Tag Archives: otc markets securities 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.

What is a Resale S-1 Registration Statement?

In a Resale S-1 Registration Statement, securities previously acquired privately are registered for resale to the general public.

Who are the Selling Shareholders in a Resale S-1?

In a typical example, investors in a company’s Private Placement (“PPM”) are told that their shares will be “registered for resale” at a later date.  In a Resale S-1, these investors are referred to as “Selling Shareholders”, and their names are listed in a table, along with the number of shares, and an explanatory note detailing the method and date of purchase.  The PPM Offering Documents, including a Subscription Agreement, are usually included in the Resale S-1 as Exhibits.

In another example, shares previously awarded to consultants, founders or employees for services can also be registered for sale in a Resale S-1.  The supporting documentation showing the origin and history of those shares would likewise be included as Exhibits.

All of this Selling Shareholder documentation is reviewed by the company’s PCAOB auditor so that the cost basis, and value of consideration is included in the audit.

What Makes a Resale S-1 Different?

The main difference in a Resale S-1 is when the Selling Shareholders sell their shares, they keep all of the money from the sale,  and the company does not receive any funds.   Even so, the company typically pays for the cost of the Resale S-1 Registration Statement, including the audit.

How Does a Company Benefit from a Resale S-1?

One way a company benefits from a Resale S-1 is by demonstrating to future PPM investors that the company keeps its promise to later register shares.   It also benefits the company by creating a “Float.”  The Float is the block of non-affiliate, free trading shares available to trade “on the market.”

In order to justify the expense of preparing a Resale S-1, a company will typically also register a certain number of new S-1 shares itself.  When the company sells these newly registered S-1 shares to the public, the company keeps those funds.

Private Placement followed by IPO and Resale S-1 Combination

One of the most common strategies for going public on the OTC Bulletin Board or OTC Markets via S-1 Initial Public Offering (“IPO”) is to file a new S-1 Registration Statement following a Private Placement Offering.  This S-1 registers both new shares for the company to sell, and also includes Selling Shareholders who bought stock in the Private Placement (“PPM”).

Many companies use the strategy of filing a quick PPM for friends and family before filing an S-1 Registration Statement as way of obtaining some of the 35 non-affiliate shareholders Market Makers are looking for prior to sponsoring the company for a ticker symbol under 15c211.  This also helps to defray some of the administrative costs associated with going public.

In order for this strategy to be effective, the PPM documents and consideration needs to be in order so that the company’s PCAOB auditor can efficiently include the Selling Shareholders into the S-1 audit.  An experienced OTC securities attorney can help companies do both a PPM and a Resale S-1 from start to finish.

Securities Attorney for Private Placements and S-1 Resale Registrations

Matt Stout is a securities attorney focused on taking companies public on the OTC Bulletin Board and OTC Markets.   When companies engage Matt Stout as securities counsel, the PPM to S-1 process is handled efficiently and all representation is under an agreed-upon flat fee, which includes responding to all SEC Comment Letters.

Companies interested in learning more about Private Placement Offerings and S-1 Registration Statements can contact Matheau J. W. Stout, Esq. for a no cost consultation at (410) 429-7076 or mstout@otclawyers.com.

Can a Start Up Go Public via S-1 as a Shell Company?

Filing an IPO via S-1 Registration Statement gives any private US corporation the opportunity to go public on the OTC Bulletin Board or OTC Markets.   Contrary to popular belief, the SEC does not require companies going public to exceed any minimum asset or revenue criteria.  Any US domiciled corporation can go public using Form S-1 even if it is a brand-new start up with very few assets and zero revenue.

The Decision to Declare Shell Company Status in an S-1

If a start up company’s S-1 Registration Statement shows few assets and operations, the SEC staff member reviewing the S-1 may request that the start up either declare itself to be a shell company as defined in Securities Act Rule 405, or provide a legal analysis in support of its belief that it should not be considered a shell.

Under Rule 405, in order to meet the definition of a “shell company” the Issuer must have

  1. No or nominal assets; or
  2. Assets consisting solely of cash or cash equivalents; and
  3. No or nominal operations.

What Happens if an Issuer Declares Shell Status in an S-1?

For those Issuers which truly are “shells” (such as those with no business model other than to find an operating company to merge into or acquire), declaring shell company status will require the Issuer to revise its prospectus, including the cover page and prospectus summary, to disclose that the Issuer is a shell company.

A shell company Issuer will also need to disclose in the Risk Factors section, the consequences of “shell status” including restrictions on the Issuer’s ability to use registration statements on Form S-8, the limitations on the ability of its shareholders to use Rule 144 and potential illiquidity of its securities.

