualify for one reason or the other.

 OTCBB: Over the Counter Bulletin Board is an electronic quote system that is the next best thing if you can’t go public via ipo, there is minimal red tape to startups and small businesses and is legitimized by the stringent ongoing reports to the SEC which keeps investor confidence high (these are extremely solid and I suggest this structure to companies when I am hired by their company or legal team as a consultant as a fast, easy way to raise big capital from the public otc)

 Pink Sheet: you can look at pink sheets as the Burger King, while the OTCBB is McDonalds, they are competing otc mechanisms. Pinks sheets are commonly referred to as penny stock and notorious for ‘pump em’ and dump em’ controversies and a lot of crooked people are involved with this platform. This is not a long term process that will allow one’s company to grow, pink sheets companies are typically short lived but it is cheap to set up but not a professional structure that could be upgraded in time to an IPO.

 Reverse Merger: a group funds the filing and creation of a public shell, they then sell that shell to a company that wants to go public, the established company merges it’s entity into the public shell. The sellers retain around 30% equity after they charge an upfront fee of 300k to 1m. 99% of reverse mergers are successful with the merger, but unsuccessful to bring them to trade and the entity basically just fizzles out.

Taking your company public is actually quite simple and inexpensive when you have the right consultant putting the structure together for you. There are countless ways to raise capital quickly and easily. It’s important that you understand your options before you waste time entering into the red tape infested banking system for a loan.

Want To Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

OK, you’re ready to take your company to the next level and your CFO and legal counsel have advised you to go public to raise capital as well as to retain some of those prize employees with stock options and to bait that new sales executive with a signing bonus made up of stock options. You’ve looked into everything from pink sheets to reverse mergers to OTCBB to IPO and you have come to the conclusion you’re going to need to take on investors so that you can afford to follow through with your plan. If you’re lacking the funds to dive right in and start creating your public structure, here is a way that just about any business can afford to go public.

First, get a real business plan. Your business plan needs to sizzle and reel in the investor and clearly paint a picture of your vision to the investor and their advisors. Next, you’ll want to raise an initial round of cash quickly so that you can afford to take your company public without hindering your current company structure with additional ancillary costs. You’re going to need something fast and affective; you should consider having a professionally authored private placement memorandum put together for your company.

If you are trying to go public via OTCBB a Regulation D Rule 504 exemption will suffice, if you are trying to achieve an IPO you’ll need to go with a Regulation D Rule 505 exemption (pink sheets and reverse mergers into shell corps are not very successful in immediate and long term success so I would suggest you stay away from these structures). Build into the PPM verbiage that you are raising an initial round of capital that will be used to take your company public. When savvy investors see that they are investing in a real, viable pre-IPO or pre-OTCBB formation you will see investors climbing out of the woodwork to give you cash if your business concept is sound.

Next you hire the consultants (usually the same firm that wrote your PPM) to start the process of taking you public. On the PPM your Mini/Maxi should allow you to use capital almost immediately to get the ball rolling on your public company. You can count on a solid OTCBB going for between $75k and $250k and an IPO going for $1M+ so have your PPM written accordingly. If you follow the path set forth above you will notice something extraordinary.

The only out of pocket expense you had was for your Private Placement Memorandum (and your business plan if you didn’t have one) and 100% of the capital needed to go public was supplied by greedy investors who are excited to invest because of the quick payoff of their investment when you go public. This process means you can literally take your company public for less than $5,000 (the typical cost of a strategic Private Placement Memorandum. This is a simple, strategic and inexpensive way to get the capital you need for your company quickly, without using your limited financial resources in the process.

Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!