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Bridge Capital Inc. is a national consulting company that assists private companies with the process of going public quickly on the OTC.BB Exchange. Bridge Capital Inc. can consult your company through the entire process of going public. We work as a team with the top securities law firm in the country, market markers, accountants, electronic filing agents and transfer agents.

Reverse Merger Blog Updates
Time That It Takes To Get Listed On The OTCBB Exchange?
February 15, 2010, 11:25 am
We get asked by private companies how long it will take them to get listed on the OTCBB Exchange every day. The answer is we do not know and no one else knows either. The average time range is between four and six months. We have listed companies in as li
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Reverse Mergers & Going Public

Bridge Capital Inc. is the recognized leader in taking a company public by direct filings and offers the most comprehensive solution to assist your company with the process of going public in the US bar none.

The founder’s of Bridge Capital Inc. have been in the business of consulting private companies with the process of listing on the Over the Counter Bulletin Board Exchange (OTCBB Exchange) for over twenty years. In fact when they started listing their company with the search engines there were only two other companies listed in categories such as reverse merger, public shell company, OTCBB Exchange etc.

The OTC Bulletin Board (OTCBB) is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) equity securities. The OTCBB has no asset or revenue requirements so virtually any company can become public via the OTCBB Exchange. OTCBB listed companies are required to be fully reporting to the SEC which means that they must be audited by a PCAOB registered public accounting firm and they must comply with the requirements of Sarbanes-Oxley. The reporting requirements are the same as a company that trade on the NYSE, NASDAQ or Alternext (Formerly the American Stock Exchange).

The burden of having your company audited and the other reporting requirements are worth the respect and credibility that your company will gain in the eyes of investors, investment banks, traders and broker dealers. In addition your company will be able to easily transition to a higher exchange like the NYSE or NASDAQ when ready as the reporting requirements are the same.

Benefits of trading on the OTCBB

  • Credibility and Respect
  • Easier to Raise Capital
  • Complete Transparency
  • Higher Evaluation
  • Ability to Use Stock to Make Acquisitions
  • Greater Employee Attraction and Retention
  • Increased Liquidity for Company Founders, Investors and Shareholders

Bridge Capital Inc. has been partnered with the same securities law firm from the start. The firm has offices in New York in midtown Manhattan and in New Jersey strategically located in central New Jersey at the midpoint between New York City and Philadelphia. They were recently featured in Forbes magazine. The law firm has now grown to the point that it is now recognized and ranked with the SEC as the firm that represented the highest number of pre-effective IPO registrations in the country.

They advise and counsel diverse clients worldwide on unique and sophisticated corporate and securities transactions, reverse mergers, self-filings, PIPEs, corporate finance and mergers and acquisitions. Our global clients include well-established publicly and privately held corporations, emerging and development stage companies, entrepreneurial start up enterprises, private investment funds and other business entities across a broad range of industries.

They are only one of a handful of laws firms consistently ranked in the top 10 overall by Deal Flow Media for the number of PIPE transactions advised. They advised clients on 46 successful reverse merger and/or APO transactions over the last several years making it one of the nation's leading law firms in this practice area.

The founders of Bridge Capital Inc. with the assistance of their securities attorney’s have provided first-class legal and business expertise and unparalleled results for our domestic and international clients, ranging from individuals, entrepreneurial start up enterprises, closely held businesses, publicly held companies, and private investment funds in North America, Europe and Asia, including Canada and China. Dedicated to serving our clients' needs and achieving their goals, Bridge Capital Inc. has the experience, knowledge, responsiveness and resources to ensure successful, practical and cost-effective solutions for all of our clients' business endeavors.

Sophisticated corporate, securities and finance transactions require a team of professionals with the right combination of legal knowledge, business acumen and creativity necessary to successfully complete any venture. As a result of our focus on corporate, securities and finance, and our team oriented approach, we are accustomed to working seamlessly together to ensure that we execute for our clients each and every time. At Bridge Capital Inc., each client is our most important client and we take immense pride in providing unrivaled, individualized attention to our clients. Our professionals utilize the latest technology and unlike many other firms, our partners and associates are easily accessible and readily available for consultation whether they are in or out of the office.

Our professionals have significant expertise in drafting, filing and procuring effective SEC registration statements and with counseling clients on SEC compliance issues, including the Sarbanes-Oxley Act of 2002 and the 1934 Exchange Act periodic reporting obligations. With the emergence of the Sarbanes-Oxley Act of 2002, public companies are subject to increased disclosure requirements and new corporate governance requirements for securities traded on the Nasdaq, NYSE, AMEX, OTCBB, Pink Sheets, etc. Our representation of hundreds of public companies over the years has allowed us to obtain unprecedented knowledge and experience with these new requirements and with the SEC registration and reporting requirements that all U.S. public companies are subject to under the U.S. securities laws and regulations. At Bridge Capital Inc. with the assistance of our attorney’s, we leverage our extensive experiences in working with the SEC on comments to registration statements and periodic filings to minimize the amount of comments on our registration statements and periodic filings. Our burgeoning experience also allows us to effectively counsel companies on compliance with state Blue Sky laws and other securities law issues such as reorganizations, recapitalizations, board of director and shareholder issues, and employee stock option plans (ESOPs).

