Click here to read this article written by Rod Turner for Forbes.
The week ending June 16th, 2017 was an illustrious one for the Regulation A+ business as a whole and for companies monitoring Reg A+ to assess if they will use it for their own IPO. We are right at the two-year point since Reg A+ became effective for the first time, which makes the timing of these two IPOs a rather good pivot point for Regulation A+ awareness.
Literally, in the space of one week we have experienced two milestone Reg A+ IPOs: the first IPO to list on the NASDAQ:(ADOM) and the first Reg A+ IPO to list on the NYSE:(MYO) .
Last week I wrote an article about the NYSE Reg A+ IPO which took place onMonday. Here I explore how the ADOM IPO to the NASDAQ worked and the lessons that we can learn from it - ADOM listed on Thursday, June 15th just three days after the NYSE IPO.
The Adomani offering was driven primarily by Boustead Securities as the lead underwriter, with Network 1 Financial providing the retail and market-maker broker-dealer roles. The offering raised a total of $14.4 mill, with some proceeds going to selling insiders. The per investor minimum was $500. The offering was a Tier 2 Regulation A+.
Adomani Inc is a B2B company that provides state of the art electric power conversions using lithium batteries to fleets operating buses and large trucks. This is a business that has fundamental appeal to investors that take the time to assess the market potential of the business model.
Consumer appeal is there to some extent - people like and endorse that the company is reducing carbon use and reducing greenhouse gas production. Many school buses are getting upgraded to electric power by Adomani, and there again we see a consumer investor appeal – cleaning the air that children breathe in their school bus is good too. Worthwhile noting is that it is far more difficult to generate consumer investor enthusiasm when main street investors are one step removed from the company’s products as is the case here.
To me, this makes the Adomani IPO all the more interesting because it seems that the lions-share of the investors that participated in the Reg A+ were brought to the table by Boustead. This is what we want to see when an underwriter takes on an offering, but in most cases to date broker-dealers have tended to get truly proactive only when Reg A+ offerings have already shown themselves to be successful with rapid online consumer investment momentum.
Daniel McClory, Head of Capital Markets for Boustead said “Our approach is to pre-qualify companies at the S-1 (conventional IPO) level and then determine which capital raising method to use. For the right companies, Reg A+ is faster and less expensive than a regular IPO”
I am impressed that Boustead drove the offering with a determined approach from the beginning, rather than waiting for the retail investor momentum to prove the viability of the offering before engaging. They exceeded their minimum raise in just four days live to investors, which implies both significant enthusiasm from investors and a lot of front-loaded work to generate demand by the Boustead team.
Boustead Securities founder and CEO, Keith Moore, said “When we added Daniel McClory to our team in 2016 his experience of success with underwritten IPOs rounded out our skill-set. We are willing and capable of conducting underwritten Reg A+ IPOs for companies that are suitable”
In talking with Jim Reynolds, CEO, who founded Adomani in 2014, he pointed out that he and his executive team started considering a Reg A+ offering over a year ago, they completed their assessment and decided to go forward in September 2016. Their offering was Qualified by the SEC on April 25th this year, then after filing their 8-A on April 28th they went live to investors. As I mentioned earlier the investing momentum was fast from the start and they exceeded their minimum of $10.6 mill just four days later.
Note that the reason Jim set the minimum at that level was to satisfy one of the NASDAQ listing requirements – although it is not necessary to set the Reg A+ minimum in this way - a company planning their IPO can set a low investment minimum and if they were not able to exceed their NASDAQ listing minimum, they can still complete their capital raise and list on an OTC such as the OTCQX, and up-list at a later time.
Jim summed up his experience: “It was a challenging journey that was more difficult than we expected. Now we are getting calls from investors that want to get into the Reg A+ and when I suggest that they buy our stock in the open market, I am very pleased we took this step”.
Another key listing requirement is to have enough shareholders that the stock will have genuine liquidity. Had Adomani raised all the capital from say, just ten investors, clearly, the liquidity situation would be highly limited, and NASDAQ would not allow a company to list with so few investors. Adomani had in excess of 300 shareholders when they listed. Their stock is up to $10 as of June 19th, double the Issue price. A good start.
During the process of raising capital, a famous actor and WWF wrestler with 650,000 Twitter followers made a post to his fans about Adomani, and Jim said that this helped to build interest from individual investors. In another anecdote, Jim told me that he had real interest from some large institutional investors, but the small size of the offering relative to their normal deal size caused them to set aside this opportunity for the time being.
Jim wants to help other company CEOs that are considering doing their own Regulation A+ offering. He can be reached at email@example.com
“This capital raise is a milestone achievement that will allow us to grow quickly and take first mover advantage at a time of rapid transformation in the market” Jim added.
We can expect to see the momentum of companies moving forward with Reg A+ offerings accelerating over the coming months as a direct result of these two record-setting IPOs. This is a good development for entrepreneurs that need to raise growth capital to expand their businesses. I look forward to it!
Please note that I have a small equity holding in ADOM that I bought in the aftermarket. So I have a conflict of interest. I am not recommending for or against buying this stock.
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.