What Investors Must Learn Before Buying Mini-IPO Stocks: A two-part webinar on Dec 13

Market experts discuss how SEC Regulation A+ allows Main Street to invest in early-stage companies  

PR Newswire, Vintage and BetterInvesting invites individual investors to two educational webinars about investing in “Mini-IPOs,” the nickname given to the SEC Regulation A+ process companies can use to raise capital. The webcasts are hosted at VirtualInvestorConferences.com.

The new Regulation A+ went into effect in June of 2015 with the intent of reviving the smaller IPO market by allowing companies to accept funds from both accredited and non-accredited investors. This has provided a new option for companies to raise capital for growth

DATE: December 13, 2016 

CLICK HERE to pre-register. 
All webinars are free. 


WEBINARS OVERVIEW 

Mini-IPOs: The New Alternative for Individual Investors 

  • 9:15 – 10:00 EST 

There are a variety of differences between making a Regulation A+ Offering and making an Initial Public Offering in order to raise capital, and each type of offering can have benefits for different types of companies and investors Join us for this webinar, where our panelists will provide an overview of Regulation A+ and discuss the main differences in the processes of investing in Regulation A+ versus a traditional IPO.

Panelists:

  • Laura Anthony, Founding Partner, Legal & Compliance, LLC
  • Andy Kyzyk, Vice President, Advisor Relations at OTC Markets Group

Moderator:

  • Gordon Ruckdeschel, Director of Operations, Vintage

Mini-IPOs: Mechanics and Safeguards for Investing

  • 10:00 – 11:00 EST

Since June 2015, there have been almost 200 “Mini-IPOs,” filed with SEC: Elio Motors being the most famous. Why haven’t more individual investors taken positions in these companies? How can investors identify and research these opportunities? Join us for this webinar, where our panelists will discuss how Regulation A+ will deliver interesting new opportunities.

Panelists:

  • Sara Hanks, CEO CrowdCheck
  • Ryan Feit, CEO SeedInvest
  • Yoel Goldfeder, CEO Vstock Transfer

Moderator:

  • Bradly H Smith, Director of Marketing PR Newswire / Vintage

Immediately following the educational webinars, investors are invited to stay logged in to listen, as well as ask questions, directly to five CEOs at Mini-IPO companies.

11:00 EST WorthPoint Corporation: the leading online resource for value information on art, antiques and collectibles
11:45 EST Blue Marble Biomaterials: replacing petroleum-based chemicals with fully sustainable, zero carbon specialty chemicals
12:30 EST Knightscope, Inc: predicting and preventing crime utilizing autonomous robots, analytics and engagement
1:15 EST Keen Home Inc.: making the home smarter, more efficient, and comfortable.
2:00 EST DSTLD: premium denim and luxury essentials at about 1/3 the traditional retail price

Pre-register here: http://tinyurl.com/1213agendaPR

All webinars are free.

For more information: http://www.virtualinvestorconferences.com

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About VirtualInvestorConferences.com

VirtualnvestorConferences.com, created by BetterInvesting (NAIC) and PRNewswire, has been the only monthly virtual investor conference series that provides an interactive forum for presenting companies to meet directly with investors using a graphically-enhanced online platform. Designed to replicate the look and feel of location-based investor conferences, Virtual Investor Conferences combines PR Newswire’s leading-edge online conferencing and investor communications capabilities with BetterInvesting’s extensive retail investor audience network.

About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites.

About PR Newswire

PR Newswire, a Cision company, is the premier global provider of multimedia platforms and distribution that marketers, corporate communicators, sustainability officers, public affairs and investor relations officers leverage to engage key audiences. Having pioneered the commercial news distribution industry over 60 years ago, PR Newswire today provides end-to- end solutions to produce, optimize and target content — and then distribute and measure results. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire powers the stories of organizations around the world. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and Asia-Pacific regions.

Cision is a leading global media intelligence company, serving the complete workflow of today’s communication professionals.

Media Contact:
Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157

bradley.smith@prnewswire.com

 

 

Video: November’s Top Law Firms for SEC transactions

As subject matter experts in transactions i.e. IPOs and M&A, we carefully track the capital markets dealflow… daily, weekly and monthly. If you would like to be emailed the week’s transactions (every Monday afternoon), fill out the quick form on this page.

