Tag Archives: F-1 Registration Statement Lawyer

The JOBS Act and Foreign Private Issuers Going Public in the United States

The JOBS Act reduces many of the regulatory burdens on smaller companies that are filing an initial public offering (“IPO”) in the United States in order to go public on the OTC Bulletin Board or OTCMarkets. For a Foreign Private Issuer (“FPI”) that qualifies as an Emerging Growth Company, the JOBS Act allows for a streamlined IPO “on‐ramp” process that either avoids or defers some of the more costly SEC disclosure requirements.

The JOBS Act allows a Foreign Issuer that is also an Emerging Growth Company the option in certain cases to do the following when filing an F-1 Registration Statement:

  1. Confidential Submissions: An Emerging Growth Company is allowed in certain cases to submit a draft F-1 Registration Statement or a draft Form 20‐F to the SEC for confidential, nonpublic review prior to the public filing.
  2. Testing‐the‐Waters: An Emerging Growth Company is allowed to continue oral or written communications with qualified institutional buyers, (“QIBs”), and institutional accredited investors in order to gauge their interest in a proposed IPO, both before and after filing an F-1 Registration Statement.
  3. Research Report: A broker‐dealer can publish and distribute a research report about an Emerging Growth Company  without the research report being deemed an “offer” under the Securities Act whether or not the broker‐dealer is participating in the IPO.
  4. Audited Financials: An Emerging Growth Compay is required to present only Two (2) Years of audited financial statements with its F-1 Registration Statement.
  5. Auditor Attestation Report on Internal Controls: An Emerging Growth Company is exempt from the requirement to obtain an auditor attestation report on internal controls over financial reporting.

Securities Attorney for Foreign Companies Going Public in the United States

US securities attorney Matt Stout represents foreign companies going public in the United States via F-1 Registration Statement.  All securities legal representation is performed under an agreed upon flat fee, payable in stages, and defined under a written scope of work in an F-1 Engagement Agreement.

OTC Markets securities lawyer Matt Stout can introduce FPI’s to all other service providers needed in order to go public, including PCAOB Auditors, Transfer agents, EDGAR filers and Market Makers.

Management of Foreign Private Issuers considering an IPO in the US OTC Markets can contact Matheau J. W. Stout, Esq. for a no cost consultation at (410) 429-7076 or mstout@otclawyers.com.

 

 

How Does a Foreign Private Issuer Go Public in the United States?

Foreign Issuers File F-1 Registration Statements to Go Public in the US

A Foreign Private Issuer (“FPI”) that wants to raise capital in the United States publicly for the first time must register its shares on SEC Form F‐1. An F-1 Registration Statement is similar to a Form S‐1 filed by US domestic Issuers in that it requires detailed disclosures about the FPI’s business operations and financials.

An experienced US securities attorney can help a Foreign Issuer draft an F-1 and respond to all SEC comments efficiently under a flat fee.  Once the F-1 is declared Effective by the SEC, a securities attorney can recommend a Market Maker to sponsor the Foreign Issuer for a FINRA ticker symbol so that its securities can be quoted on the OTCMarkets OTCQB or OTC Bulletin Board (“OTCBB”).

What Types of Securities Can a Foreign Company Register in the United States?

A Foreign Issuer may offer any type of securities that a US domestic Issuer is allowed to offer. In addition, an FPI may choose to offer its securities using American Depositary Receipts (“ADRs”). Most Foreign Issuers will choose to register their Common Stock in an F-1 Registration Statement, just like a US domestic Issuer.

Securities Lawyer for Foreign Companies Going Public in the United States

Management of Non US domiciled companies seeking to become publicly traded in the United States can contact OTC securities lawyer Matheau J. W. Stout, Esq. to discuss the time frame and costs involved with going public on the OTC Markets or OTC Bulletin Board via F-1 Registration Statement.

Qualified Foreign Issuers can later uplist to the OTCQX, NASDAQ or NYSE MKT when appropriate.  Matt Stout can be reached at (410) 429-7076 or mstout@otclawyers.com for a free consultation.

SEC Exchange Act Filings for Foreign Private Issuers After Going Public in the US

A Foreign Private Issuer (“FPI”) that has registered securities under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”) or is required to file under Section 15(d) of the Exchange Act after completing its F-1 Registration Statement is required to file the following reports with the SEC:

Annual Report for Foreign Issuers on SEC Form 20‐F

SEC Form 20‐F is only filed by foreign issuers and can be used as an Annual Report, just like a Form 10‐K would be filed by domestic United States domiciled issuers. The information required to be disclosed in an SEC Form 20‐F includes the same information that would be found in a 10-K for a United States domestic issuer:

  1. operating results;
  2. liquidity and capital resources;
  3. trend information;
  4. off‐balance sheet arrangements;
  5. consolidated statements and other financial information;
  6. significant business changes;
  7. selected financial data;
  8. risk factors;
  9. history and development of the issuer;
  10. business overview; and
  11. organizational structure.

