Your company is growing. Now you are ready to start raising serious capital and you here the public fund raising markets. Here are the basics of your S-1 filing. Know the lingo before you hire a consultant. Because companies must adhere strictly to SEC regulations, initial prospectuses are similar in their organization. Each S-1 generally consists of the following sections:
Front Section — An S-1 contains a small amount of information not available in a prospectus. In this first section, you can quickly find the issuing company’s phone number and get a vague sense of the future offering price.
Cover/Inside Cover — The prospectus cover outlines the general terms of the offering, including names of the underwriters, number of shares offered, and pricing information. The actual share price is absent from a prospectus until the day of the offering.
Prospectus Summary — Here you will find a brief synopsis of the company’s business and history, a modest discussion of the change in capitalization to occur as a result of the offering, and a useful summary of financial information covering the last five years, if available. If you are screening prospectuses for investment ideas, start here.
Risk Factors — After you have read a few prospectuses, you will become familiar with the “usual suspects” in this section, including “Possible Volatility of Stock,” “Limited History of operations,” “Dilution,” and “Dependence on Key Personnel.” Nevertheless, this section is a worthwhile read to be sure that you understand the challenges facing the company’s management. The discussion of competition can be sobering, but it can also provide a means to compare the value of the issuer against the financial performance and market valuation of its competitors.
Taking your company public should be an exciting and revitalizing time. Don’t take unnecessary risks, hire a consulting firm who can streamline this process and deliver the results you’ll need for success!
Need S-1 Filing Info? , call Princeton Corporate Solutions at 267-233-0183 the easy way!
Easily Find And Secure: Angel Investors, Private Investors, Institutional Investors And More! Raising capital for a start-up, corporation in expansion mode or a company in virtually any position presents it’s challenges and roadblocks. There has been no period in recent history that can simulate the difficulties that current entrepreneurs and executives are having when trying to achieve the procurement of venture capital. The standards have become more stringent and the cross-collateralization of personal and corporate assets as security for loans has virtually become a mandatory prerequisite for any type of funding, equity or loan based.
When initiating the process of raising capital one should take into consideration the use of a combination of funding options such as but not limited to: traditional venture capital, bank institutional, institutional equity investment, hedge fund lenders, private money lending, angel equity and loan investment, a private placement memorandum as the mechanism for raising capital distributed in shares, international equity based funding, the reality of taking your small business public on the OTCBB and many other concepts of capital raising that can be placed into a simultaneous strategy.
It’s a common mistake among entrepreneurs and executives to place all of their attention and time into one singular aspect of the above funding concepts. Instead, you should pick a multi pronged approach and go after multiple genres of financing for your business. Some avenues will yield success, some will not but you are more likely to achieve incremental funding successes as oppose to one gargantuan, be all and end all finance victory.
To achieve funding you’ll need to be able to contact multiple finance sources to start the ball rolling. Find online membership database sites that are owned and operated by professionals in the venture capital industry.
There is a big difference between a generalized database of possible lenders and a strategic database of success driven finance solutions. Find the most cutting edge, full range database on the web and join them.
Do You Need Financing For Your Business? Do You Need , then visit Angel Funding Project’s site and find the best In The Industry.
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.
, call Princeton Corporate Solutions at 267-233-0183 the easy way!
Whether you’re trying to raise debt or equity capital there are still certain unwritten rules that apply that cater to the mentality of today’s investor and funding community. Certainly there are scores of private placement memorandum and business plan chop shops that wouldn’t know how to properly consult with your company or write a fundable document even if they wanted to but they will gladly take your money to throw together a template and try to pass it off as custom work.
The issue is this, it’s not necessarily the consultant, though these fly-by-nights shoulder a large portion of the blame, but the client usually doesn’t even have the proper structure in place to attract a funding source even if they had the most incredible PPM and business ever to hit the venture capital marketplace. Here is a simple (very basic) way to evaluate your company to find out if you are properly structured to attract capital. Have a corporate meeting and ask yourselves the following questions: What type of corporate structure do you have and why did you choose that particular structure? Break down your executive infrastructure, where do your individual executives stand in your industry, do the unthinkable, Google everyone’s names; are the people running your company real industry players? Are all the basic positions accounted for (president, CFO, controller etc)? Next, look at your advisory board and board of directors. If by some miraculous act of God you actually have these two groups represented in your company, how did you qualify them? Sorry but if you have an attorney on your board because he’s, um…well, an attorney, that’s not good enough.
You need an industry specific legal guru who not only spells out the intricacies of your business genre’s regulation but they must also be actively qualifying potential strategic partnerships as alliances for your company. He should be reaching into his client base and actively picking companies that could enhance your company in distribution or in any other way that will have a profitable outcome for all involved. Each of the members must be serving a similar purpose.
Next, on what criteria are you basing your share price or loan amount? If you don’t have a clear cut ‘use of proceeds’ model, you need one. This and many, many other questions need to be asked before you are actually ready to raise capital and in all reality, until your corporate structure is in place you shouldn’t even attempt to write a business plan or a private placement memorandum. If you are serious about setting up your company to attract investors you need a turnaround consultant, you can’t do this on your own. There is an entire industry that centers around structuring companies for their first and ongoing capital raise.
