IPO & Public Market Services
Our go public team has decades of investment banking expertise in all areas important to companies going public, including but not limited to private equity, private placements, PIPEs, preferred offerings, and other funding methods, acquisition and merger transactions, public shell reverse mergers, corporate and securities law, investor relations, IR/PR, and more.
With MD Capital Advisors, Inc., your company can go public on the OTCBB efficiently and affordably. We can help you achieve this by either a direct filing or a reverse merger into a public shell. The method of going public by direct filings without an underwriter is known as a self underwritten initial public offering (“IPO”), or direct IPO.
Going public without an underwriter is exactly the same as a conventional IPO, except that money is not raised by an underwriter during the IPO process. However, many companies raise money themselves just before or during the IPO process through a private offering. The other alternative is a reverse merger with an already trading “public company shell”.
MD Capital is a consulting firm and not compensated for raising capital and we do not price or negotiate your transaction for you, but we do assist your management team and board on the process of going public. Please read our FAQs for more information.
Entrepreneurs have looked forward to the day when they could freely raise capital for emerging businesses over the internet without having to register securities with federal or state securities regulators. The recently adopted Jumpstart Our Business Startups Act (“JOBS Act”) provides a statutory structure for how this may be done, but it cannot be used until the Securities and Exchange Commission (“SEC”) adopts enabling rules.
MD Capital Advisors, Inc. is closely following and monitoring the JOBS Act and SEC rules related to Crowdfunding. The crowdfunding provisions of the JOBS Act are complex and leave significant aspects to clarification and refinement by the SEC. The Act directs the SEC to revise its rules relating to Rule 506 offerings within 90 days of the date of enactment of the Act and to adopt enabling rules for crowdfunding within 270 days of that date. Thus, small businesses cannot legally raise capital over the internet under this new legislation until the SEC rulemaking process has been completed, and the SEC’s work backlog is currently such that it may not meet the rule making deadlines Congress established under the statute.6
Please note that raising capital over the internet before the SEC rules have been promulgated could lead to sanctions by state or federal securities regulators, which might disqualify the violator for up to ten years from being associated with a business that seeks to raise capital through either Rule 5067 or crowdfunding.8
Once the rules are established, MD Capital Advisors, Inc. can work with you and your team on crowdfunding and position your company for IPO or follow on investment.
1 H. R. 3606, One Hundred Twelfth Congress of the United States of America, Second Session.
2 JOBS Act, Section 201(a)(1).
3 JOBS Act, Title III, also known as the “Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012,” or the “CROWDFUND Act.” JOBS Act, Section 301.
4 JOBS Act, Section 302(b), amending the Securities Act of 1933 by adding Section 4A(a)(2). Also, as to funding portals, Section 304(a)(1), amending the Securities Exchange Act of 1934 by adding Section 3(h)(1)(B).
5 JOBS Act, Section 302(b), amending the Securities Act of 1933 by adding Section 4A(a)(1).
6 At the date of this writing (the first week of April, 2012), the SEC has still not adopted rules to implement the rule amendments for disqualification of felons and other “bad actors” from Rule 506 offerings mandated to be effective by July 21, 2011 by Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”).
Information provided by SEC attorneys and based on research from Mike Liles, Jr.