OTC NEXUS is a recent addition to our service offerings. Due to our founder’s experience in (a) creating a U.S. public company from inception/incorporation through to it trading on the OTCBB with a shareholder base of more than 13,000 public shareholders and a market capitalization exceeding $150 million USD, and (b) being President, Chief Executive Officer and Chairman of two other U.S. public companies, one of which today is chaired by one of Canada’s most successful technology entrepreneurs; we have begun offering assistance to companies that want to go public in the U.S. Please read our FAQ below or contact us.
1. What does “going public” mean? Going public is a process in which a business owned by one or more individuals (usually less then 50) is converted into a business owned by many. Being public means that companies can offer equity securities and debt to the general public.
2. Can any company go public? Yes! A company does not need any minimum level of sales, profits or assets to become public.
3. Why would I want my company to become a public company? Having a public company and being public has its advantages and disadvantages and is not for everyone. Some of the advantages include access to the public markets to raise funds, liquidity for you and your other shareholders, prestige, using your public stock to make acquisitions and providing an exit strategy to attract investors.
4. I’ve heard the term IPO. What exactly is an IPO? An initial public offering (IPO) is the first sale of a private company’s common shares to public investors. The main purpose of an IPO is to raise capital for the corporation and usually involves the services of an investment banking firm. While IPO’s are effective at raising capital, the vast majority of companies will not meet the asset, income, growth, revenue or capital requirement standards that many investment banking firms have. IPO’s also impose heavy legal compliance and reporting requirements and are a costly undertaking. We do not assist companies in initial public offerings and/or raising capital.
5. Do you have to do an IPO to go public? No you don’t. There are also two other ways that most companies use. They are:1. The direct public offering (DPO) – The direct public offering (DPO) is exactly the same as an IPO and is the least expensive way to go public. The advantage is that that there is no investment banking firm involved in the process and any legitimate company can go public this way. It’s not only fast but it also allows the owners to retain the maximum percentage of ownership and there are no asset, income, growth, revenue or capital requirement requirements. 2. The reverse merger – A “reverse merger” is a method by which a private company goes public by merging into a company that is already publicly traded. The publicly traded corporation is called a “shell” since all that exists of the original company is its corporate shell structure with no operations. The private company obtains the majority of the public company’s issued and outstanding shares (usually 90%) and will usually change the name of the public corporation to its own name. The new merged entity will then appoint and elect its own management and Board of Directors. By merging into such an entity, a private company becomes public. A disadvantage of this method is it is costly and there may be hidden liabilities and the new management will have no prior relationship with any of the shareholders in the “public float”. These shareholders could start selling their stock into the market once they see the stock trading again.
6. Do you need an underwriter to do a Direct Public Offering? No, there is no underwriter involved in a Direct Public Offering.
7. If I decide to take my company public can I get it listed on one of the major exchanges? Yes if your company meets their rigid qualifications. Major stock exchanges like the NASDAQ and the NYSE have strick requirements for companies to trade on their exchanges. The NASDAQ, for example, has three sets of listing requirements. A company must meet at least one of the three requirement sets, as well as the main rules for all companies. These include: a) Each company must have a minimum of 1.1 million publicly-traded shares upon listing. Shares held by officers, directors or any beneficial owners of more then 10% of the company do not count. b) The minimum bid price of the stock upon listing must be at least $5. c) Companies must also have at least 400 shareholders holding at least 100 shares each. For a list of all of the requirements please visit the NASDAQ website.
8. If my company does not have the necessary qualifications to go public on one of the major exchanges what can I do? You can take your company public on the Over-the-Counter Market (OTC).
9. What is the OTC? The term “Over-the-Counter” refers to stocks that are not trading on a stock exchange such as the NASDAQ, NYSE or American Stock Exchange (AMEX). Generally companies that trade their stocks on the OTC market cannot meet the requirements to trade on one of the major exchanges. However some strong companies that can trade on the major exchanges choose instead to trade on the OTC market because of the costly fees and regulatory and administrative burden that the major exchanges impose on them. Companies can either trade on the Over-the-Counter Bulletin Board (OTCBB) or the Pink Sheets. Neither of these networks is an exchange, in fact, they describe themselves as providers of pricing information for securities.
10. What is the OTCBB? The OTC Bulletin Board® (OTCBB) is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (OTC) equity securities. An OTC equity security generally is any equity that is not listed or traded on NASDAQ® or a national securities exchange. OTCBB securities include national, regional, and foreign equity issues, warrants, units, American Depositary Receipts (ADRs), and Direct Participation Programs (DPPs). Unlike the national security exchanges there are no minimum quantitative standards (assets, revenues, etc.) which must be met by an issuer for its securities to be quoted on the OTCBB. Companies however, must be current in their reports that are required to be filed with the SEC and other regulatory authorities.
11. What are the Pink Sheets? The Pink Sheets® LLC is the leading provider of pricing and financial information for the over-the-counter (OTC) securities markets. They provide products and services that increase the transparency of information available in the OTC (Over-the-Counter) markets so as to make them more efficient for all participants. Their centralized information network includes services are designed to benefit market makers, issuers, brokers and OTC investors. Pink Sheets information enhances the efficiency of OTC trading, provides better executions for OTC investors and improves the capital formation process for OTC issuers.The origins of the Pink Sheets go back to 1904, when the National Quotation Bureau began as a paper-based, inter-dealer quotation service linking competing market makers in OTC securities across the country. Since that time, the Pink Sheets have been the central resource for trading information in OTC stocks and bonds.
12. Are there any requirements to get listed on the OTCBB? There is no minimum level of sales, profits or assets to become public on the OTCBB. However companies do require audited financials statements to get listed. They also have ongoing filing and reporting requirements with the SEC and the NASD.
13. Are there any requirements to get listed on the Pink Sheets? There are no audits, asset or revenue requirements and no periodic SEC reporting for Pink Sheet listed companies.
14. Does EVOVE assist companies in going public on the Pink Sheets? No. We only assist companies going public on the OTCBB.
15. What does it cost to go public on the OTCBB? In most cases we can take a company public on the Pink Sheets for less than $70,000 USD. Variations are primarily due to our client’s being either unresponsive or ill-prepared – time is money. You, our client, are required (a) to have your financial statements current and in compliance with US GAAP (Generally Accepted Accounting Principles) – you will need to send the auditor copies of bank statements, expense receipts, sales invoices, workpapers, etc. – from the time of inception/incorporation until the end of the most recent quarter, and (b) a well documented and referenced business plan.
16. What percentage of my company do I give up to go public on the OTCBB? Almost always less than 33%, which leaves you the founder with super majority or 66.67%.
17. Are there any ongoing costs once we’re public on the OTCBB? Yes! You will be required to file a number of reports including unaudited quarterly financials and audited annual financials. We can assist you in maintaining your reporting status in good standing for less than $12,000 USD per year, in addition to legal and accounting (auditing/bookkeeping) expenses.
18. How long does it take to go public on the OTCBB? It generally takes twelve months from start to finish.
19. What do I do now? If you are interested in taking your company public on the OTCBB, please contact us.