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Great Ways To Raise Money Fast!
Jan 18th
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.
Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!
Why You Should Take Your Company Public
Nov 27th
There are several reasons why a company would decide to go public; here are some of the advantages. Liquidity is a popular reason for going public via OTCBB or IPO, many global lenders and private equity groups will lend against stock collateral. Private companies lose time jumping through hoops with various FICO driven line of credit and lending programs with outrageous interest rates while a public company can strategically offer stock for sale or collateral. Run a solid company with growth and a sea of content stock holders and you’ve got your own cash register to grow your company.
Another popular reason for going public is to offer stock options to key employees which creates and retains loyalty while reducing cost of compensation. There is no better way to have employees go the extra mile day in and day out than rewarding them with a piece of the company. Stock options are also a way to attract those prized executives that are in demand.
Having a public company allows massive buying power from the perspective of growth through acquisition. Find a company that is the perfect strategic alliance and buy them with company stock. This method of expansion has served the interests of top tier companies since Standard Oil.
What about those companies owned by an individual or a close knit group of entrepreneurs who are getting up there in age and need to start thinking about an exit strategy? Public companies demand higher sale prices and sell faster because of the flexibility of the structure. We could go on and on about the advantages of going public.
Start-up companies wishing to investigate this concept of fundraising you may want to consider the OTCBB, this is a solid and regulated formation to trade your stock publicly with stock holder confidence as opposed to a lesser trusted option called Pink Sheets. For corporations with some age and capital and IPO may be the best way to go, though this process is expensive and can take more than a year, it’s worth it for the right
Want to Take Your Company Public, then call Princeton Corporate Solutions at 267-233-0183 Go Public via OTCBB, IPO or PPM. We offer Complete Turn-key, affordable solutions.
Taking Your Company Public? Get Tons of Free Publicity
Nov 24th
Obtaining real, long lasting publicity for your company, book, music group or any other type of entity can be an expensive proposition when you have a firm doing it on your behalf. It can be time consuming and a technical nightmare as you have to be well rounded with the various high pr websites in the countless genres of online media so that your efforts reap true rewards.
People have found that It’s just too difficult to take on the vast process of publicity marketing themselves and have concluded to simply hire a company to take on this laborious task for them, but what if there was a way to do this on your own that made the process easier? Here are a few techniques that will get your publicity marketing campaign moving easily and quickly
First of all you need to use the element of video uploads, you can create a video with Camtasia, powerpoint or even the video camera you have on your phone. Make the video informative, solve problems for your clients, then upload it to YouTube. YouTube is the largest video traffic site online and will give you solid results. When you upload, use extremely targeted, industry specific keywords to help target your viewers.
Now, create and send out sizzling hot press releases. You can just go to Google and type in press release submission and find several sites that are high pr that you can submit to. A press release should spell out, without over selling, the unique aspects of your business to the public to raise brand awareness. Next, submit some hard hitting articles that talk about problems and solutions and useful techniques that customers of your industry would find helpful, then submit them to any of the multitude of online article directories, again, pay close attention to keywords as this is how your readers will find you.
Another great form of publicity marketing and branding are gently persuasive social and news bookmark submissions. Using bookmarking sites to get your name out there is a tremendous way to get attention and increase website traffic. You’ll create an enormous amount of back links to your site which will increase Google relativity for your site and make your brand and website more accessible to the public. These tactics will help you raise brand awareness and increase traffic quickly and they are pretty simple to facilitate. Use these techniques on a regular basis and you’ll see your brand awareness skyrocket in no time.
Hire A Professional Publicist, call us at 267-233-0183 or visit Princeton Corporate Solutions Publicity Strategies at there finest
Going Public? Get A Good Publicist
Nov 10th
With all the free article submission sites and social book marketing sites, there is no shortage of self proclaimed Publicity Marketing gurus out there. Sadly most of these companies are fly by nights seeking quick profits without the true experience and ability to actually perform the task they were hired for.
Many of the on and offline publicity companies are simply resellers for various vendors as well as back link and submission builder sites. The problem is, with a service that is 100% outsourced the company you’re hiring doesn’t have a real understanding of how to put a solid, long-term plan together that will reap fast and ongoing results that will raise name awareness, increase website traffic and brand you as an industry expert.
Before you contact with a publicity marketing firm, prequalify them by asking the following questions: First, What genres of online publicity marketing do they cover? Here is the information you need.
For a credible campaign that has short and long-term results the firm must cover online video submission to multiple high PR video sharing sites using targeted long tail key phrases, press releases to a minimum of 20 sites that specifically brand you as an industry expert to gain legitimacy, keyword targeted links on social and news book marketing sites that provide good content to the online community an create a legion of back links to your site and photo marketing which is an ultra powerful yet highly ignored form of marketing by the inexperienced online publicity marketing fraternity.
These are the bare minimum characteristics of a solid branding and publicity marketing campaign that will yield both direct response results as well as long term publicity and branding results that will launch your company light years ahead of any other website or brick and mortar company in your industry niche.
