Special focus on the Reg A+ “mini-IPO” at the Public Company Boot Camp

The newly reformed Regulation A promises to revolutionize the going-public process for small high-growth companies.

By allowing a private company to issue registered shares to the public via open solicitation, to raise up to $50 million annually issuing freely-tradeable stock under a lightened regulatory reporting regime, Reg A+ as it’s come to be known has opened opportunities for small companies to raise capital and go public like nothing since the creation of the “APO” market in the mid-2000s, when reverse merger attorneys and microcap fund managers worked to create synthetic IPOs of emerging growth companies by combining reverse mergers with PIPE financings to bring them public and raise capital simultaneously.

The Reg A+ structure is a major improvement over the APO concept, and arguably better than a traditional IPO via S-1 registration for many pre-IPO companies. Does it make sense for your company? That question will be the focus of a four-hour workshop on the Reg A+ market on Tuesday May 3, beginning at 1:30 pm at Caesars Palace in Las Vegas.

The Public Company Boot Camp at the Growth Capital Expo is designed for officers and directors of pre-IPO and newly public emerging growth companies. The boot camp unpacks the going-public process for executive teams, and offers advise, counsel and direction from four panels of professionals experienced in taking emerging growth companies public. Each panel will address the questions officers and boards need to ask before making the decision to enter the public markets, and how to prepare for and execute each step of the process.

The Public Company Boot Camp has been a standing-room only event and one of the highlights of Expo since it was introduced two years ago.

This year, the boot camp program is devoted to exploring the Reg A+ “mini-IPO” process. Advisors, attorneys and sponsors active in Reg A+ offerings will offer their advice and counsel on what companies should consider when deciding whether to conduct a Reg A+ offering, what they need to do to prepare for one, who to bring onto their team and when, costs and timelines for executing the offering, the SEC’s filing and review process, marketing the offering online, closing the deal and preparing for a listing and the commencement of trading.

Adam Epstein

Keynotes

Book-ending the workshop panels will be two terrific keynote speakers who will address different topics of compelling significance to emerging growth company executives and their boards.

Adam Epstein of Third Creek Advisors, the man who “wrote the book” on small cap corporate governance, will kick-off the afternoon with a presentation on how emerging growth executives and their boards can avoid the most common mistakes made when raising capital and interacting with investors.

Having co-managed one of the most active hedge funds focused on the microcap market, Epstein has seen, and capitalized on, the many mistakes small company teams make again and again as they engage with investors, shareholders, and the public while building their businesses and raising capital.

Now an advisor to emerging growth company boards, author of a best-selling book on small cap corporate governance, and a frequent speaker and lecturer on emerging growth company governance throughout the U.S., Europe and Asia, Epstein will open the day with his no-holds assessment of small cap fundraising, “Every Emerging Growth Company Makes at Least Four of These Ten Financing Mistakes.”

Reg A+ Market Update: The Dawn of the Mini-IPO

David Bukzin of Marcum, Rod Turner of Manhattan Street Capital, and David Gosselin of dbbmckennon will preside over the first panel of the Boot Camp, “Reg A+ Market Update: The Dawn Of The Mini-IPO.” The panel will offer an overview of recent activity in the inaugural year of the Reg A+ market, including aggregate figures on the number of deals launched, closed, capital raised, and average raise amounts. The panel will also discuss what pre-IPO company management teams should consider before choosing to pursue a Reg A+ offering.

Reg A+ Filing Process

The second panel of the afternoon will focus on the pre-filing preparations that every company needs to make once the decision to move ahead with an offering – selecting legal, accounting and other advisers to assist in the preparation of filing documents, deciding between a Tier 1 and Tier 2 offering, preparing financials, securing proper liability coverage, preparing the offering circular, escrow and subscription agreements, and filing Form 1-A with the SEC. Mike Tomasulo of AHT Insurance, Neil Levine of Friedman LLP, Lou Taubman of Hunter Taubman Weiss, and Lou Bevilacqua with Digital Offering will lend their expertise to this critical stage in any Reg A+ effort.

Deal Marketing and Distribution: Portals, Platforms and Brokers

The third panel will address marketing your Reg A+ deal while staying on the right side of the new solicitation rules. This panel of broker-dealers, offering platform operators and deal marketers will show attendees how to conduct “testing the waters” campaigns, distribution deal marketing communications and collect solicitations of interest, and convert commitments to capital.

Deal marketers Darren Marble of CrowdFundX and Damon D’Amore of CrowdFunnel will offer proven methods for attracting investors via online solicitation, third-party promotional campaigns, and road shows. David Weild with investment bank Weild & Co., and Mark Elenowitz of alternative securities dealer BANQ, will address the critical steps that need to be taken to ensure newly-minted Reg A shares are placed with the right investors first, and are fully eligible for electronic deposit and trading in brokerage custodial accounts upon issuance.

The Reg A+ Aftermarket

The final panel of the day will focus on the aftermarket – those critical months post-offering, as Reg A+ companies begin to realize their potential as publicly traded companies. This session will discuss listing and filing requirements for the OTCQB and QX markets, other trading venue options, securing FINRA 15c2-11 approval, options for secondary liquidity and follow-on offerings, and preparing for uplisting to national exchanges. Margaret Rosenfeld of Smith Anderson, Joseph Oltmanns of OTC Markets Group, Michael Colon of IssuerDirect and John Lowy of Olympic Capital Group will offer their insight and advice on maximizing the benefits of being a publicly traded company.

Closing Keynote and Reception

David Weild IV

David Weild will close the Boot Camp with thoughts on the legislative and regulatory work that remains to be done to fully realize the goals of the JOBS Act, the legislation which revived the Reg A structure and deregulated the small IPO market. Weild, a former vice chairman and executive committee member of NASDAQ, with his partner Ed Kim co-authored several seminal studies that documented the long-term decline in equity capital formation in the United States and provided the core arguments that gave rise to the JOBS Act and many of the specific provisions contained in it.

He will close the day with a look at the issues that remain to be addressed with a presentation titled, “The Unfinished Agenda for Emerging Growth Capital Formation.”

The Growth Capital Expo Opening Reception will immediately follow the conclusion of the Boot Camp program, and is open to all workshop attendees.

Registration for the Public Company Boot Camp is only $295 including the reception, and is included in any Expo All Access ticket. Company officers and directors who decide to stay for the Expo general session on May 4-5 will receive credit for their boot camp ticket against the cost of an Officers & Directors All Access pass. Click here for more information and to register.