What is rule 15c211Written by Joseph Quinones
What is rule 15c211?15c211 Was designed to allow fully reporting public companies to have their securities quoted on Over-The-Counter Bulletin Board (“OTCBB”) by filing some simple disclosure. Rule 15C211 Under SEC Rule 15C211, a U.S. securities broker or dealer may not publish a quotation for any security unless certain information concerning issuer is available and broker or dealer has a reasonable basis for believing that information is accurate. The information requirement is satisfied, in simple terms, if: 1) a Securities Act registration statement (F-6, F-1) has been filed within last 90 days, 2) issuer is complying with filing requirements and has in its records issuer's most recent annual report, 4) issuer is complying with Rule 12g3-2(b), 5) broker or dealer has on record information relating to issuer, its securities, its business, products and facilities. Management information, financial statements of issuer and certain other data must also be on record. Form 15C211, also known as Form 211, refers to specific filing form a broker/dealer must provide containing information necessary to publish a quotation on company. For more information visit: www.genesiscorporateadvisors.com Reverse merger: A reverse merger is a method by many of our small and mid-cap companies to initially go public, is purchase of, and reverse merger into, an existing public shell company. This is inexpensive compared with conventional Initial public offerings (IPO). this is also a simplified fast track method by which a private company can become a public company.
| | Reverse Merger: one of several options.Written by Joseph Quinones
Reverse Merger; One of Several OptionsSmall and mid-size companies looking to go public usually think IPO (Initial Public offering), but find it difficult to get an underwriter to look at them. They go out and engage a consultant that advises them to do a reverse merger and they usually jump into it head first without exploring options. 1. If you have read some of my previous articles you may find this repetitious, but I can’t emphasis enough importance of selecting a good consultant. A consultant that is working for you and you alone, and does not have an interest in selling you a corporate shell and getting your company trading, so that they can sell their stock and move on to next victim. What are options? (1) An initial public offering (ipo) is absolute best but most difficult and most expensive but with financing that is raised it will enable company to be listed on one of more visible markets. Such as Nasdaq Small Cap, or American Stock Exchange. And if your company is big enough it may qualify for Nasdaq National Market System, which would make your company attractive to analyst and institutional investors. (2) A Reverse Merger is for those small and mid-size companies that are aggressive and will like to grow quickly and find that by being a public company they can achieve those goal sooner. I will give you some of benefits of being a public company later. In a reverse merger privately held company purchases a publicly traded company with substantially no assets (a “shell”). The shell issues stock to owners of private company. The shell issues sufficient stock, usually 90-95% enough to effectively control public company. The public company will normally change its name to private company’s name and elect a new Board of Directors which will appoint officers. The public corporation will usually have a base of shareholders sufficient to meet 300 shareholders requirement for eventual admission to quotation on NASDAQ Small Cap Market or American Stock Exchange (if private company’s financial condition substantiates either NASDAQ or AMEX requirements). Although some shells have as few as 35-50 shareholders and currently listed (or can apply for listing on OTC Bulletin Board or NQB Pink Sheets.
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