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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 the purpose of DTC?

Deposit Trust Company (DTC) is the largest securities depository in the world, created by securities industry to imporove efficiences and reduce risk in the clearence and settlement of securities transactions. It was founded in 1973 and based in New York, DTC is organized as limited purpose trust company meaning it is charted by state to perform specific trust functions, acting as a depositor or safekeeper for securities and mortgages. Basically DTC holds securities for banks and investment firms. DTC alos acts as clearing agency, registered with SEC for securities transactions in the U.S. market, invloving equities, corporate and municipal debt, money market instruments, American depositary receipts and exchange traded funds. All movements of securities are made electronically with book-enry adjustments. Most large U.S broker-dealers and banks are DTC participants, menaing they deposit and hold securities at DTC. Individual investors cannot be participants.  DTC appears i...

Changes to Dodd-Frank Act

Dodd-Frank Wall Street Reform and Customer Protection Act  was signed into law in 2010 as a response to financial crisis of 2008 by targeting sectors that caused the crisis, banks, mortgage lenders and credit reporting agencies. It reshaped U.S. regulatory system, especially financial sector. From the beginning Dodd-Frank received  criticism that it limits growth potential of financial firms and lovers overall market liquidity. On February 3, 2017 Donald Trump signed an executive order that asked the U.S. Treasury to propose Dodd-Frank changes and a year later on May 24, 2018 President signed into law Economic Growth, Regulatory Relief and Consumer Protection Act. With this Act, Dodd-Frank wasn't repealed but some of its regulations were loosened. Consumer Financial Protection Bureau still has the control over mortgage lending and credit reporting agencies. It was argued that regulations proposed by Dodd-Frank impose a burden on community banks and ...

Derivatives - explained

Derivative is very complex complex to explain but at its most it is financial contract between two or more parties and it derives its price from an underlying asset. Basically buyer agrees to purchase the asset on a specific date at a specific price. There are numerous types of derivatives and underlying assets can be almost anything but the most common are commodities (oil, gasoline, oil), currencies, stocks, bonds, interest rates and market indexes. They can be traded on unregulated over-the-counter market where transactions happen between private parties or they can be traded on exchange where they are highly regulated and standardized. Bear in mind that OTC constitutes major portion of  derivative market and it caries great counterparty risk - possibility that one of the parties involved might default. Common derivatives are options, futures,swaps and forwards.  Options give the buyer right but not the obligation to sell or purchase underlying asset at a ce...

What is restricted stock?

Restricted stock or restricted securities is unregistered stock that is not fully transferable until certain conditions are met and they must be traded in compliance with SEC regulations. After the conditions are met stock is no longer restricted and it becomes transferable.  Restricted stocks are often given to employees as a compensation that typically become transferable after certain conditions are met like continued employment for a period of time before vesting or achievement in particular product-development milestones, earning per share goals or other financial targets. Restricted stock is also given to corporate insiders like directors and executives, often after merger and acquisition, underwriting and affiliate ownership  to prevent early selling of stock that could negatively affect the company. Corporate affiliates can also lose the right on stock if they leave the company, fail to meet certain performance goals or break SEC trading restriction rules. Con...

Why you should list your company on CSE?

C anadian Stock Exchange or CSE, operated by CNSX Markets Inc. is an alternative stock exchange In Canada, recognized as such in 2004. The CSE represents itself as an exchange for entrepreneurs that offers alternative and easier access to capital market. This is done through simple and precise rule book that makes listing quick and relatively inexpensive. The exchange is fully automated which means that floor trading method is not preferred.  Taking your company public by listing it on CSE gives you an opportunity to explore Canadian strong capital market and raise capital that will help your business grow. As publicly traded company on Canadian capital market will raise your corporate profile and draw attention of investors willing to invest in your company. In order to become publicly traded company in Canada company must become reporting issuer with one or more  of the Provincial Securities Commissions which means it is subject to ongoing public disclosure and...

Listing your company on Nasdaq

NASDAQ or the National Association of Securities Dealers Automated Quotations is an American stock exchange, second largest stock exchange in the world after New York Stock Exchange (NYSE) in terms of market capitalization. It was founded in 1971 as the world's first electronic stock market. In 2006 Nasdaq changed its status from a stock market to a licensed security exchange. With approximately 3,900 listings Nasdaq has market capitalization of around $10 trillion from various industry sectors like technology,  telecommunication, healthcare and financials. Nasdaq's normal trading sessions are between 9:30 a.m. and 4:00 p.m. Eastern Standard Time and offers quotes at three levels. The Nasdaq stock market has three distinctive tiers: The Nasdaq Global Select which consist of U.S. based and international stocks that represent the Global Select Market Composite. It has the most stringent financial and liquidity requirements. The Nasdaq Global market includes stock that...

