Everything you need to know about Reverse Shell Mergers by Ralph Amato
This article was written by Edward H. Weave and appeared in a recent Newsletter I received from The Lebrecht Group, APLC.
Ever since the Securities and Exchange Commission (the “SEC”) amended Rule 144 of the Securities Act of 1933 (“Rule 144”) on February 15, 2008, we have noticed that during the comment phase of the application [...]
It will take at least to the end of 2008 to sort out the nuances of the changes to the revised 51-509 rule. Apparently each of the 13 provinces of Canada has their own set of unique securities laws to govern their individual province. Their securities laws are very different from the [...]
Conclusion
It is always wise to consult your SEC attorney, CPA firm and an investment banker before deciding whether to take your company public via a registration statement or reverse shell merger. Both vehicles have their pros and cons.
The investment banker will want to go the route that works best for your intended financing. [...]
Going the Reverse Merger Route
The reverse merger into an OTCBB shell process is a major shortcut to the finish line. The shell has been previously approved as a fully reporting company by the SEC and has been approved for trading by FINRA. The company will have to complete their PCAOB audit prior to [...]
iling an S1 or Form 10 Registration Statement
Step 2
Once you have satisfied all of the SEC comments your registration statement will go “effective” (approval) allowing your company to be fully reporting, but not yet trading as a public company. After you have successfully completed your SEC review you will then proceed to door #2 [...]
Filing an S1 or Form 10 Registration Statement
Step 1
If you decide file an S1 or Form 10 registration statement you will first have to establish a shareholder base of approximately forty (40) shareholders and complete your PCAOB audit. While you are accomplishing those initial steps you will also be meeting with your SEC attorney [...]
In regards to the Securities and Exchange Commission (“SEC”) issues as it relates to timing for going public the differences between using an OTCBB shell (the back door) versus filing a registration statement with the SEC your (the front door) are numerous. Going public via an S1 or Form 10 registration statement does allow [...]
While in Manhattan I spoke with several investment bankers and SEC attorneys about the future of reverse mergers and PIPE’s. Considering the plight of the economy and the swings in the financial markets the general consensus was remarkably positive. Reverse mergers have become increasing global over the last three years and they are now starting [...]
The SEC has further extended the SOX Section 404 compliance dates for non-accelerated filers and newly public companies. The extensions are intended to reduce compliance burdens by giving the SEC and PCAOB time to pursue ongoing initiatives to streamline SOX Section 404 requirements, in particular for smaller public companies. Absent this latest extension, non-accelerated filers [...]
Also Approves Electronic Filing and Changes to Form D
FOR IMMEDIATE RELEASE
2007-259
Washington, D.C., Dec. 11, 2007 – The Securities and Exchange Commission today unanimously approved changes that will give smaller companies faster and easier access to capital when they need it or market conditions are favorable.
Specifically, the Commission adopted amendments to the eligibility requirements of Form [...]
| M | T | W | T | F | S | S |
|---|---|---|---|---|---|---|
| « Jan | ||||||
| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| 8 | 9 | 10 | 11 | 12 | 13 | 14 |
| 15 | 16 | 17 | 18 | 19 | 20 | 21 |
| 22 | 23 | 24 | 25 | 26 | 27 | 28 |
| 29 | 30 | 31 | ||||