Additionally, we also represent issuers in assisting FINRA registered broker/dealers in the Form 15c211 process to obtain stock quotations on the Over the Counter Bulletin Board (OTCBB) and Pink Sheets, OTCOX Markets, and with national and international exchange listing applications and regulations for the Nasdaq, NYSE, AMEX and London's AIM Market.

Corporate Finance

Our extensive representation of emerging companies has provided us with a wealth of experience in corporate finance transactions. We are one of the most active firms in the country in representing issuers in public and private debt and equity offerings, including private equity, Private Investment in Public Equity (PIPEs), venture capital, Standby Equity Distribution Agreement (SEDAs), secondary offerings, Regulations D and S offerings, convertible debt, secured and unsecured loans, and bridge financings. Our law firm is consistently ranked by Deal Flow Media among the top 20 law firms nationwide in representing issuers in PIPE transactions. We use our extensive relationships in the investment community to introduce clients to sources of capital and have helped our clients raise millions of dollars.

Going Public

Our law firm has successfully taken hundreds of private companies’ public through reverse mergers, direct public offerings by filing a registration statement and underwritten IPOs. We specialize in going public transactions utilizing a reverse merger and PIPE offering which provides companies with an alternative method of going public without an underwriter. This alternative public offering is considerably quicker and less expensive than a traditional IPO and provides the same capital-raising of a traditional IPO.

Representative Transactions

  • Represented a Business Development Company (BDC) in obtaining a $25,000,000 SEDA
  • Represented a IT consulting company in obtaining a $20,000,000 SEDA
  • Represented a mining and exploration issuer in raising net proceeds of $10,000,000 through a private placement
  • Represented a multimillion dollar media and entertainment company going public through a alternative direct public offering utilizing a share exchange coupled with PIPE financing
  • Represented numerous issuers in pre-effective IPOs
  • Represented a mortgage brokerage company in a $6,000,000 equity offering
  • Represented a development stage oil and gas company in a convertible debt offering in excess of $5,000,000
  • Represented various issuers in $2,000,000 PIPE financing transactions

Direct Filing versus Reverse Merger

The Direct Filing steps:

  1. Retain Bridge Capital Inc. and our law firm by paying $22,000 to the law firm which they are to hold in trust and not release unless certain milestones are reached.
  2. Bridge Capital Inc. will assist in drafting or re-writing your business plan so it is in a format and has the information that will be required by the SEC and FINRA.
  3. Bridge Capital Inc. will assist in introducing you to a PCAOB certified accountant if you are not already working with one.
  4. Our law firm will prepare subscription agreements and your offering memorandum so you can go out and raise capital and establish a shareholder base. You will need a minimum of 35 shareholders’ in order to obtain a listing on the OTCBB Exchange. You can sell shares at any price per share.
  5. When your audit is complete and you have a minimum of 35 shareholders in place we will file an S-1 with the SEC on behalf of your company. You will pay the law firm an additional $22,000 at this point.
  6. When we get down to the final comments from the SEC we will introduce you to a licensed broker dealer who will file a 15C211 with FINRA on behalf of your company.
  7. When your company is granted a trading symbol from FINRA and you no longer need our services with respect to the listing process you will pay the law firm the final $21,000 remaining owing.

This entire process can range from 3.5 months to 6 months. Some of the delays are caused by your accountant not delivering audited financial statements to you in a timely manner, the time that it takes you to have a minimum of 35 investors subscribe to shares of your company and/or delays due to extra comments from the SEC or from FINRA.

Reverse Merger with an OTCBB Exchange Company:

  1. Locate trading OTCBB Shell Company.
  2. Do due-diligence on trading OTCBB Company.
  3. Have attorneys draft agreements.
  4. Transfer of funds to attorney escrow account.
  5. Prepare consolidated audited financial statements between private and public company.
  6. Have attorneys file 8K with the SEC.

This process can take anywhere from 30 days to 3 months. The cost varies based on supply and demand of shells at the time of purchase and the percentage of delivery of the stock in the company.

A Reverse Merger is a transaction where a private company elects to merge with a public company in order to become public without waiting through what could be a lengthy filing process with the SEC and FINRA. Most private companies acquire 90% or more of the stock of the public company when transacting a reverse merger. The board of directors of the public company resign and appoint the board members of the private company to replace them.

The transaction does not go through a review process with state and federal regulators because the public company has already completed the process. The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing the public shell company issues a substantial majority of its shares and the board control to the shareholders of the private company. The private company shareholders pay for the shell and contribute their private company shares to the shell company and the private company is now public.

Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change. An information statement, called an 8-K, must be filed within 4 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, a full description of the business, and financial statements audited to US GAAP standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.

If the shell company is listed on the OTC Bulletin Board, the registered or “free trade” shares can continue to trade. The company can do a private placement immediately. To trade new shares offered by the public the newly combined public company must first register the shares with the SEC. This process takes three to four months and normally requires filing a Registration statement with the SEC by filing an S-1 registration statement.

Requirements Necessary to Close a Reverse Merger or Public Shell Merger

  • Business plan of private company with sufficient information to complete and file the required 8-K with the SEC.
  • Management information, including completion of the "Officer and Director Questionnaire," for all Officers and Directors designated by the private company merger partner.
  • Agreement on structure and terms of merger.
  • Letter of intent with escrow payment made to the law firm that is handling the transaction and acting as escrow attorneys. (This must happen for the public company to cease negotiations with other merger prospects.)
  • Audited Financial Statement, conformed to US, GAAP for the private merger partner. The audit statements of the private company have to be consolidated with the public company's financial statements.
  • Agreed merger fee in escrow with the securities attorney representing the merger partner.
  • Consent from the majority, preferably 100%, of existing shareholders of the private company to merge or exchange their shares for shares of the public company.
  • Agreement for the Officers and Directors of the public shell to be replaced with the Officers and directors designated by the private company merger partner.
  • List of all shareholders in the private company that will make the share exchange.
  • Number of shares to be outstanding “post merger”, and a complete breakdown of share ownership post merger. Note: It is often necessary for the public shell to do a reverse split and/or cancel shares owned by the affiliates of the public share prior to completing the merger.
  • Agreement on state the company will be domiciled in post merger.
  • Satisfaction of warranties and representations between public shell and merger partner.
  • Designation of securities attorneys and SEC qualified auditors that will represent the private merger partner.
  • Preparation of the share exchange agreement, stock purchase agreement, definitive merger agreement, and all other documents necessary to complete the merger.
  • Final preparation of the 8K that is required to be filed with the SEC within 4 days of closing the merger. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.

Examples of Successful Reverse Mergers with Public Shells

  • Nearly half of the companies trading on the OTCBB Exchange went public via a reverse merger
  • The term “Reverse Merger” dates back to the early 1950’s when Armand Hammer a world renowned oil magnate merged a shell company with Occidental Petroleum.
  • Blockbuster Video went public via a reverse merger.
  • Ted Turner completed a reverse merger with Rice Broadcasting which went on to become Turner Broadcasting.
  • In 1996, Muriel Siebert, renown as the first woman member of the New York Stock Exchange, took her brokerage firm public by reverse merging with J. Michaels, a defunct Brooklyn Furniture company.
  • One of the Dot Com fallen angels, Rare Medium (RRRR), merged with a lackluster refrigeration company and changed the entire business. This was a $2 stock in 1998, which found its way over $90 in 2000.
  • Acclaim Entertainment (AKLM) merged into non-operating Tele-Communications in 1994.

What is FINRA?

FINRA is the abbreviation for the Financial Industry Regulatory Authority. Any private company must file a “15C211” with FINRA through a sponsoring broker dealer. The Financial Industry Regulatory Authority (FINRA), is the largest independent regulator for all securities firms doing business in the United States. All told, FINRA oversees nearly 4,850 brokerage firms, about 173,000 branch offices and approximately 649,000 registered securities representatives.

Created in July 2007 through the consolidation of NASD and the member regulation, enforcement and arbitration functions of the New York Stock Exchange, FINRA is dedicated to investor protection and market integrity through effective and efficient regulation and complementary compliance and technology-based services.

FINRA touches virtually every aspect of the securities business—from registering and educating industry participants to examining securities firms; writing rules; enforcing those rules and the federal securities laws; informing and educating the investing public; providing trade reporting and other industry utilities; and administering the largest dispute resolution forum for investors and registered firms. It also performs market regulation under contract for The NASDAQ Stock Market, the American Stock Exchange, the International Securities Exchange and the Chicago Climate Exchange.

FINRA has approximately 2,800 employees and operates from Washington, DC, and New York, NY, with 15 District Offices around the country.

FINRA believes investor protection begins with education. Using the Internet, the media and public forums, we help investors build their financial knowledge and provide them with essential tools to better understand the markets and basic principles of saving and investing. In addition, the FINRA Investor Education Foundation is the largest foundation in the U.S. dedicated to investor education. As of April 2009, the Foundation had approved approximately $46 million in investor education and protection initiatives through a combination of grants and targeted projects.

In today's fast-paced and complex global economy, FINRA is a trusted advocate for investors, dedicated to keeping the markets fair, ensuring investor choice and proactively addressing emerging regulatory issues before they harm investors or the markets.

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