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Congratulations to any and all of our partnering law firms that made this month’s list – and to the firms that worked with our teams on their clients’ transaction:

  • 1-A: Form needed for companies taking advantage of Regulation A+
  • S-1: General form of registration statement for all companies including face-amount certificate companies
  • S-3: Registration statement for specified transactions by certain issuers
  • S-4 Registration of securities issued in business combination transactions
  • N-2: Initial filing of a registration statement on Form N-2 for closed-end investment companies
  • F-1: Registration statement for securities of certain foreign private issuers
  • S-11: Registration statement for securities to be issued by real estate companies
  • 10-12G: Initial general form for registration of a class of securities pursuant to Section 12(g)
  • 10-12B: Initial general form for registration of a class of securities pursuant to Section 12(b)

Have you read our whitepaper on how the S-1 registration paperwork flows back-and-forth between the company and the SEC?  CLICK HERE

 

IPOs and Transactions: Nov 28 – Dec 2 / plus Reg A+ Form 1-A Worksheet

There were 37 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Casi Pharmaceuticals Inc. w/ Arnold & Porter LLP, Dariohealth Corp. w/ Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, Immune Pharmaceuticals Inc. w/ Sheppard, Mullin, Richter & Hampton LLP, Limbach Holdings Inc. w/ K&L Gates LLP and Winston & Strawn LLP, Molculin Biotech Inc. w/ Ellenoff Grossman & Schole LLP and Schiff Hardin LLP, Rayton Solar Inc. w/ KHLK LLP and Mitchell Silberberg & Knupp LLP, XG Technology Inc. w/ Lowenstein Sandler LLP and Robinson Brog Leinwand Greene Genovese & Gluck PC.

