Costs Summary Estimate for a Reg A+ Offering on Manhattan Street Capital
This list is intended to summarize the costs for guidance and information purposes. It is not precise, and it is not a binding proposal. Most fees below are paid directly to the relevant service provider. When needed we will refer you to service providers that are experienced in Reg A+.
Note that this cost summary is for conventional Reg A+ offerings, the Reg A+ ICO costs are significantly lower.
Total cash costs are generally approximately 8% of the capital raised without a Broker-Dealer, and approximately 10% with a Broker-Dealer, Plus warrants (which are similar to stock options). (NOT charged as a percentage - we use % here as a guide only.)
Costs incurred prior to achieving the first closing: Marketing, Form 1-A filing, Audit. ~$80k plus audit for a very small offering, more for a larger raise.
- SEC Form 1A filing. $45k for a startup ($55k for an existing company), payable to the legal service provider to do the work of gaining SEC qualification, includes due diligence for a Tier 2 offering. (More for a Tier 1, amount and time depends on which States company selects).
- The cost of Audittwo-year audit by your choice of provider. Ranges from $2k for a new startup to far higher amounts for established, complex businesses. We can introduce you to good auditors.
- Marketing costs will depend on specific circumstances. $50k to $300k or far higher for a larger offering. Expect 2% to 4% of the raised amount. (Stated here as % for simplicity only. NOT charged as a %, they are paid in cash according to their budget).
- Transfer Agent, Escrow fees will be approximately 0.5 to 1% of capital raised. (Not charged as a %.)
- Manhattan Street Capital Fees: To see our detailed fee description, please click here.
- When broker-dealer syndicates are involved, they will charge approx. 7.5% of the capital they bring in and some may levy a 1 to 4% fee on the capital raised through the Manhattan Street Capital site. They also charge an upfront cash fee, the amount varies. Approximately $20k on a small deal and much more on larger deals. For BD involvement with no selling effort on their part, they will charge a fee of 1to 3% of capital raised.
- SEC required annual audit at US GAAP standard - depends on your provider. (For Tier 2 offerings only) PCAOB level required after the Issuer is listed on the NASDAQ or NYSE.
- Each six months report to SEC the profits and revenues - nominal direct cost. (Far more stringent requirements for S-1 listings on the NASDAQ and NYSE)
- Transfer agent fee per investor, nominal, only applies while the shares are held at transfer agent.
- If you choose to list the company on the OTCQB marketplace, the cost of registration and ticker is $2,500 paid to OTC Markets. 6 to 8-week process. Higher price for OTCQX - $20k. Staying listed on the OTC costs $10,000 per year for the QB – paid to OTC Markets. Higher price for OTCQX.
- You can also list your company on the NASDAQ or the NYSE. The annual fee on the NASDAQ is around $40,000, and $60,000 and above on the NYSE.
- DTCC Filing fee to make your stock easier to transfer to investor brokerage accounts, $12k-18k.
- For the RegA+Audition(TM) MSC charges a standard price of $10k/mth (currently available for the reduced price of $8k per month) including marketing for a minimum of two months. Note that the marketing services provided in the program are provided by a separate marketing agency, not by Manhattan Street Capital. See the RegA+Audition(TM) FAQ.
You might be interested in our FAQ that explains the Regulation A+ offering process in details. We have broken up the process into steps and illustrated it with a summary view flowchart.