Reliable Counsel For Reverse Mergers
Over the years, our firm has been one of the most prolific firms in the reverse merger space having completed over 250 reverse merger transactions in the past 22 years representing both targets and public shell companies. Although most reverse merger transactions involve an OTC Markets traded public shell, we also have a depth of experience with reverse merger transactions on Nasdaq and the NYSE/NYSE American. Importantly, over the years the reverse merger landscape has changed dramatically.
Our experience goes beyond the basic merger paperwork such as the merger agreement or share exchange agreement, and SEC filings as needed such as an S-4; 14A proxy or 14C Information Statement, 14F for change of directors and closing Super 8-K but we also understand what it takes to be successful after closing. In today’s world it is vitally important to complete a thorough due diligence of the public shell company to ensure that future corporate actions such as name changes or reverse splits, will clear the arduous FINRA review process. For more on FINRA review of corporate actions see https://securities-law-blog.com/2023/05/09/changes-to-finras-corporate-action-notification-process/?hilite=finra.
For those public companies that alternatively report to OTC Markets, we assist in ensuring a smooth transition including complying with OTC Markets notification rules for a change of control. We manage expectations such that incoming officers, directors and control shareholders are not surprised when OTC Markets completes background checks and conducts its own due diligence in the process.
Following a reverse merger with an OTC Markets shell, most companies are striving to complete an uplisting and we are there to assist. For more on uplistings including the NASDAQ and NYSE seasoning rules see our uplistings page.
When completing a reverse merger with an Exchange listed entity, the participants need to be aware of and comply with the particular rules of the Exchange (Nasdaq or NYSE/NYSE American). When completing a reverse merger with an Exchange, the combined entities must re-apply to trade on the Exchange and meet the more difficult initial listing requirements as opposed to the continued listing requirements. The reality is that when an Exchange traded company is seeking or open to a reverse merger transaction, it is facing challenges. As such, meeting initial listing requirements often entails completing a re-capitalization such as a reverse split to increase the trading price as well as a potential capital raise to increase the equity and market capitalization.
Moreover, both the Nasdaq and NYSE have shareholder voting rules that are implicated in a reverse merger transaction including where the acquisition of stock or assets of another company will involve 20% or more dilution to existing shareholders (see https://securities-law-blog.com/2019/03/26/the-20-rule-acquisitions/) or where there will be a change of control of the Exchange listed company ( see https://securities-law-blog.com/2019/04/09/nasdaq-and-nyse-american-shareholder-approval-requirements-change-of-control/).
What Are The Advantages And Disadvantages Of A Reverse Merger?
The main advantage of a reverse merger is time. Companies can complete reverse merger transactions very quickly and efficiently. The primary disadvantage of a reverse merger is that a reverse merger is not a capital-raising transaction. As such, a capital raise must be bolted on separately. In addition, there is always the potential for undisclosed prior issues or liabilities with the public shell. Another disadvantage involves costs, a reverse merger transaction, although substantially quicker than an IPO, can cost more. In addition to legal and accounting fees, a private entity must purchase the public shell itself.
Seek Counsel With Experience Handling Reverse Mergers
Many companies can find value in reverse mergers. When they work with the right attorneys, you can feel confident about completing these transactions. Speak with our team at Anthony L.G., PLLC, by calling 877-541-3263 or completing our contact form.