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Law firms / advisors Registrant Symbol Form Industry
Arnold & Porter LLP CASI PHARMACEUTICALS INC CASI S-3 Biological products
Brazil Minerals, Inc. JUPITER GOLD CORP BMIX F-1 Gold & silver ores
Business Union Financial, LLC BUSINESS UNION FINANCIAL LLC ~ 10-12G ~
Cooley LLP CLEARSIDE BIOMEDICAL INC CLSD S-1 Pharma preparations
Cooley LLP S&W SEED CO SANW S-3 Agricultural production-crops
Cooley LLP SIGNAL GENETICS INC SGNL S-4 Medical labs
Cravath, Swaine & Moore LLP MYLAN N.V. MYL S-4 Pharma preparations
Debevoise & Plimpton LLP ATKORE INTERNATIONAL GROUP INC ATKR S-1 Electrical machinery, equipment & supplies
Dechert LLP RECRO PHARMA INC REPH S-1 Pharma preparations
DLA Piper LLP KBS STRATEGIC OPPORTUNITY REIT INC ~ S-11 REIT
Ellenoff Grossman & Schole LLP MOLECULIN BIOTECH INC MBRX S-1 Pharma preparations
Flaster Greenberg P.C. IMPACT HOUSING REIT LLC ~ 1-A REIT
Garvey Schubert Barer CHINA RECYCLING ENERGY CORP CREG S-3 Business services
Goodwin Procter LLP VOYAGER THERAPEUTICS INC VYGR S-3 Biological products
Gracin & Marlow, LLP HEAT BIOLOGICS INC HTBX S-3 Pharma preparations
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP MEDICINOVA INC MNOV S-3 Pharma preparations
Harold P. Gewerter, Esq. Ltd. BIOCRUDE TECHNOLOGIES USA INC ~ S-1 ~
Hogan Lovells US LLP RECRO PHARMA INC REPH S-1 Pharma preparations
K&L Gates LLP LIMBACH HOLDINGS INC LMB S-1 Blank checks
KHLK LLP RAYTON SOLAR INC ~ 1-A Semi-conductors
Latham & Watkins LLP ATKORE INTERNATIONAL GROUP INC ATKR S-1 Electrical machinery, equipment & supplies
Latham & Watkins LLP CLEARSIDE BIOMEDICAL INC CLSD S-1 Pharma preparations
Loeb & Loeb LLP NANOFLEX POWER CORP OPVS S-1 Hazardous waste management
Lowenstein Sandler LLP CELLDEX THERAPEUTICS INC CLDX S-3 In-vitro & in-vivo diagnostic substances
Lowenstein Sandler LLP XG TECHNOLOGY INC XGTI S-1 Communications
Maslon LLP GWG HOLDINGS INC GWGH S-1 Life insurance
Mazzeo Song P.C. MEDICAL TRANSCRIPTION BILLING CORP MTBC S-1 Prepackaged software
McMurdo Law Group, LLC ALMOST NEVER FILMS INC SMAK S-1 Retail – apparel
Miragen Therapeutics, Inc. SIGNAL GENETICS INC SGNL S-4 Medical labs
Mitchell Silberberg & Knupp LLP RAYTON SOLAR INC ~ 1-A Semi-conductors
Morgan, Lewis & Bockius LLP AXSOME THERAPEUTICS INC AXSM S-3 Pharma preparations
Northwest Registered Agents, LLC. KRIPTECH INTERNATIONAL CORP ~ S-1 ~
Paul Hastings LLP TITAN ENERGY LLC ARP S-1 Drilling oil & gas wells
Paul Hastings LLP SORRENTO THERAPEUTICS INC SRNE S-3 Business services
Pillsbury Winthrop Shaw Pittman LLP SIGNAL GENETICS INC SGNL S-4 Medical labs
Pryor Cashman LLP NANOFLEX POWER CORP OPVS S-1 Hazardous waste management
Robinson Brog Leinwand Greene Genovese & Gluck P.C. XG TECHNOLOGY INC XGTI S-1 Communications
Schiff Hardin LLP MOLECULIN BIOTECH INC MBRX S-1 Pharma preparations
Sheppard, Mullin, Richter & Hampton, LLP IMMUNE PHARMACEUTICALS INC IMNP S-3 Pharma preparations
Shumaker, Loop & Kendrick, LLP HILLS BANCORPORATION HBIA S-3 Commercial banks
Sutherland Asbill & Brennan LLP USCF FUNDS TRUST ~ S-1 Commodity contracts brokers & dealers
Tensleep Financial Corp. TENSLEEP FINANCIAL CORP ~ 1-A ~
Vinson & Elkins L.L.P. CLOUD PEAK ENERGY INC CLD S-3 Bituminous coal & lignite surface mining
Vinson & Elkins, L.L.P. HI-CRUSH PARTNERS LP HCLP S-3 Mining & quarrying nonmetallic minerals
Wachtell, Lipton, Rosen & Katz JOHNSON CONTROLS INTERNATIONAL PLC JCI S-4 Business services
Winston & Strawn LLP LIMBACH HOLDINGS INC LMB S-1 Blank checks
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP DARIOHEALTH CORP DRIO S-3 Surgical & medical instruments & apparatus

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors. Click here and opt-in to receive this weekly summary via email.

Click here to review the week’s underwriters.

Have a great week

IPO Underwriters of the Week: Nov 28 – Dec 2 / plus M&A worksheet

Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
NANOFLEX POWER CORP S-1 Aegis Capital Corp. ~ ~
XG TECHNOLOGY INC S-1 Aegis Capital Corp. ~ ~
CELLDEX THERAPEUTICS INC S-3 Cantor Fitzgerald & Co. ~ ~
VOYAGER THERAPEUTICS INC S-3 Cowen and Company, LLC ~ ~
ATKORE INTERNATIONAL GROUP INC S-1 Credit Suisse Securities LLC Deutsche Bank Securities Inc. J.P. Morgan Securities LLC. / UBS Securities LLC
LIMBACH HOLDINGS INC S-1 D.A. Davidson & Co. Craig-Hallum Capital Group LLC ~
HI-CRUSH PARTNERS LP S-3 Hi-Crush Proppants LLC ~
IMMUNE PHARMACEUTICALS INC S-3 HLHW IV, LLC ~
CLEARSIDE BIOMEDICAL INC S-1 J.P. Morgan Securities LLC Cowen and Company, LLC Stifel, Nicolaus & Company, Inc. / Wedbush Securities, Inc.
JOHNSON CONTROLS INTERNATIONAL PLC S-4 Merrill Lynch, Pierce, Fenner & Smith Inc. Citigroup Global Markets Inc. Barclays Capital Inc. / J.P. Morgan Securities LLC / MUFG Securities Americas Inc. / Wells Fargo Securities, LLC
RECRO PHARMA INC S-1 Piper Jaffray & Co. ~ ~
MOLECULIN BIOTECH INC S-1 Roth Capital Partners, LLC National Securities Corp. ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and shareholder communications.