Foreign Issuers Filing SEC Reports on Form 6‐K

In addition to an Annual Report on Form 20-F, an FPI must also file Form 6‐K with the SEC. Form 6‐K generally takes the place of both the 10‐Q and the 8-K that US domestic issuers are required to file with the SEC.   When filed in order to provide the information contained in a 10-Q, Form 6-K will include financials. In other instances, the Form 6-K will include timely disclosure of material events, which would be filed in an 8-K by US domestic issuers.

However, unlike in an 10‐Q or 8‐K, there are no specific disclosures required by Form 6‐K for foreign issuers. Instead, an FPI must file a 6‐K with the SEC promptly whenever the following occurs:

  1. The foreign issuer makes information public pursuant to the laws of its home domicile or the laws in the jurisdiction in which it is incorporated; or
  2. The foreign issuer is required to file information with a stock exchange on which its securities are traded and which was made public by that exchange; or
  3. The foreign issuer is required to distribute information to its shareholders.

US Securities Lawyer for Foreign Companies Going Public in the United States

Foreign companies going public on the OTC Bulletin Board or OTC Markets in the United States, or those seeking to dual list their securities in the US markets like the NASDAQ can contact securities attorney Matt Stout for a no cost consultation at (410) 429-7076 or mstout@otclawyers.com.

Matheau J. W. Stout, Esq. works with foreign management of US companies and foreign domiciled corporations to help them go pubic in the US via F-1 Registration Statement and filing the Form 20-F.

What is SEC Form 20-F?

A Form 20‐F is filed by non-United States domiciled companies known as foreign issuers and serves many purposes, from registration statement to annual report.

Why Do Foreign Companies File SEC Form 20-F?

Form 20-F Subjects a Foreign Issuer to Exchange Act Reporting Requirements

Foreign companies file SEC Form 20-F  in order to become subject to the reporting requirements under the Securities Exchange Act of 1934 in the same way that a domestic US issuer could file the Form 10.

Form 20-F is Mandatory When the Threshold Number of Shareholders is Reached

In some instances, the foreign issuer is required to file the 20-F, such as when it reaches the holder of record threshold under Section 12(g) of the Exchange Act, and there is no other exemption available.

Foreign Companies Can File Form 20-F After an F-1 is Declared Effective

In other instances, the foreign issuer will choose to file the Form 20-F in order to become a “fully reporting SEC filer” such as after its F-1 Registration Statement is declared Effective.   An F-1 is similar to the S-1 Registration Statement filed by US domestic companies going public in the United States.   In that respect, when filed after an F-1 becomes Effective, the Form 20-F serves essentially the same purposes as a Form 8A for a domestic US issuer.

Form 20-F is also the Annual Report for Foreign Issuers

A Form 20-F is also the Annual Report pursuant to Section 13 or 15(d) of the Exchange Act, and thus also serves essentially the same purpose as a 10-K would for a US domestic issuer.

Securities Attorney for Foreign Issuers Going Public in the United States

OTC Bulletin Board and Pink Sheets securities lawyer Matt Stout represents foreign private issuers seeking going public in the United States by filing F-1 Registration Statements.

Likewise, foreign management of US domiciled companies work with Matt Stout to go public via S-1 Registration Statement following private placements under Regulation S.

Foreign companies which are planning to “go public” on the OTC Markets or OTC Bulletin Board in the US by filing an F-1 Registration Statement can also work with an experienced securities attorney such as Matheau J. W. Stout, Esq. in order to prepare the SEC Form 20-F for filing once the F-1 is declared Effective.  Matt Stout can be reach at (410) 429-7076 or mstout@otclawyers.com.

 

 

 

 

 

 

Authorized US Representative for F-1 Registration Statements

Foreign companies that are not incorporated or domiciled in the United States use SEC Form F-1 Registration Statement to “go public.”   The Form F-1 is similar to the familiar S-1 Registration Statement used by domestic or US based companies to file an IPO.   One difference is that the F-1 requires the signature of the Registrant’s Authorized US Representative, which is most often the company’s US based securities attorney.

Who Qualifies as an Authorized US Representative on Form F-1?

The term Authorized US Representative is discussed in Securities Act Release No. 6360 (Nov. 20, 1981), which states that

the Commission generally accepts the signature of an individual who is an employee of the registrant or an affiliate, or who is the registrant’s counsel or underwriter in the United States for the offering, because the signature clearly identifies an individual that is connected with the offering as subject to the liability provisions of the Securities Act. By similar reasoning, the Commission generally has refused to accept the appointment of a newly formed or shell corporation in the United States as the authorized representative.

US Securities Lawyer for Foreign Companies Going Public

US based securities attorney Matheau J. W. Stout, Esq. serves as Authorized US Representative on Form F-1 Registration Statements for foreign companies seeking to go public on the OTC Markets.   OTC Securities Lawyer Matt Stout can work alongside local counsel outside of the United States to coordinate the filing of a Form F-1, and subsequent quarterly and annual filings, and can recommend PCAOB auditors familiar with Non US companies going public.