Declaring shell status in an S-1 when the company is actually a shell does not prevent the S-1 from being declared Effective.  However, according to the “Evergreen Rule” it does have lasting implications (forever) for shareholders looking to deposit and clear restricted stock in the future under Rule 144.

Is a Startup Company Considered a Shell Company Under Rule 144?

No, a start-up company was specifically not intended to be classified as a shell company under Rule 144, and if the S-1 is documented properly, a startup will not need to declare itself a “shell company.”

According to Footnote 172 to SEC Release No. 33-8869 (which was the release that accompanied the final amendments to Rule 144), the amendments to Rule 144 were not intended to capture a “start-up” company or a company with limited operating history that was in the early stages of development.

This footnote was intended to address the concerns of several comments to Release No. 3-8869 that defined a shell company, and the primary concern was that the definition of a shell company was too broad as it would capture and include almost every business in its early stages of development, and specifically those in the start-up phase of operations.

Footnote 172 addressed these concerns in providing that a “start-up company” is excluded from the definition of a shell company since “such a company doesn’t not meet the condition of having no or nominal operations”.

Securities Lawyer for Start Up Companies Going Public via S-1 Registration Statement

Startup entrepreneurs seeking an IPO on the OTC Bulletin Board (“OTCBB”) or the OTC Markets OTCQB can contact securities attorney Matt Stout for a free consultation at (410) 429-7076 or mstout@otclawyers.com.

 

S-1 Registration under the Securities Act of 1933

An S-1 Registration Statement is the most common way for a microcap company to “go public.” The S-1 is filed under the Securities Act of 1933, which has two primary goals:

  1. To require that companies provide the public with financial and other significant information concerning securities offered for sale; and
  2. To prohibit “deceit, misrepresentations, and other fraud” in the sale of securities to the public.

The SEC accomplishes these goals by requiring companies to disclose important financial information through the registration of securities following a specific format, such as the S-1.

S-1 Registration Statements for Companies Going Public

More microcap companies have success “going public” on the OTC Bulletin Board and OTC Markets by filing an S-1 Registration Statement than by any other method.

The SEC reviews S-1 Registration Statements to make sure they provide transparent disclosure of important facts and audited financials so that the public is informed of all risks involved in investing in an S-1.

The process of preparing, filing and amending an S-1 based on SEC comments is well known by experienced microcap securities lawyers, like Matt Stout.

What Information Does an S-1 Registration Statement Include?

A properly documented S-1 Registration Statement will provide the SEC with all of the necessary facts, including:

  1. A description of the company’s assets, operations and business model;
  2. A description of the security, such as common stock, to be offered for sale;
  3. Information about management, including the officers and directors of the company; and
  4. Financial statements certified by a PCAOB auditor.

It is important to note that the SEC does not have minimum asset or operations requirements for a company to go public via S-1.   Even start up companies with no revenue and few assets are eligible to file an S-1 Registration Statement.  The only requirement is that the company’s audited financials and disclosures accurately reflect the truth.

SEC Comments and Amendments to an S-1 Registration Statement

An S-1 Registration Statement, including its disclosures, audited financials, and prospectus, becomes visible to the public on SEC.gov as soon as it is posted via the SEC’s EDGAR filing system.

The SEC’s Division of Corporate Finance reviews the S-1 within 30 days of filing and provides SEC Comments, which are requests for clarification and further information.   The company then revises its S-1 Registration Statement to answer the SEC’s questions by filing an S-1/A amendment on SEC.gov.   The SEC Comments, along with a company’s responses, are also made available to the public on SEC.gov after an S-1 is declared Effective.

The SEC Comment and S-1 Amendment process continues for as many rounds as necessary until the SEC is satisfied that the company’s disclosures and financials are clear and understandable to the public.  Once the SEC has approved the last S-1/A, the company files a Request for Acceleration and their S-1 is made Effective.

After the S-1 is Effective, the company’s securities lawyer works with a Market Maker who sponsors the company under 15c211 to obtain its FINRA trading symbol or “ticker.”

S-1 Lawyer Helps Microcap Companies Go Public on the OTC Markets

S1 attorney Matt Stout drafts and amends S-1 Registration Statements for microcap companies and start up entrepreneurs seeking to go public on the OTC Bulletin Board (OTCBB) or OTC Markets (OTCQB).  The S-1 process is handled under an agreed upon flat legal fee, that includes responding to all SEC comments and as many S-1/A amendments as are necessary for the S-1 to be declared Effective.