Click here to review the week’s IPOs and active securities law firms. Click here and opt-in to receive this weekly summary via email.

Have a great week.

Zen and the Art of 10-K Maintenance

Yah… I know. There’s nothing remotely zen-like about producing a 10-K.

That said, as you’ll read within our client “kudos” comments, our design, typesetting and production teams strive to make our role in the process as kumbaya as possible. For many issuers, (especially IPOs), the meetings often begin with an overall review of what is required in a 10-K.

Click image to view

Click image to view

All public companies other than foreign private issuers must file an Annual Report on Form 10-K following the end of each fiscal year. The Form 10-K includes four parts, the items of which are described below.

Part I of Form 10-K provides a general description of the business of the company and its properties along with the risk factors that investors should consider when investing in the company.

Part I also includes:

  • a description of any material legal proceedings other than routine litigation incidental to the business to which the company or any of its subsidiaries is a party or to which any of its property is subject, and any such proceedings that were terminated in the fourth quarter of its fiscal year (along with a description of the outcome)
  • for accelerated filers and large accelerated filers, a description of any material unresolved comments from the SEC staff regarding the company’s periodic and current reports that were received 180 days or more before the end of the fiscal year and…
  • if applicable, a statement that the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K (which are discussed in more detail in section of this handbook entitled “The Dodd-Frank Act”) is included in an exhibit to the Form 10-K

Part II of Form 10-K includes a comparative presentation of selected financial data for the last five fiscal years, management’s discussion and analysis of the company’s operating results and its liquidity and capital resources, and the audited consolidated financial statements of the company (which may also be filed in Part IV), along with certain supplementary quarterly financial data.

Part II also includes:

  • information relating to the company’s common stock, including the trading market, historical high and low sales prices, the number of registered holders, the payment of cash dividends, unregistered sales of securities, and company repurchases of its common stock during the fourth fiscal quarter
  • quantitative and qualitative disclosures relating to market sensitive instruments held by the company and other primary market risk exposures (smaller reporting companies do not need to provide the information required by this item)
  • if there has been a change in the principal accountants of the company, disclosure of:  1.) any disagreements with the accountants that the accountants would have been required to disclose; or  2.) any “reportable event” that had occurred, which was material and accounted for or disclosed in a manner different from what the former accountants would have apparently concluded was required (which disclosure is required with respect to disagreements or reportable events that occurred during the year in which the change in accountants took place or during the subsequent year)
  • the conclusion of the company’s principal executive and financial officers regarding the effectiveness of the company’s disclosure controls and procedures (which are discussed in more detail below in the “Disclosure Controls and Procedures” part of this section and in the section of this handbook entitled “The Sarbanes-Oxley Act”)
  • management’s assessment of the effectiveness of the company’s internal control over financial reporting, including disclosure of any material weakness in its internal controls
  • an attestation report of the independent auditors on the company’s control over financial reporting
  • any changes in the company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, such internal controls and…
  • any information required to be reported in a Form 8-K during the fourth quarter that was not reported

Companies need not comply with disclosure requirements relating to disclosure controls and procedures and internal control over financial reporting until after they have filed an Annual Report on Form 10-K for a prior fiscal year. In addition, as codified in Section 989G of the Dodd-Frank Act, smaller reporting companies and non-accelerated filers are exempt from the requirement to include the attestation report of the independent auditors on the company’s internal control over financial reporting.


benchmark your budget (and creative design) via an audit of last year’s
annual report.

PDF-buttonSimply upload your
2015 annual report PDF here.


Part III of the Form 10-K includes disclosures relating to directors, executive officers, corporate governance, executive compensation, the beneficial ownership of management and certain large shareholders, related person transactions, director independence and accountant fees and services. Part III items may only be incorporated by reference if such proxy statement is filed within 120 days of the company’s fiscal year end. If the proxy statement is not filed within such 120-day period, the company must file an amendment to its Form 10-K prior to the end of such period that includes the Part III information.