Before you blackball your company by prematurely attempting to raise capital, the critical concepts you need to keep in mind are (precisely in this order): corporate structure, infrastructure, advisory board, board of directors, use of proceeds, business plan, private placement memorandum, investor finder, funding. Look at each aspect listed here as its own item, break it down and analyze every minute aspect of each element and look at everything objectively and eventually your company will evolve into a structure that is fundable and stabilized for years to come.
For Corporate Turnaround Services or , call Princeton Corporate Solutions at 267-233-0183 the easy way!
Whether you’re trying to raise debt or equity capital there are still certain unwritten rules that apply that cater to the mentality of today’s investor and funding community. Certainly there are scores of private placement memorandum and business plan chop shops that wouldn’t know how to properly consult with your company or write a fundable document even if they wanted to but they will gladly take your money to throw together a template and try to pass it off as custom work.
The issue is this, it’s not necessarily the consultant, though these fly-by-nights shoulder a large portion of the blame, but the client usually doesn’t even have the proper structure in place to attract a funding source even if they had the most incredible PPM and business ever to hit the venture capital marketplace. Here is a simple (very basic) way to evaluate your company to find out if you are properly structured to attract capital. Have a corporate meeting and ask yourselves the following questions: What type of corporate structure do you have and why did you choose that particular structure? Break down your executive infrastructure, where do your individual executives stand in your industry, do the unthinkable, Google everyone’s names; are the people running your company real industry players? Are all the basic positions accounted for (president, CFO, controller etc)? Next, look at your advisory board and board of directors. If by some miraculous act of God you actually have these two groups represented in your company, how did you qualify them? Sorry but if you have an attorney on your board because he’s, um…well, an attorney, that’s not good enough.
You need an industry specific legal guru who not only spells out the intricacies of your business genre’s regulation but they must also be actively qualifying potential strategic partnerships as alliances for your company. He should be reaching into his client base and actively picking companies that could enhance your company in distribution or in any other way that will have a profitable outcome for all involved. Each of the members must be serving a similar purpose.
Next, on what criteria are you basing your share price or loan amount? If you don’t have a clear cut ‘use of proceeds’ model, you need one. This and many, many other questions need to be asked before you are actually ready to raise capital and in all reality, until your corporate structure is in place you shouldn’t even attempt to write a business plan or a private placement memorandum. If you are serious about setting up your company to attract investors you need a turnaround consultant, you can’t do this on your own. There is an entire industry that centers around structuring companies for their first and ongoing capital raise.
Before you blackball your company by prematurely attempting to raise capital, the critical concepts you need to keep in mind are (precisely in this order): corporate structure, infrastructure, advisory board, board of directors, use of proceeds, business plan, private placement memorandum, investor finder, funding. Look at each aspect listed here as its own item, break it down and analyze every minute aspect of each element and look at everything objectively and eventually your company will evolve into a structure that is fundable and stabilized for years to come.
For Corporate Consulting or , call Princeton Corporate Solutions at 267-233-0183 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.
, call Princeton Corporate Solutions at 267-233-0183 the easy way!
categories: take your company public,otcbb,pink sheets,princeton corporate solutions,james scott,PIPE,DPO,princetoncorporatesolutions.com,IPO,reverse merger,private placement memorandum,investor finder
The psychological profile of business proprietors and entrepreneurs in general boasts the critical ‘Risk Taker’ element which allows one to take the leap from the financial security of a 9 – 5 job to the dicey waters of action based, success based income generation meaning: No Sales = No Money and No Food.
Many of these risk takers function within the realm of right brain communicative as opposed to left brain analytical which passes over the critical detail oriented solutions that are mandatory for raising capital. It is crucial for someone of this profile to hire a professional to come in and cross the t’s and dot the i’s in preparation for corporate fundraising efforts. After this is facilitated the entrepreneur needs to prepare mentally and emotionally for the turbulent road ahead.
Raising capital is no easy task and after the company is properly structured and you have an investor finder service, market maker or broker dealer in place to sell or promote your funding cause, you must step back, take a deep breath and prepare yourself mentally and emotionally. This preparation should start with the concept of ‘objectivity’ when you talk to investors, some will love your business model while others see an investment in your company as a waste of time. You must take these critiques, good and bad with a grain of salt. Don’t get caught up in the habit of emotionally reacting to these ideas from outside sources, don’t allow your mind to attach itself to an investor’s idea of your company or it will drive you insane and you’ll find that these emotional ups and downs will find their way home as your family will quickly be affected by your emotional fluctuation.
The second thing you must do is read and absorb the knowledge in such books as “The 48 Laws of Power” and “The 33 Strategies of War” by Robert Greene and of course “The Art of War” by Sun Tzu. These books deal with strategy that can easily be translated into the business world and can help you prepare mentally for the art of fund-raising. Read these books cover to cover and then read them again. Absorb the intricacies and strategies that these books offer and make it a point to use these concepts in your daily professional life; believe me, you’ll be glad you did.