Common investing mistakes

When trying to learn any skill and reach excellence, mistakes are the natural part of process. There is no way around it, but beginner investor are usually more prone to making these mistakes. Even famous and successful investor have made some of these mistakes at least once. We will look over some of the most common mistakes in hope to raise awareness among future and current investors and help them avoid repeating them. First of all, investing in business and industry that you don't know that well is not a good idea. There is always some "hot" and "up and coming" industry sector but if you don't have much knowledge about that particular industry and don't understand its business model avoid it. For example crypotocurrencies were massive hit, year and a half ago when bitcoin reached its all-time high of $19,500 and then fell to $3,000 a year later. Inexperienced investor could suffer a massive loss if he doesn't fully understand complexity ...

What is a hedge fund?

A hedge fund is an investment fund that collects pools capital from accredited and institutional investors and invest in securities or other type of investments with a goal to generate high returns. What makes them different from mutual funds besides type of investors and diversity of investments is that they are less regulated and have more freedom when utilizing  investing strategies that carry greater risk and potential for loss. Reason why it is available to wealthy investors is their knowledge and understanding of risks involved and ability to afford higher fees and potential loses. This means they can use short selling and other speculative activities unlike mutual funds. To be considered accredited investor individual must have a net worth of $1,000,000 at least or annual income of at least $200,000. Term accredited investor is defined in Rule 501 of Regulation D of Securities and Exchange Commission. Even though hedge funds are not subject to some regulation that...

What is a mutual fund?

Mutual funds is professionally managed company that collects money from many investors to purchase different types of securities such as stocks and bonds. Those combined holdings make fund's portfolio.Shareholders buy shares, parts of portfolio's value and participate proportionally in fund's gains and losses. Money managers allocate assets and try to produce gains for investors. Portfolios are managed differently in accordance with investment goals formulated in prospectus. Because funds invest in huge number of securities, its price of share is called net asset value (NAV) which is calculated by dividing total value of securities on the fund by total amount of shares outstanding. Price is settled at the end of the trading day so it doesn't fluctuate during market hours like regular stock. There is more types of mutual funds that are  classified according to the kind of securities that they invest in, investment goals and type of return they seek. Equity f...

Due Diligence - basics

Due diligence is defined as investigation or audit that reasonable business and person undertakes before potential investment or before entering an agreement to confirm all facts. Most investor are doing research before buying a security but due diligence can be done by a seller who investigates buyer's capability to complete the purchase. After the Securities Act of 1933 due diligence become common practice in United States when brokers and dealers became responsible for disclosing all relevant information about securities they were selling or they will otherwise be accountable and liable for prosecution. This put brokers into sensitive position where they could be unfairly prosecuted. In response creators of the Act set rule that says if broker performed due diligence when investigating companies whose securities they are going to sell and disclose that information to the public they are not held accountable. Not only prospective investors perform due diligence but also ...

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...

Why companies split stock?

Stock split or forward stock split is a corporate action where board of directors decides to issue more shares by dividing existing outstanding shares into multiple shares defined by the predetermined ratio. Most common ratios are 2 for 1 or 3 for one where investors for every share they own get two or three shares respectively. Likewise, price will be divided accordingly. If for example you originally owned 100 shares, each worth $15 in 2 for 2 split you will receive 200 shares  each worth $7.5 and in situation where 3 for 1 split is done it will be 300 shares with $5 price per share. As you can see no real value is added and market capitalization is the same just like with reverse stock split. Companies do this for various reasons. Some stock price can reach astonishing level and company's official might want to lower the price to make it more appealing to small retail investors. Some argue that there is a psychological effect which makes owning more stock at a low...

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...

How to start investing?

Investing is a great way to grow wealth. The key is to minimize the cost and maximize the return but you will have to keep a few things in mind. Doesn't matter if you have a couple of thousands or a hundred dollars you can always find a way to invest your money, from big blue chip to companies to investing in retirement plan available at your work. First of all you need to determine what is your investment style and choose the right broker accordingly. If you are individual type and you want to explore the market and pick the stock that you like than online or discount broker might be the right for you. Once considered exception online brokers are now the norm. Considered as simple order takers they are the least expensive professionals licensed to buy stock on your behalf. You will be charged on per-transaction or per-share basis. Communication takes place over the phone or via internet. Broker tech support allows you buy and sell stock instantly through your account. The...

What happens with shares in reverse merger?

Mergers requires at least two companies consolidating. After board of directors approve combination they seek shareholders approval if merger has material impact on either company. Result is that acquired company becomes the part of acquiring company. Stockholders may receive stock, cash or combination of the both. In stock for stock agreement between companies they agree to exchange shares on set ratio where post merger price will depend on the market condition and assessment of new companies chances for success. In cash for stock deal acquiring company agrees to pay certain amount for every share of the target company and in response price of the stock will usually rise while the price of acquiring company slightly falls. On the other hand reverse merger is more type of acquisition because one private company buys a public shells company in order to circumvent costly, lengthy and complicated process of initial private offering (IPO). After the exchang...

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...

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...