Companies should list under Part IV of the Form 10-K their financial statements and the schedules required to be filed in Part II, along with all exhibits required to be filed by Item 601 of Regulation S-K.

The exhibits to the Form 10-K will generally include:

  1. all material contracts
  2. the company’s organizational documents
  3. all instruments defining the rights of security holders
  4. a list of the company’s significant subsidiaries
  5. any applicable consents of experts and counsel (namely, the consent of the independent auditors where the financial statements are incorporated by reference in one or more registration statements)
  6. certifications under the Sarbanes-Oxley Act, which are described in more detail below and…
  7. interactive data files with the company’s financial statements in XBRL. Most exhibits can be incorporated by reference to a previously filed document. Management contracts and compensatory plans and arrangements must be specifically identified.

Summary of Selected Items

Risk Factors. Item 503(c) of Regulation S-K requires public companies to disclose under the caption “Risk Factors” a discussion of the most significant factors that make investing in the securities of the company risky or speculative. The factors should be those risks that are specific to the company and should not include risks that apply to every public company. As a general rule, any fact or circumstance that could pose a risk to the company’s financial condition, results of operations or potential growth, or which could otherwise materially affect the performance of the company’s securities, may be a risk factor. In addition to identifying the risk factors, the company must discuss how each factor could affect the company or its securities. Companies should not include mitigating language in their risk factor disclosures.

In addition, the discussion of risk factors must be written in plain English. Smaller reporting companies are not required to provide the information required under this item. Many smaller reporting companies, however, will include risk factors in their Annual Reports to take advantage of a safe harbor defense for forward-looking statements.

Section 21E of the Exchange Act provides a safe harbor defense for companies in securities litigation for forward-looking statements that are made by the company in its Exchange Act reports. This defense is similar to the defense in Section 27A of the Securities Act and the “bespeaks caution” defense developed in securities case law. Forward-looking statements, which are commonly found in a company’s MD&A (defined below), are statements not of historical fact but of the expectations of the company with respect to its future performance or other predictions or expectations regarding future events.

To qualify for the safe harbor, companies must identify the forward-looking statements in the report with sufficient particularity and accompany the statements by cautionary language that identifies the significant factors that could cause actual results to materially differ from those contained in the forward-looking statements. The risk factors identified in the Form 10-K and other filings can provide the meaningful cautionary language required by the safe harbor.

Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations.

Item 303 of Regulation S-K requires a discussion and analysis of the company’s operating results and its liquidity and capital resources. As articulated by the SEC, the purpose of this disclosure is to present the company’s financial condition and results of operations “through the eyes of management” and to provide the context for analysis of the financial information presented in the periodic report. A critical requirement of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (better known as the MD&A) is to disclose any known trends, commitments, events or uncertainties that have had or are reasonably likely to have a material effect (positive or negative) on the company’s operating results or liquidity.

The MD&A should identify and discuss the principal drivers that have impacted and will continue to impact the company’s operating results and financial condition, as well as key performance measures, including non-financial performance indicators, which are used by management and which would be material to investors, particularly where management refers to these measures in its earnings releases. In general, the MD&A should emphasize material information and de-emphasize or omit immaterial or duplicative information.

Among other material items, the MD&A should include an analysis of the following matters relating to the company:

  • changes in cash flows
  • debt instruments and certain related covenants, including covenants:  1.) the company has breached or is reasonably likely to breach; or  2.) that materially restrict the company’s ability to incur additional debt or to undertake an equity financing
  • critical accounting policies and estimates that require subjective judgments to account for uncertain matters or matters subject to change
  • any material tax contingencies or trends or uncertainties that could affect the company’s tax obligations or effective tax rate
  • commitments for capital expenditures
  • material contingencies arising from pending litigation and regulatory matters
  • commitments for environmental expenditures and…
  • any off-balance sheet arrangements

The MD&A should include a liquidity and capital resources section that provides a clear picture of the company’s ability to generate cash and to meet existing and known or likely future cash requirements. The discussion should focus on material changes and trends in operating, investing and financing cash flows and the reasons underlying those changes. The MD&A also must include quantitative tabular disclosure regarding the company’s contractual obligations.

