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S1 Registration

A Form S1 represents the opening registration that a US firm must submit with the SEC prior to an Initial Public Offering. The Securities Act requires a registration statement, otherwise known as Securities and Exchange Commission Form S1, previous to security can be issued on a public exchange such as the NASDAQ, NYSE, or other exchanges. Foreign corporations can register with the SEC, but they must do so using the SEC Form F1. Corporations must fill out Form S1 to outline their intended use of capital proceeds, a description of their current business strategy and competition, and a brief prospectus for the new security, including offering pricing mechanism and any other dilution to other listed stocks.  The SEC also mandates that any material business conducted between the corporations and its directors and external counsel be disclosed. Investors can access S1 filings online in order to do due diligence on new offers before they go public.  As a result, businesses can use t...

Securities Act of 1934

Companies raise capital by issuing shares on the primary market which is regulated by Securities Exchange Act of 1933. The following year Securities exchange Act of 1934 was enacted by Roosevelt administration which regulates securities on the secondary market, where they are traded after original issuance. This Act created Securities and Exchange Commission (SEC) and gave it broad power to register, regulate and oversee securities, markets and financial professionals. SEC has disciplinary power over regulated entities and person associated with them if they engage in prohibited conducts in the market. Requirements outlined in securities Act of 1934 must be followed by all companies that are listed on stock exchange. Primary requirements include corporate reporting, proxy solicitation, tender offers, insider trading and registration of exchanges and associations. Companies that have more than $10 million is assets and more than 500 shareholders must do annual and periodic ...

How SEC regulates stock market?

Securities and Exchange Commission (SEC) is independent U.S federal agency that regulates the stock market. It was created in 1934 by Congress to help restore investor confidence after the 1929 stock market crash. The Securities Exchange Act of 1934 was created by Securities and Exchange Commission. It govern securities transaction on the secondary market relying on Securities Act of 1933 which increased transparency in financial  statements and  established  laws against fraudulent activities. In essence SEC provides transparency by ensuring accurate and consistent information about companies that allows investors to make informed and sound decisions. Without transparency stock market would be vulnerable to market speculation and creation of asset bubbles.  Securities and Exchange Commission has five  commissioners and five different divisions: Division of corporate finance - review corporate filing requirements ensuring that investors have c...

What is OTC?

Over-the-counter may refer to OTC market or process of trading securities that are not listed on some of major exchanges. On OTC market securities are traded via broker dealers who quote the stock unlike exchanges which function as auction market. Companies that can't meet listing requirements of major exchanges usually because they are too small and volatile or they don't want to be subjected to strict regulations and requirements of exchange trade on OTC market as so called unlisted securities. Over-the-counter market is decentralized market, without physical location. Broker dealers who are regulated by Financial Regulatory Agency (FINRA) act as market makers by quoting the prices but it is possible that transaction can happened between two parties without others knowing information about price. This makes market less transparent alongside fewer regulatory requirements. Stocks trading on OTC are considered to bear additional risk, especially default risk but it is ...

What does fifth letter in ticker means?

A ticker or stock symbol is an abbreviation or an acronym that uniquely identifies securities of particular company on particular stock market. It consists of letters, numbers or both in a combination that is unique for every company. The term ticker itself came from the sound made by ticker tape machine that transmitted stock price information over telegraphic lines. They were supposed to be short to minimize the number of character printed on the ticker tape and to make them easy to recognize for traders and investors. Company's ticker may change due to various reasons, reflecting a merger, name change of a company or if the company trades on multiple exchanges worldwide. US modern letter only ticker symbol was developed by Standard&Poor to bring national standard to investing, Companies trading on New York Stock Exchange (NYSE) usually have three letter ticker symbol while Nasdaq ones usually have four letter stock symbol. In July 2007 Securities and ...

Is reverse split good or bad?

Reverse stock split reduces number of outstanding shares in a predetermined ratio. It is also known as stock consolidation, share rollback or stock merger because two or more shares are merged into one more valuable share.  Reverse split is considered to be a corporate action, meaning action that is affecting share price and needs to be approved by the company's board of directors and possibly by voting shareholders. Company can even get additional letter D to its ticker signifying that it is going through reverse split. Number of total outstanding shares, which includes shares currently held by all shareholders, including institutional investors and restricted shares, is usually divided with 5 or 10 getting ratio one for five or one for ten but it can be as little as one to two or big as one to hundred. For example if you have 100 shares worth $1 each so you have $100 worth of shares. if a company is going for one for then reverse split, you will receive ten shares, each...