The next thing you want to do is to study great strategists like Napoleon and Machiavelli. One thing that you will realize almost instantly is that these investors are out for their own gain, period (Why wouldn’t they?). They will try to attract your attention with the right hand while their left hand is reaching in your financial records looking for chinks in your corporate armor to make their case for more equity for less investment. You need to be able to analyze, not just the words of the investor but also all the other elements of their expression such as: intonation, facial gestures, eye movement, standing and sitting positions and other ‘tells’ that can give you an insight to what they are truly trying to communicate so you can anticipate their next move. These are just a few things to consider before entering the world of venture capital. Raising money for a business is a daunting task only to the unprepared.
, call Princeton Corporate Solutions at 267-233-0183 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.
, call Princeton Corporate Solutions at 267-233-0183 the easy way!
categories: take your company public,go public,how to go public,take my company public,company go public,how to take your company public,otcbb,pink sheets,PIPE,DPO,PPM,IPO,princeton corporate solutions
The psychological profile of business proprietors and entrepreneurs in general boasts the critical ‘Risk Taker’ element which allows one to take the leap from the financial security of a 9 – 5 job to the dicey waters of action based, success based income generation meaning: No Sales = No Money and No Food.
Many of these risk takers function within the realm of right brain communicative as opposed to left brain analytical which passes over the critical detail oriented solutions that are mandatory for raising capital. It is crucial for someone of this profile to hire a professional to come in and cross the t’s and dot the i’s in preparation for corporate fundraising efforts. After this is facilitated the entrepreneur needs to prepare mentally and emotionally for the turbulent road ahead.
Raising capital is no easy task and after the company is properly structured and you have an investor finder service, market maker or broker dealer in place to sell or promote your funding cause, you must step back, take a deep breath and prepare yourself mentally and emotionally. This preparation should start with the concept of ‘objectivity’ when you talk to investors, some will love your business model while others see an investment in your company as a waste of time. You must take these critiques, good and bad with a grain of salt. Don’t get caught up in the habit of emotionally reacting to these ideas from outside sources, don’t allow your mind to attach itself to an investor’s idea of your company or it will drive you insane and you’ll find that these emotional ups and downs will find their way home as your family will quickly be affected by your emotional fluctuation.
The second thing you must do is read and absorb the knowledge in such books as “The 48 Laws of Power” and “The 33 Strategies of War” by Robert Greene and of course “The Art of War” by Sun Tzu. These books deal with strategy that can easily be translated into the business world and can help you prepare mentally for the art of fundraising. Read these books cover to cover and then read them again. Absorb the intricacies and strategies that these books offer and make it a point to use these concepts in your daily professional life; believe me, you’ll be glad you did.
The next thing you want to do is to study great strategists like Napoleon and Machiavelli. One thing that you will realize almost instantly is that these investors are out for their own gain, period (Why wouldn’t they?). They will try to attract your attention with the right hand while their left hand is reaching in your financial records looking for chinks in your corporate armor to make their case for more equity for less investment. You need to be able to analyze, not just the words of the investor but also all the other elements of their expression such as: intonation, facial gestures, eye movement, standing and sitting positions and other ‘tells’ that can give you an insight to what they are truly trying to communicate so you can anticipate their next move. These are just a few things to consider before entering the world of venture capital. Raising money for a business is a daunting task only to the unprepared.
, call Princeton Corporate Solutions at 267-233-0183 the easy way!
Are you trying to raise capital for your start-up or corporation in expansion? Have you exhausted your traditional institutional sources and hedge fund contacts? Don’t lose hope just yet! First of all, take all those pamphlets and brochures from banks and other traditional lenders that are lying all over your desk and toss them in the trash…they are absolutely useless.
Banks don’t have your company’s best interest in mind as they are hardly even staying afloat in this economy. Today’s institutional financier isn’t qualified to run a bath let alone a bank. Don’t put your future in the untested hands of a 20 something knucklehead. After you’ve tossed all that useless info in the trash, clear your head and then look at your company and ask yourself a few tough questions: Is your company invest-able? Do you and your executive staff have a pedigree that investors deem as seasoned enough to take their money and make affective use of it and not lose it? What proprietary concepts/technology/patents do you have that give you a larger market share with the proper cash infusion? What is your current capital/debt situation?
If, after pondering these questions you’ve come to the conclusion you honestly, truly have something worth pursuing then the next step is to look at the reality that your company is worthy of a public offering. Stay away from Pink Sheets and be weary of reverse mergers and in reality your company won’t qualify for the NASDAQ so the quickest way to raise public capital is the OTCBB (over the counter bulletin boards).
OTCBB is an SEC regulated platform that has a solid investor following and market makers that can effectively promote your stock to rapidly raise capital. Don’t let these difficult economic times steal your dreams of corporate prosperity and personal growth.
If you have a solid business concept, there is a way to fund it. Look into the OTCBB, it’s your best bet for an inexpensive public offering with a direct path to long term funding.
, call Princeton Corporate Solutions at 267-233-0183 the easy way!