Sarbanes-Oxley Certifications

The Sarbanes-Oxley Act created two certification requirements for the principal executive and principal financial officers of public companies. Section 302 of the Sarbanes-Oxley Act requires a certification that is filed with each quarterly and annual report and which states that the reports are accurate and complete and that the company has in place adequate disclosure controls and procedures and internal control over financial reporting. Section 906 of the Sarbanes-Oxley Act requires a certification that is furnished with any report containing financial statements and which states that the report fully complies with Section 13(a) or 15(d) of the Exchange Act and fairly presents, in all material respects, the financial condition and results of operations of the company. Although paragraph 3 of the Section 302 certification may be omitted in certain circumstances, and plural references to “certifying officers” in paragraphs 4 and 5 can be made singular, the certifications must otherwise strictly follow the language provided in SEC rules.The SEC has said that it will not accept an altered certification even if the alteration would appear to be inconsequential. If a filed certification is not correct and complete, the accompanying report may be considered by the SEC to be materially incomplete and deemed not filed (thus potentially affecting Form S-3 eligibility, among other things).

Signatures

The Form 10-K must be signed on behalf of the company by a duly authorized officer as well as by its principal executive officer(s), its principal financial officer(s), its controller or principal accounting officer, and by at least a majority of the members of the board of directors. When the form is filed by a limited partnership, it must be signed by at least a majority of the members of the board of directors of any corporate general partner that signs the report.

“Thanks to everyone involved for their efforts. An impressive result!”

Fast turns and spot-on execution has redefined Vintage, helping us to be a top three solution in North America. Our work is highlighted every Monday in our “IPOs and Transactions of the Week” blog and email.  Importantly, our week’s success is further highlighted (and celebrated) by the appreciative notes our operations people receive each day from our clients.

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We can’t not share the good news (anonymized for privacy). Sales can offer you full named references.

Here is just a handful of the week’s notes:

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Kudos to our XBRL team

So far we are very happy with the tool, I think we still have some work to do on our end to make sure we are utilizing all the functionality efficiently; but I think we are off to a great start.

Toward that end, [employee] is fantastic. He has been extremely helpful in making our transition as smooth as possible, very flexible and accommodating.  I can’t say enough positive things about him.  .

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Kudos to our XBRL team

Thanks for all your help in our first filing with Vintage.

I think we have some things to learn on our end, but we felt like the CDM product worked very well for us, and we were pleased with the overall process and the level of customer service from you and your team.

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Kudos to our IPO Transactions team

I would like to note how well you did turning lots of paper today. This is my first time working with you on an offering and I am impressed. Keep up the good work!

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Kudos to our Print team

The books for both events turned out beautiful and arrived on time. Thanks for working hard on meeting our deadlines.  You have been so helpful!!.

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Kudos to our EDGAR team

Thank you.  And thank you to everyone who got this done overnight. We appreciate the work.

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Kudos to our Print team

The books look great and everything went smoothly.  Thank you for all your assistance!

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Kudos to our EDGAR team

Once, again, I thank you and the Vintage team for excellent service in getting this done. It is much appreciated by all of us. Thanks, again, and best regards.

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Our rebrand was not just a logo change – it was a systemic and cultural reform throughout our operations. Our president, Liam Power, challenged his team to deliver the industry’s intelligent value, measured as fast turns and spot-on execution of services. You can meet Liam Power on this video. 

Thanks to our experts for delivering intelligent value!

XBRL beyond the 10-Q: experts champion broader content and analysis

Greater transparency, lower filing costs, reduced risks and better data quality – these long-promised benefits of XBRL are finally becoming a reality. As the XBRL landscape continues its swift evolution, we discussed the latest developments with five experts – as well as with a representative of the SEC.

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Vintage Question > XBRL is currently being used primarily for SEC quarterly filings, but does it hold possibilities for broader applications in accounting and financial data gathering? For which other sectors or tasks do you think it holds the most promise (e.g., insurance)? What about S-1, S-3 and S-4 filings?

Campbell Pryde > We think that XBRL should be used for anything with financial statement information. Overall, we feel the SEC needs to have a much more comprehensive data strategy.

