|
ROADMAP
Public Companies that we work with are "Reporting." Reporting public companies are required to provide audited financial statements and make filings with the Securities and Exchange Commission. Reporting public companies can be listed on the NASD's OTC Bulletin Board, NASDAQ or any other stock exchange, because they have already filed an SEC registration statement and completed the review process. Since the public corporation has an OTC Bulletin Board listing, there is no risk of a private company spending money and not becoming public. There is no SEC review involved in a Reporting public company merger. The public entity is purchased and transaction closed concurrently.
Below is a detailed outline of the steps that must be taken in order to close a reverse listing transaction and the responsible party for completion of each.
|
ACTION
|
DONE BY
|
PAID BY*
|
|
Execute LOI
|
Both
|
|
| Prepare and file 8-K | Pubco | Private
|
| Prepare definitive share exchange agreement | Pubco |
|
| Prepare schedules to definitive share exchange agreement | Both |
|
| Board approval of definitive share exchange agreement | Both |
|
| Execute definitive share exchange agreement | Both |
|
| Prepare and file 8-K | Pubco | Private
|
| Shareholder notice, consent and dissenter rights | Private | Private
|
| Prepare and file Schedule 14F for change in majority of board - must file 10 days before closing | Pubco | Private
|
| When 10 days is up, notify transfer agent to mail 14F | Pubco | Private
|
| If share exchange agreement calls for any action requiring shareholder vote of Pubco, i.e. - name change, change in capital structure, etc. - must file 20 days before closing | Pubco | Private
|
| Close share exchange | Both |
|
| Officers and directors of Pubco resign and new directors and officers installed | Both |
|
| Execute any other agreements required under share exchange, i.e. _____ contract, Investor Relations, promissory notes, etc.; | Pubco | Private
|
| Also related SEC filings, such as S-8 | |
|
| Prepare and file 8-K | Pubco | Private
|
| Notice to transfer agent to issue stock - Note: all stock issued in share exchange is restricted under 144; holding period starts day of closing | Pubco | Private
|
|
|
POST CLOSING
|
| |
| Private assumes all debts and obligations of Pubco | Pubco | Private
| | File 8-K with audit of private and pro forma financials as required by the SEC no more than 75 days after closing | Pubco | Private
| | File 13G's for more than 5% beneficial owners | Pubco | Private
| | File Form 3's for all officers, directors and 5% stockholders | Pubco | Private
| | Continue filing periodic and annual reports with SEC | Pubco | Private
| | NASDAQ or AMEX listing application (if desired: optional for additional fee) | Pubco | Private
| | Secure outside director | Pubco | Private
| | Establish audit committee and audit committee charter and procedures | Pubco | Private
|
|
|