As part of the S-1 process, companies are introduced to all other service providers needed, including a PCAOB auditor, Transfer Agent, EDGAR filer, and Market Maker who sponsors the company for its FINRA trading symbol after the S-1 is declared Effective.

Entrepreneurs interested in learning more about going public via S-1 Registration Statement can contact OTC securities attorney Matheau J. W. Stout, Esq. at (410) 429-7076 or mstout@otclawyers.com for a free consultation.

 

 

 

Broker and Finder Registration Under the Securities Act

Many transactions in the OTC Markets involve the work of Brokers, Finders and other Intermediaries serving as Consultants.  Microcap companies often engage consultants to assist in marketing, investor relations, raising capital and introducing or closing M&A transactions.

Most often, consultants are not registered broker-dealers with the SEC.  In many cases, registration as a Broker is not required.  However, depending on the language of the agreements, how consultants are paid, and the actual work performed, there may be occasions when SEC registration is either advisable or mandated under the Securities Act.

Who Must Register with the SEC as a Broker?

Section 3(a)(4)(A) of the Securities Act of 1933 defines a “Broker” broadly as “any person engaged in the business of effecting transactions in securities for the account of others.”

Examples of Persons Who May Need to Register as a Broker

In its Guide to Broker Dealer Registration, the SEC provides examples of certain individuals or businesses that may need to register under the Securities Act.  In typical microcap OTC Markets transactions, these may include “Finders” or “Consultants” if their activities include the following:

  1. Finding investors or clients for registered broker-dealers, investment companies (or mutual funds, including hedge funds) or other securities intermediaries;
  2. Making referrals to registered broker-dealers, investment companies, etc., or splitting commissions with them;
  3. Finding investment banking clients for registered broker-dealers;
  4. Finding Investors for “Issuers”, even in a consulting role;
  5. Engaging in, or finding investors for, venture capital or “angel” financing rounds, including private placements (PPMs);
  6. Finding buyers and sellers of businesses in reverse merger or acquisition transactions when the sale of securities (debt or equity) is involved;
  7. Acting as “Placement Agents” for private placements of securities;

How to Tell if a Finder Should Be Registered as a Broker with the SEC

If consultant fits into one of the examples above,  the SEC looks at the actions or duties the person or business actually performs to determine if registration as a Broker is necessary.  Some of the questions the SEC considers when examining the conduct of Finders or consultants include:

  1. Does the consultant participate in the solicitation, negotiation, or execution of the securities transaction?
  2. Does the consultant’s compensation depend upon, or is it determined by the outcome or size of the transaction or deal?
  3. Does the consultant receive trailing commissions, such as 12b-1 fees?
  4. Does the consultant receive any other transaction-related compensation?
  5. Is the consultant engaged in the business of effecting or facilitating securities transactions or is this a one-time deal?
  6. Does the consultant handle the securities or funds of others in connection with securities transactions?

According to the SEC’s compliance guidelines, if a consultant answers “yes” to any of these questions, they may need to register as a Broker.

Brokers Generally Must Register with the SEC under Section 15(a)(1)

Section 15(a)(1) of the Securities Act generally makes it unlawful for any Broker to “effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security” unless that Broker or dealer is registered with the SEC under Section 15(b) of the Securities Act.

Microcap Securities Attorney Matt Stout

OTC Bulletin Board and Pink Sheet Issuers and Consultants seeking compliance with SEC guidelines can contact securities regulation lawyer Matt Stout for a review of business practices, as well as existing contracts and agreements to determine if registration as a Broker under Section 15(b) is necessary at (410) 429-7076 or mstout@otclawyers.com.

 

Initial Public Offerings on the OTC Markets

What is an IPO on the OTC Markets?

The term “initial public offering” or IPO, refers to the first time a company sells stock to the general public.  To register an IPO, a microcap company seeking to become quoted on the OTC Bulletin Board or OTC Markets files an S-1 Registration Statement.

SEC Comments and Amendments to an S-1

S-1 Registration Statements for IPOs are reviewed by the SEC to monitor compliance. When reviewing an S-1, the SEC staff concentrates on disclosures that may conflict with SEC rules or need further explanation to make them clear. The SEC then issues comments, which the company uses to revise and amend its S-1 Registration Statement.  The amendments are marked S-1/A.

When an S-1 Registration Statement is Declared Effective

After all SEC staff comments have been addressed by the Issuer, the SEC will issue an order declaring the S-1 Registration Statement Effective.  This is shown as EFFECT on SEC.gov, and means the Issuer may sell stock under the S-1 to any investor.

After an S-1 is declared Effective, all of the SEC’s comments and the Issuer’s replies are also made visible on SEC.gov under CORRESP, which is short for “correspondence.”