If you’re asking for information from the capital markets today, they ask for the same information in many different ways. We have said repeatedly, “Please, if you’re asking someone to tell you what their assets are, ask for that information in a consistent way,” so that if someone reports assets to the SEC once, they don’t have to keep reporting it to them over and over again in a whole host of different formats.

One of the things we’d like to see is much more of this data being requested in XBRL.Data such as proxy information, hedge and mutual fund positions, corporate actions and earnings releases would be more useful for investors inan XBRL format.

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Outside of SEC reporting, we also have a few other initiatives. One is with the insurance industry, to get construction industry data in an XBRL format, and we’re also about to kick off an initiative with the Department of Energy, to have data on the financing of solar projects in XBRL as well. In addition, the Department of Labor (DOL) is looking to revamp the data collection for pension plans and this process would be greatly enhanced if data was reported in an XBRL format. Currently the DOL collects pension plan data in a PDF format and is used to guarantee pension plans by the government.

Hudson Hollister > There is currently legislation proposed in Congress, the Financial Transparency Act, that would require the SEC to adopt a structured format for everything that it collects. Not just the financial statements, or even just the 10-Ks and 10-Qs, but every one of the 600 or so forms that public companies and other entities have to submit to the SEC.

This would make the entire picture, all the disclosure that the SEC collects, into open data, searchable and available to everyone. We see these moves by the SEC as part of an overall move across all of government away from documents and toward standardized, searchable data. The Financial Transparency Act would go even farther than what the SEC is trying to do right now, but the actions the agency is currently taking are going in the same direction. It’s very important.

Ilya Vadeiko > I would speculate that the next great expansion of XBRL, and especially iXBRL, in the US should be into MD&A sections of financial reports, corporate actions and insurance. To our knowledge, those are the areas where the demand for structured and timely data is the greatest.

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REPORT: Institutional and individual investors align on both guidance and consensus

2017 is approaching. Investors will start sniffing around for guidance. Should companies offer guidance? The universal answer is “yes” of course, but are your investor’s using your guidance? They are… and at par with analysts’ consensus numbers.

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Giving guidance, whether financial or non-financial, assures your voice is in the investor mosaic – for both institutional investors and individual investors.

 


About the study

Initially launched in 2012, the Shareholder Confidence 365 Study is an ongoing survey targeted at two key constituents with whom public companies communicate: institutional investors and individual investors. It was the first study of its kind — directly asking investors how they consume investor relations content. In 2014, we published an updated study.

For this 2016 iteration, we have segmented and compared the results between institutional investors and individual investors. To date. we have accumulated over 6,870 responses from a pool of 16,000 buy-side analysts & portfolio managers and from over 15,000 long-term holding retail investors. There are 29 questions.

Questions include:

  • How often do you visit IR websites?
  • Why do you visit IR websites?
  • Do you use Twitter for stock research?
  • Would a CEO video instill trust?
  • Do you use earnings estimates?

The inbound response ratio is 1:3, Wall Street to Main Street. All of the data is unedited, except for any typos within the comments and the exclusion of inappropriate comments.

Click here to request the free Shareholder Confidence 365 Study.

IPOs and Transactions: Nov 21 – 25 / plus 2017 EDGAR filing deadline calendar

There were 27 transactions filed with the SEC last week. (USA holiday week)

Congratulations to all of the corporations and law firms that selected our transactions services last week including Nuo Therapeutics Inc. w/ Hill Ward Henderson, Creative Medical Technology Holdings Inc. w/ Vance, Higley & Associates PC and Regulation A+ registration CapRocq Core REIT Inc. w/  Kaplan Voekler Cunningham & Frank PLC.

We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value.

