Finance Nuts

Go Public — Fast — Cheap

How to take a company public using a reverse merger instead of an IPO.

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Let’s fact the facts, there is no battle more
fierce than the battle for money. The competition can be brutal.

We all can remember the emotion of what its like
to be the loser and how much we want to avoid that at all costs.

We see every day as we walk around or drive
around, what the winners look like — they have the things we want — the cars,
the women, the houses, the toys, the prestige and status. Their families
prosper. Their companies have unlimited expansion. They are on the covers of
the business magazines. They are invited to the right parties and move in the
right circles. They can afford to make large donations to their favorite
charities.

Losers ultimately get to sleep under bridges and
eat out of garbage pails. No money, no friends, no nothing.

In order to be one of those winners we have to be
the one who wins the competition for money. There is only one winner and he
gets the money. Second place is first of the losers — nothing. Only the winner
has the prize.

In this deadly serious competition for money and
its benefits, there is one tool that has value above all others. The Initial
Public Offering. Going public. Creating a public company, whether it is through
an underwriting or a reverse merger with a public shell.

When you go public, you have access to capital.
Venture capital. Capital for expansion. You can sell stock. You can do PIPE
deals and get venture capital. You can raise money more easily.

You have the prestige of being a public company.

You can attract and keep better employees by
giving them stock options.

In effect, you can print your own money by
issuing stock to buy things. You can buy other companies and you can buy assets
with stock when you go public.

Most importantly, you, you investors and your key
employees with stock options have liquidity. You can sell in the market and get
fast cash.

 

How to Go Public

There are several ways to go public. One is the
conventional underwritten offering, the classic IPO. To often, today, this door
of opportunity is open to only a few.

A second, very popular way is the reverse merger
with a public shell.  This widely used
method can be expensive, with companies paying hundreds of thousands of dollars
in cash and handing over a substantial percentage of their stock to boot.  Reverse mergers are also fraught with
dangers ? the dirty shell with hidden liabilities and manipulation of the stock
by the shell promoters leaving the company with a destroyed stock price and a
crippled reputation for something they did not do.

Another, little known way is to make a
self-filing with the SEC. Many people do not realize is that they can use this
method to take their company public without placing their family jewel in the
hands of a Wall Street underwriter. They can control the deal. They can price
the deal. They have the confidence of knowing there are no hidden liabilities.
They can keep the cash and the stock they would have had to give away in a
reverse merger. They can control their destiny.

You can also use an SEC exemption to go public,
for example, Regulation A. This allows you to raise up to $5 million in an
abbreviated filing.

The choice you make is up to you; just be sure to
seek educated , experienced counsel before you choose.

 

 

About the author

John E. Lux is a former market
maker, a trader, security analyst and investment banker. You can learn more
about reverse mergers at http://www.reverse-mergers.info
and more about venture capital and going public at http://www.asklux.com

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