Want to find out more about Real Publicity Marketing That Packs a Punch, then visit Princeton Corporate Solutions’ site on how to choose the best Publicist and more
How To Go Public
Nov 10th
Raising funds has become quite a chore in this depressing economic state so entrepreneurs are thinking outside the box when it comes to obtaining funds for their start-up corporations or businesses in expansion. Institutional lenders are a thing of the past, liberal hedge fund lenders are a mere cast skin of what they once were and with the massive infiltration of scams like shelf corporations and public shells leave the minds of individuals trying to raise funds in perpetual skeptic mode. Though the banks have brought small and medium size business lending to a screeching halt, there are still various turnkey methods that one can facilitate in order to raise the optimal amount of funds needed to pursue their venture.
Have you ever considered taking your company public? Don’t be scared off by the nightmare stories of needing millions in financial backing or the critical and ultra costly SOX 404 audits that can make or break your efforts. There are several ways to raise public capital in a cost effective and rapid turnaround process. If you are considering a public offering in the United States, your options are OTCBB, Pink Sheets, Reverse Merger (not recommended), IPO and Private Placement Memorandum. Obviously the IPO is the most sought after method of raising public funds but it is the most expensive and longest route to funding. OTCBB and Pink Sheets are a great way to raise capital without the expense of an IPO but be prepared to battle investor skepticism and ‘pump ‘em and dump ‘em’ securities scrappers who can have you on cloud nine and swimming in a surplus of cash one day and broke as a joke the next.
The next method that one will run into on their trek to raise capital is the mysterious reverse merger into a public shell. You’ll hear many entrepreneurs talk about this method but few actually understand the intricacies of this process and sadly don’t realize it’s high failure rate until they are sitting alone at their office at 2 am holding their head in their hands when faced with the reality that 99.9% of reverse mergers into shell companies don’t work and they just threw away $200k.
The safest, cheapest and quickest way to raise capital from the public is by way of Regulation D exemption rules 504, 505 and 506. This process is also referred to as a Private Placement Memorandum, Private Placement Memo, Offering Memorandum or PPM. After simply having a professional business plan authored and geared toward raising capital with a PPM, the next step is to see a professional about the Regulation D facilitation. You can pay $20k to an attorney or you can spend around $5k to use a consultant, most companies choose the later. After you’ve had the PPM docs customized, you’re ready to go! Most Private Placement Memorandums only take 2 weeks to put together and file (form d) with the SEC office and then you’re off to the races!
PPM’s are becoming more and more popular as informed entrepreneurs are seeking capital but want to hold on to a majority share of their company. If you are trying to raise capital for your small or medium size business or wish to increase your company value exponentially in an expedient manner, start looking into having a Private Placement Memorandum authored for your company. It is absolutely the fastest and easiest way to raise capital for your business without all the expense and red tape of other public fund raising processes.
Want to find out more about Taking Your Company Public, then visit Princeton Corporate Solutions’ site or call 267-233-0183. Go Public fast and easy!
Taking Your Company Public Only Works With The Right Publicity
Nov 8th
As a website publicist I’m always hearing about the latest and greatest way to get my client’s brand out to the public in an orderly yet expedient manner. Fly-by-night methods and organizations come and go, yet the original promotional concepts that yield that greatest results are still at the forefront of the publicity industry, they’ve just evolved and taken a different shape.
Catering to the mental triggers of the populace while weaving a web of information and post hypnotic cues through the cynical conscious minds to the unconscious faculty of legions of oblivious targets (oops! I mean ‘potential customers’) is still the name of the game. Television, the visual stimulus that fed exhausted, lackluster minds with a temporary, emotional escape from reality has been replaced by web-mercials and the fast pace of viral media.
The left brained minds that would gather facts on industry, politics and special interest concepts once supplied by the New Yorker and the New York Times is now replaced by the 24/7 information tornado of Web 2.0. Those colorful ads in Time and the Sunday paper have been overshadowed by interactive flash ads that cater to the senses of sight and sound. And of course the idiot radio DJ that would spit out grotesque and perverted one-liners while simultaneously converting the listeners mind matter to mush has been replaced by special interest audio and video Podcasts.
The reactions and actions of the population have kept the same structure, but the adaptability and ability to absorb messages has evolved. When marketing to the masses the path to the decision making sector of the mind is still initiated with a single stimulus such as an image, sound or scent. When the attention is attracted, keep that initial stimuli active like the hypnotic dance of the cobra, then use the other senses to input messages for instant or future action, in most cases this action is a purchase.
Using television and AM/MF to promote a business on a shoestring or unlimited budget is like passing up a brand new luxury sedan for a 1985 Hyundai. These methods are out of date and should only be used as modest forms of passive branding while the heavy lifting of promotional branding and call to action publicity marketing should be done with online video, social and news bookmarking, press release distribution, blogging, unique article distribution, Podcasts and other innovative white-hat methods that cater to habits of modern man.
Want to find out more about Publicity Marketing, then visit Princeton Corporate Solutions website at Princeton Corporate Solutions
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