Investing in Penny Stocks

Not all stocks fulfill listing requirements for major stock exchanges like Nasdaq and NYSE but they trade on over the counter market (OTC). Even though many believe penny stock trade less than a $1 per share, Securities and Exchange Commission defines them as a securities issued by small-cap and micro-cap companies that trade under a $5 price. Because of their low price penny stocks are often logical beginning for new investors. What this means is that you can buy thousands of shares of various companies without investing significant financial means. You may even hear from some investors that they joined "one million club" owning million shares of the same company trading on OTC. With such big numbers of shares, price raise of even few cents can bring nice gains for investor. Some may be attracted to penny stock because they are dreaming of big profits, buying shares for couple of cents and selling them for millions. Even though penny stocks can be lucrative there ar...

Understanding bonds

Bonds is one of the three main asset classes besides stock (equity) and cash equivalents. Bond is considered fixed income security where bond issuer is in debt to the bond holder and is obliged to pay him an interest. It can be understood as a form of a loan where holder of the bond is creditor, issuer of the bond is borrower and coupon is interest that he pays. Issuers of the bonds are companies, municipalities, states and governments which used funds obtained through bonds to finance long term investments and current expenditures. Bondholders are debt holders that have priority over stockholders but are ranked behind secured creditors in case of insolvency. Bonds have maturity date when the principal is due to be paid and interest rate that can be fixed or variable. Principal is face value of the bond, actual amount that is on the bond which will be paid to the holder at the maturity date. Fixed rates remain the same through the set period while variable rates fluctuate o...

Being a public company - what it means?

In simple term public company is company whose shares are publicly traded on one or more stock exchanges or over the counter market (OTC) and that ownership is dispersed among the many investors. History of public market dates back in early modern period when Dutch helped lay foundation of modern financial system. Publicly traded companies usually have many investor while privately held companies had fewer, but company with big number of investor doesn't have to be public company. Securities and Exchange Commission (SEC) states that every company with more than 500 investors and more than $10 million in assets must register with SEC and adhere to its regulations. Most public companies where private and after that they meet requirements to become publicly traded company mainly because it brings many advantages. Public companies are able to raise capital  through the sale of stock in a way shares become company's currency which is then traded on the market. Before it w...

Overview of Regulation A+

   The Jumpstart Our Business Startups Act (JOBS Act) was signed into law by president Barack Obama on April 5t, 2012. Legislation diminishes regulatory restrictions for startups like capital raising making it easier for them to get established. As stated in the bill, the purpose is "to increase American job creation and economic growth by improving access to the public capital markets for emerging growth companies''. Title IV of JOBS Act  or Regulation A+ allows startup and later stage companies to raise up to $50 million from accredited and non - accredited investors. Reg A had been extended in May 2018 by federal legislation  and now allows public reporting companies to use it to raise capital. There are two tiers of Regulation A: Tier I offering:  raise up to $20 million all investors are eligible no individual investment limits can be matrketed anywhere reviewed financials SEC and state qualifications required no ongoing disclosure ...

Funding startups by Mina Mar Group

It is very likely that you hear about some new promising company or you want to start your own company. There are a lot of good ideas out there but not all are going to be implemented and launch successful companies. Sometimes the link that is missing is so much needed funding at the right time in seed stage. At Mina Mar Group, we help companies that are in early stage through detailed plans to get viable solutions to funding for the growth of emerging organizations. Early stage companies are typical pre-revenue and pre-profit and they usually seek capital to invest in product development, building team of employees and trying to build sales channels. Startup companies still have a lot to go in their business journey before they reach positive cash flow and that is the major reason why they are in need of funding. Reaching financial independence often comes in the form of initial public offering, reverse merger and acquisition. Sometimes the first-hand investors will be friends...

Raising capital with Mina Mar Group

When you talk about raising capital usually the first thing that comes to mind is traditional initial public offering (IPO) and even though it is the the good way to rise significant amount of capital. It is especially useful if you want to avoid borrowing money from traditional sources. In the primary offering, when a private company is selling their stock for the first time they get the influx of capital. Most of that capital is used to expand business and improve profitability of the company by investing in research and development of products and services,marketing and advertising, hiring skilled and experienced personnel, buying assets, etc. Being public also opens many financial doors mostly because public companies are under scrutiny and they have to issue quarterly/annual reports and do audits. For example it is easier to borrow additional capital at a favorable rate. Mina Mar Group can help you go trough every stage of the IPO process, from drafting the p...

Buying or selling company?

Reverse merger brings many benefits so it's no wonder that many private companies decide to use it as a means of taking their company public. It is considered less costly and less time consuming alternative to traditional IPO process. The point is that your private company reverse merge into public shell that is already registered with Securities and Exchange Commission (SEC) so you don't have to go trough the whole process again. If you are searching for a public company to buy that is where we can help. Mina Mar Group is the largest small cap, micro cap and nano cap retailer of freshly minted public companies that are already quoted or trading on the OTC market. We offer you a vast inventory of pubco vehicles and we offer full range of services. With a large inventory of public companies and with our network of agents across country which enables us to find the right company that matches your criteria. Part of our full services package is providing you with approved ...