We specialize in helping companies go public through a direct public offering, which is an initial public offering without an investment banking firm being involved. Contact us with any questions.

Contact us at 516-509-8132 to learn more about taking a company public.

The process has a fairly tight time range. It can’t be completed too quickly because of the various complex steps that need to be handled sequentially rather than concurrently. However, an experienced IPO team can ensure the timeline is kept to a minimum.

Contact us at 516-509-8132 for more information.

Private companies must:

> prepare their accounting statements,
> obtain an audit from a qualified accounting firm,
> draft a registration statement,
> file the registration statement with the Securities and Exchange Commission,
> address all SEC comments,
> satisfy blue sky requirements for secondary trading,
> obtain DTC eligibility,
> submit an application with the relevant stock exchange,
> address all exchange comments and
> begin trading.

Sounds easy, but it’s a complex process with many details and issues that need to be properly addressed.

You can do it yourself or you can engage our services to help you. Contact us at 516-509-8132 for more information.

If you are already contemplating a private placement, it would be in your best interest to learn about and consider the benefits of a direct public offering. Benefits include: lower cost of capital, broader access to capital, faster time to raise capital and less dilution. There are no revenue, income, asset or other traditional requirements to go public, In fact, going public can help you achieve many milestones faster, easier and at less overall cost. Any legitimate company with the capital to cover the going public process can go public.

Call us at no cost or obligation for more information at 516-509-8132 or send us a message using the form to the right.

—————————–

Regulation D contains the rules describing how companies can raise investment without registering the securities being offered with the Securities and Exchange Commission. Most people refer to the Regulation D rules as the “private placement” rules.

There are three exemptions from securities registration within Regulation D:

> Rule 504.

This rule allows companies to raise up to $1 million as long as it is a legitimate business and is not already subject to SEC reporting requirements. General advertising is permitted as long as the offers are made only to accredited investors. However, many states have rules which effectively minimize or eliminate the opportunity to use Rule 504 to comply with their rules.

> Rule 505.

This rule allows companies to raise up to $5 million by offering stock for sale to accredited investors and up to 35 non-accredited investors. Sales must be made on a private basis and general solicitation is prohibited. Audited financial statements may be required depending on the offering.

> Rule 506.

This rule allows companies to raise an unlimited amount of capital by offering stock to accredited investors only. Non-accredited investors may not be offered and may not purchase shares in a Rule 506 offering. Contrary to common belief, a private placement memorandum is not required.

Additional details about Regulation D can be found here.

——-

We assist private companies with private placements (typically Regulation D, Rule 506 offerings to accredited investors) as part of the process to go public. If you would like to speak to us about direct public offerings, initial public offerings or reverse mergers; please contact us at 516-509-8132.

The initial listing requirements are as follows:
> 200,000 shares in the public float
> 200 round lot public shareholder (100 shares)
> $2 million in market value of the listed securites
> 2 market makers
> $1.00 bid price
> $1 million in equity or $5 million in assets
> 1 year operating history
> Sufficient working capital for next 12 months
> Basic corporate governance requirements

We can assist your private company become publicly listed on the BX Venture Market. Contact us at 516-509-8132 for more information.

We believe crowd funding can significantly help small to medium size companies raise investment capital for opportunities where commercial banks, investment banks, venture capital firms and angel investors might not participate. Crowd funding can lead to a boom in entrepreneurship, innovation and employment.

For crowd funding to be successful and balance public interest, we support the requirement for entrepreneurs to (a) file a Form D with the Securities and Exchange Commission and (b) provide all investors with information otherwise found in an S-1 (or S-11) registration statement including audited financial statements. Furthermore, we do not believe that securities sold in crowd funding offerings should be freely traded and that such securities must be registered with the Securities and Exchange Commission before being publicly traded.

It presently appears that securities regulators and government officials are leaning towards prohibiting crowd funding as a means to protect the general public from fraud. We would argue that clear rules and regulations as well as very stiff penalties including prison time for any persons found guilty of misrepresenting or omitting any material facts in crowd funding offerings would help to limit fraud.