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Law firm / advisor Registrant Symbol Form Industry
All for One Media Corp. ALL FOR ONE MEDIA CORP EEQU 10-12G Amusement & recreation services
AltaVista Private Client, LLC STOCK MARKET BAR & GRILL CORP ~ 1-A ~
Carmel, Milazzo & DiChiara LLP PROVISION HOLDING INC PVHO S-1 Household audio & video equipment
Dechert LLP HERCULES CAPITAL INC HTGC N-2 Finance services
Delta Apparel, Inc. DELTA APPAREL INC DLA S-3 Wholesale apparel, piece goods & notions
Dorsey & Whitney LLP TACTILE SYSTEMS TECHNOLOGY INC TCMD S-1 Surgical & medical instruments & apparatus
Faegre Baker Daniels LLP ENDRA INC S-1 Electromedical & electro-therapeutic apparatus
Faegre Baker Daniels LLP AIRGAIN INC AIRG S-1 Radio & television broadcasting & comms equipment
Faegre Baker Daniels LLP TACTILE SYSTEMS TECHNOLOGY INC TCMD S-1 Surgical & medical instruments & apparatus
Foley & Lardner LLP GREAT ELM CAPITAL GROUP INC GEC S-1 ~
Fox Rothschild LLP BIO KEY INTERNATIONAL INC BJO S-1 Computer comms equipment
Goodwin Procter LLP PLUG POWER INC PLUG S-3 Electrical industrial apparatus
Hill Ward Henderson NUO THERAPEUTICS INC 4C7A S-1 Surgical & medical instruments & apparatus
Hughes Hubbard & Reed LLP CENVEO INC CVO S-3 Converted paper & paperboard products
Jenner & Block LLP INTERNAP CORP INAP S-3 Computer programming, data process, etc.
K&L Gates LLP ENDRA INC ~ S-1 Electromedical & electro-therapeutic apparatus
Kaplan Voekler Cunningham & Frank, PLC CAPROCQ CORE REIT INC ~ 1-A ~
Latham & Watkins LLP PRESIDIO INC ~ S-1 ~
Latham & Watkins LLP AMERICAN MIDSTREAM PARTNERS LP AMID S-4 Natural gas transmission
Latham & Watkins LLP AIRGAIN INC AIRG S-1 Radio & television broadcasting & comms equipment
Latham & Watkins LLP BEASLEY BROADCAST GROUP INC BBGI S-3 Radio broadcasting stations
Locke Lord LLP AMERICAN MIDSTREAM PARTNERS LP AMID S-4 Natural gas transmission
McMurdo Law Group, LLC AMERI METRO INC. (FORMERLY YELLOWWOOD) AMGTI S-1 Heavy construction
Nemus Bioscience, Inc. NEMUS BIOSCIENCE INC NMUS S-1 Trucking, except local
O’Neal Law Office HIP CUISINE INC ~ S-1 Retail eating places
Pryor Cashman LLP NATIONAL HOLDINGS CORP NHLD S-1 Security & commodity brokers, dealers, exchanges & services
Shearman & Sterling LLP ROCKWELL COLLINS INC COL S-4 Aircraft parts & auxiliary equipment
Sichenzia Ross Ference Kesner LLP TOWERSTREAM CORP TWER S-3 Communications services
Skadden, Arps, Slate, Meagher & Flom LLP GREAT ELM CAPITAL GROUP INC GEC S-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP ROCKWELL COLLINS INC COL S-4 Aircraft parts & auxiliary equipment
Tucker Ellis LLP UNITED COMMUNITY FINANCIAL CORP UCFC S-4 Savings institutions, not federally chartered
Vance, Higley & Associates, P.C. CREATIVE MEDICAL TECHNOLOGY HOLDINGS INC JLLM S-1 Non-operating establishments
Vinson & Elkins L.L.P. PLAINS ALL AMERICAN PIPELINE LP PAA S-3 Pipelines, except natural gas
Wachtell, Lipton, Rosen & Katz PRESIDIO INC ~ S-1 ~

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors. Click here and opt-in to receive this weekly summary via email.

Click here to review the week’s underwriters.

Have a great week

IPO Underwriters of the Week: Nov 21 – 25 (USA holiday week)

Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
AIRGAIN INC S-1 Cowen and Company, LLC William Blair & Company, L.L.C. Northland Securities, Inc. / Wunderlich Securities, Inc.
ENDRA INC S-1 Dougherty & Company LLC ~ ~
PRESIDIO INC S-1 J.P. Morgan Securities LLC Citigroup Global Markets Inc. Barclays Capital Inc. / RBC Capital Markets, LLC
TACTILE SYSTEMS TECHNOLOGY INC S-1 Piper Jaffray & Co. William Blair & Company, L.L.C. ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and shareholder communications.

Click here to review the week’s IPOs and active securities law firms. Click here and opt-in to receive this weekly summary via email.

Have a great week.