Phase 1; Preparation
- 1.a Manhattan Street Capital (MSC) helps you to decide, which funding method would be the best fit for your company, it depends on several different factors. Get legal advice on the details. We can recommend you to a securities lawyer. Select a marketing agency that will manage your 360° marketing campaign. We will introduce you to experienced marketing agencies.If the company's consumer appeal is not clear, we may recommend doing a RegA+Audition(TM) prior to the offering.
- 1.b Connect with NYSE/NASDAQ senior management to get their requirements for the offering to list. Manhattan Street Capital (MSC) make this introduction.
- 2.a The company decides if to use an underwriter. MSC will make introductions to appropriate broker-dealers and underwriters, and advise the company on viable terms. If yes, contract with them.
- 2.b MSC introduces the company to Auditor with experience in Reg A+. The company selects, contracts, with the auditor and gets the audit underway. This item is critical path because the initial SEC filing cannot be started until the two-year audit is complete. Audit duration will depend on the structure and how new the company is. ~30 to 120 days likely.
- 2.c Introduction by MSC to a practiced legal service provider for the Form 1-A SEC filing. The company executes the contract and gets them started. SEC filing can take 90 days when conducted well with rapid responses to SEC questions. Work starts while the audit is ongoing.(The SEC qualification depends on several factors, it can take longer than the estimated time.)
- 3.a Form 1-A Filing with SEC, in parallel with the Marketing agency building the offering pitch on Manhattan Street Capital, video, PR, graphics, social media accounts.
- 3.b The company selects and contracts with the marketing agency. Preparation will take ~90 days, work done in parallel with SEC filing.
- 3.c Select and contract with, Transfer Agent, Escrow Agent/bank. MSC will introduce. 30 days in parallel.
Phase 2, Execution, post Audit
- 4.a SEC Qualify filing and the company go live to investors through underwriter on MSC. Start the acceptance of capital. ~Audit+ 90 days
- 4.b Interview and select Market Makers, who will work to stabilize the stock price once it is trading on the NASDAQ or NYSE. (There is only one Market Maker needed at the NYSE)
- 5. First Closing when $ raise is sufficient, judged by the company if it exceeds SEC Qualified minimum. The initial escrow fund deposits are transferred to the company's accounts. The SEC will Qualify offerings with zero minimum in many cases.
- 6. Offering continues. When the company decides it has raised enough capital, but no more than the maximum $ the SEC qualified. This time duration will depend on the success rate of converting interested contacts and of the roadshow.
- 7. List on NYSE or NASDAQ. When the company has raised more than the minimum for listing with more than enough investors (usually more than 300 or 400), attorney files Form 8-A with the SEC at which point the company lists and goes live on the NYSE or NASDAQ. ~Audit+ 120-150 days
It is not necessary to use a broker-dealer but all the Reg A+ IPOs to date have done so. There are many aspects of the schedule that are adjustable according to confidence.
Rod Turner is the founder and CEO of Manhattan Street Capital, the #1 Growth Capital marketplace for mature startups and mid-sized companies to raise capital using Regulation A+. Turner has played a key role in building successful companies including Symantec/Norton (SYMC), Ashton Tate, MicroPort, Knowledge Adventure and more. He is an experienced investor who has built a Venture Capital business (Irvine Ventures) and has made angel and mezzanine investments in companies such as Bloom, Amyris (AMRS), Ask Jeeves and eASIC.
Manhattan Street Capital, 5694 Mission Center Rd, Suite 602-468, San Diego, CA 92108.