Edgetech Ventures offering complete go public services and can save the company substantial funds with our process as compared to other firms.
Advantages: A public company has more opportunities with fund companies that deal with public companies and can be more appealing to private investors to invest.
Disadvantages: A public company has more costs associated with the filing and audting requirements. The management will also be faced with a new set of challenges in running a public company with more exposure and responsibilities.
Direct Listing Process for Nasdaq OTCBB
1. The first step in going public through a self-filing will require the Company to complete a private offering under Regulation D Rule 506 in which the Company will sell shares of its stock to at least thirty five (35) investors. Completing the private offering depends on how quickly the Company can obtain the investors in a self-underwritten private placement. The amount of funds to be raised and the price per share can be determined by the Company and is generally nominal. Most registered broker-dealers that will eventually submit a Form 211 for an Over-the-Counter Bulletin Board (“OTCQB”) quotation prefer to have at least 1,500,000 shares distributed among the investors. For United States shareholders, simultaneously with the offering, state securities filings, commonly referred to as “Blue Sky” filings, must be undertaken in each state in which the offering is being sold to investors. It is my understanding that you have commenced the offering and filed the form D with the SEC and undertaken blue sky filings for the states that you have sold. Please provide me with a shareholder list to date.
2. Prior to filing the registration statement, the Company must obtain an audit of the Company’s financial statements for the past two fiscal years. Audits can be completed in a few weeks to a few months depending on the Company’s operations.
3. Upon completion of the private offering and the audit for the prior two fiscal years, an S-1 Registration Statement (or F-1 for a foreign company) must be filed with the SEC to register the shares sold in the private placement and any other unaffiliated piggyback shares. The completion of the S-1 process with the SEC will make the Company a 1934 Exchange Act reporting company, which is required in order to obtain a quotation on the OTCBB. The SEC will review the S-1 and provide comments within thirty (30) days of the filing date. Comments from the SEC typically relate to the terms of the offering, the Company’s business and its financial statements. It usually takes between 3 to 4 months for the SEC to declare the registration statement on Form S-1 effective. However, the actual amount of time will depend on the level of review and number of comments given by the SEC and the corresponding response time by the Company in filing its amendments.
4. Shortly after filing the S-1 registration statement with the SEC, the Company will engage a market maker (which we can introduce to the Company) to file a Form 211 application with FINRA for the purposes of obtaining a quotation of its common shares on the OTCBB. The timetable for approval of this process is approximately 6 weeks to 8 weeks. However, the Form 211 will not be approved until the S-1 is approved by the SEC since the approval of the S-1 provides the “free trading” shares necessary to obtain the OTCBB quotation. By filing the Form 211 almost simultaneously with the S-1, we can have the Company ready for trading once the S-1 is approved by the SEC.
