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OTC stocks more difficult to trade and deposit

  Mina Mar Group helps micro-cap companies structure their growth. Micro-capitalized companies are those with less than $50,000,000 in equity, sometimes under $1,000,000. Restructuring involves raising money (both debt and stock), and planning how they will eventually harvest that wealth. If you’re a founder or investor, the secret to harvesting your equity is to possess assets with a developed market for their sale; up until recently, that market was the public market. Now, Over-The-Counter Securities (“OTC Securities”) don’t serve that purpose since, unless you’re a tech unicorn doing an IPO, there are essentially no ways to sell the shares you’ve invested in. OTC securities – how they were deposited five years ago. Brokerages all around the country have tightened compliance over the past five years to the point where no one may deposit share certificates into their brokerage accounts, even if they can prove that they paid for them. Consider the following demand from a secondary ...

How important marketing is for Regulation A?

  Regulation A+ represents the lately enacted SEC rule that amends and expands the rarely utilized Regulation A offering exemption. Regulation A+ might be viewed as an alternative to a small registered IPO and also, as a substitute or addition to other securities offering procedures that are not subject to registration under the Securities Act.  Although Regulation A+ is still quite new, it is swiftly establishing a name as the perfect spot for so many American businesses looking for capital. Reg A+, which is supported by the SEC, actually permits non-SEC reporting corporations to raise capital from public investors while also allowing (or even more motivating) the issuer to publicize their offering openly.  The opportunity to publicly market to investors has benefited greatly for numerous corporations.  This method is intended to reduce regulatory constraints by allowing companies who wouldn’t have contemplated pursuing total IPOs to get the type of financing necess...

Gypsy Swaps

The term known as a gypsy swap is a method of raising capital that involves persuading existing shareholders to exchange their free-trading, common stock for a restricted one. Gypsy Swap is a transaction that has been in practice by stock promoters for many years. The SEC's view is that Gypsy Swaps are a means to evade the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and violate Section 5 of the Securities Act. The SEC has established specific rules in the Securities Act under Section 5 that require any new stock transaction must be listed with the SEC. The SEC has said unequivocally that Gypsy Swaps are infractions of Section 5 of the Securities Act of 1933, exposing all participants to monetary and other civil penalties, including disgorgement. It's important for issuers and investors to remember that a Gypsy Swap is only one way to avoid the registration requirements of Section 5 of the Securities Act. Any transaction in which t...

Equity

Equity Shares  They are categorized under long-term sources of finance because legally they are irredeemable in nature. For an investor, these shares are a certificate of ownership in the company by virtue of which investors are entitled to share the net profits and have a residual claim over the assets of the company in the event of liquidation. Various Prices of Equity Shares: - Par or Face Value - Issue Price - Share Premium and Share at Discount - Book Value - Market Value Types of Equity Shares: - Authorized Share Capital - Issued Share Capital - Subscribed Share Capital - Paid-up Capital - Rights Share - Bonus Share - Sweat Equity Share  Equity Share Investment Advantages: - Dividend - Capital Gain - Limited Liability - Exercise Control - Right Shares - Bonus Shares - Liquidity - Stock Split Disadvantages: - Dividend is not fixed/controllable - High Risk - Fluctuation in market price - Limited control - Residual Claim  Equity Financing refers to raising capital by g...

What is toxic financing?

Many small-cap and micro-cap companies are in a need of additional capital. Obtaining funding can be tricky and it is best to have someone experiences to advise you about financing proposals. Many of the offers can seem legit at first sight but if you look deeper they are just  camouflaged toxic financing contracts. The real question is what is toxic financing and how you can recognize it? Toxic financing can be defined as convertible debt or preferred stock that allows financier to receive unlimited number of common shares by converting their debt. This type of debt has low chance that it will be repaid because it carries an interest rate that company usually cannot repay. Financier uses this situation to convert debt or preferred shares to common shares and sell them on the market. Formulas that are used for conversion in toxic financing  is structured so there is no downside limit on the price for converted shares. It gives discount to the marke...

What is common stock?

A stock is a type of security that signifies peace of ownership in a corporation an represents a claim on a part of the corporation's assets and earnings. There two main types of shares: common shares and preferred shares. There are clear distinction between two types of shares, primarily based on voting rights and dividend payments. Common shares are also know as ordinary shares, voting shares or equity shares. First ever common stock was established in 1602 by Dutch East India Company and introduced on the Amsterdam Stock Exchange.  During initial public offering company offers shares for sale and in that way sells part of the company in order to raise capital. Underwriter helps company to determine type and pricing of offered securities. After IPO company's shares become publicly traded and company can issue new stock. Percentage of shareholders' ownership is determined by the number of shares in his possession, which are some percentage of total number of out...

Debt or Equity?

When it comes to choosing the right type of financing you will have to consider multiple factors on both sides, type of financing and your business needs. As we mentioned in previous articles all financing boils down to two types: debt financing and equity financing. If you are new in business you will need money to invest in expansion and growth. Chances are that you don't have long history of profitability and that you didn't have time to build good credit score which means that banks and some lenders will not be eager to give you a loan. Or on the other hand you are not comfortable with a fact that you can lose your assets whether business or personal. In that case equity financing will work best for you. This is an opportunity to raise cash without strict requirements that bank will demand from you and you will not have to pay monthly rates to the lender as in the case of debt financing. By avoiding monthly payments you will have more cash on your hands that you can...

Mezzanine financing

Mezzanine financing named for its place in the capital structure, is a hybrid of debt and equity financing. Lender gives you a loan and if everything works out the company simply pays to loan back under already fixed terms. The truth is that large percent of new businesses fail so lender has the right to convert their loan into an ownership percentage or equity interest. This allows lender to have a claim to any future profit and protect himself in case of default. On the other hand mezzanine capital enables owner to keep full ownership as long as business is lucrative. It can also be used to persuade reluctant investor who sees your venture as a high risk by offering him mezzanine arrangement. If business fails to pay the loan lender is generally paid after venture capital companies and senior lenders are paid. Mezzanine financing is also offered to business with established reputation and products and history of profitability where process is completed with little due dilige...

Types of financing (part 2)

Another type of financing beside debt is equity financing. Equity financing means that business raise money through investor by selling the part of the ownership of the company. What motivates investors to get involved is their belief in company's potential and massive return on their investment in the future. It is also called risk capital because return is only possible if the enterprise produces sufficient revenues for that purpose. Equity financing has wide array of capital sources and here are some of them. Private investment from friends and family - you may think this is the easiest way to raise money because you will contact people that you know and it is likely that they want your business to succeed and they require less material preparation. Ownership sharing may or may be not required and many will enter into agreement through the use of promissory note. Usually people don't have large amount of money to invest in business so it is not very usual to secure...

Canadian Stock Exchange

Canadian Stock Exchange (CSE) is one of the fastest growing exchanges in the world. It was the first full stock market to be approved by the Ontario Securities Commission  in the past 70 years. CSE is alternative for micro-cap and emerging companies. It gives alternative to entrepreneurs  by making the access to Canadian public capital market easier and more user friendly. The CSE offers simple and precise rule book that makes the process of accessing public market quick and relatively inexpensive. Here are some of the reason why you should list your company on Canadian Stock Exchange. Straightforward requirements  - listing on CSE is streamlined with clear and concise rule book (it is just 56 pages). It helps companies to quickly realize if they can meet requirements and avoid engaging in lengthy process. Rule book is written not only for lawyers and corporate finance people but also for companies and business themselves so they can understan...

Chapter 11

Bankruptcy happens when business is unable to pay its debts and creditors. Business can file with federal bankruptcy court  for protection, usually under chapter 7 or chapter 11. In the United States bankruptcy is governed by federal law commonly referred to as the "Bankruptcy Code". Bankruptcy cases are filed in the U.S. Bankruptcy Court and federal law govern procedure in bankruptcy cases but state laws are often applied to determine how bankruptcy affect property rights and debtors. Two major types of bankruptcy are Chapter 7 and Chapter 11. Chapter 7 happens when company ceases all of its operation and goes completely out of business. A trustee is appointed to sell (liquidate) company's assets in order to pay off its debt. Debts are payed off according  to absolute priority. It is rule that secured claims are paid before junior claims are paid. In that order secured creditors are paid first, then bondholders and in the end shareholders. In other words, invest...