How do I invest in an OTC Markets IPO?

Microcap companies filing an S-1 Registration Statement to go public usually do not have underwriters.  Instead, the Issuer’s Officers and Directors communicate directly with investors and the stock is sold via Subscription Agreement after the S-1 is declared Effective. S-1 stock purchased soon after the Effective date is free trading, and can be deposited by the Investor into a brokerage account and sold “on the market.”

In order to invest in a microcap OTC Markets IPO, a prospective Investor will need to contact the Issuer or its securities attorney, using the information on the first page of an S-1 to indicate their interest in purchasing stock once the S-1 is declared Effective.

OTC Securities Lawyer Files S-1 Registration Statements for Microcap Companies

Private companies seeking to go public on the OTC Markets can contact securities lawyer Matt Stout for a free consultation at (410) 429-7076 or mstout@otclawyers.com.  All S-1 Registration Statements are prepared under an agreed-upon flat fee.   Matheau J. W. Stout, Esq. can provide introductions to an entire team of S-1 professionals including PCAOB auditors, Transfer Agents, EDGAR filers, Market Makers and DTC Eligibility specialists.

 

Anatomy of an S-1 Registration Statement

All US companies seeking to go public on the OTC Markets may use SEC Form S-1 to conduct an initial public offering (“IPO”).  S-1 Registration Statements can be filed efficiently by an experienced OTC securities attorney and if the S-1 follows a standard procedure using best practices, this helps the SEC review and approve an S-1 in a timely fashion.

S-1 Registration Statements have Two Main Parts

  1. Part I is the Prospectus.  The Prospectus is the legal “selling” document. In the Prospectus, the Issuer of the securities must describe, in easy to understand plain English, important facts about its business operations , financial condition, results of operations, risk factors, and management. It must also include audited financials. The Prospectus must be delivered to everyone who buys securities, and everyone who is offered the securities.
  2. Part II contains additional information that the Issuer is not obligated to deliver to Investors but must still file with the SEC, such as copies of material contracts and agreements.

Specific Disclosures About the Company Required in an S-1 Prospectus

All successful S-1 Registration Statements must include specified disclosures about the Issuer in the Prospectus, including:

  1. A description of the Issuer’s business, properties, and competition;
  2. A description of the risks of investing in the Company;
  3. A discussion and analysis of the Issuer’s financial results and financial condition as seen through the eyes of management (Management Discussion & Analysis or “MD&A”);
  4. The identity of the Issuer’s Officers and Directors, including their compensation;
  5. A description of material transactions between the Issuer and its Officers, Directors, and Affiliates;
  6. A description of material legal proceedings (litigation) involving the Issuer and/or its Officers and Directors; and
  7. A description of the Issuer’s material contracts and agreements, if any.

Other Disclosure Requirements in an S-1 Registration Statement

The S-1 must also disclose certain information about the offering, including:

  1. A description of the securities being offered;
  2. The plan for distributing the securities, including whether or non an underwriter is involved or commissions will be paid; and
  3. The planned use of the proceeds of the securities offering.

Regulation S-K Provides Guidelines for Non-Financial S-1 Disclosure

Regulation S-K provides guidance to Issuer’s on both the form and content rules for non-financial portions of S-1 Registration Statements.

Regulation S-X Provides Guidelines for Financial S-1 Disclosure

S-1 Registration Statements also must include financial statements that comply with the form and content requirements of Regulation S-X. For US domiciled companies seeking to go public on the OTC Bulletin Board or OTCMarkets OTCQB, these financial statements must be prepared according to GAAP.

S-1 Audited Financials Must Be Signed Off by a PCAOB Auditor

All S-1 Registration Statements also must include financial statements audited by a PCAOB Auditor, which an independent certified public accountant registered with the Public Company Accounting Oversight Board.

Securities Attorney for Going Public via S-1

Matheau J. W. Stout helps microcap companies go public on the OTC Bulletin Board and OTC Markets OTCQB via S-1 Registration Statement.  All legal work necessary is covered by an agreed upon flat fee.  We can introduce you to PCAOB auditors, Transfer Agents, EDGAR filers, and Market Makers as part of the S-1 process.  Contact securities lawyer Matt Stout for a free consultation at (410) 429-7076 or mstout@otclawyers.com.

SEC Adopts Amendments to Implement JOBS Act and FAST Act Changes for Exchange Act Registration Requirements

The Securities and Exchange Commission has approved amendments to revise the thresholds for registration of securities, termination of registration, and suspension of reporting obligations under Section 12(g) of the Securities Exchange Act of 1934.

How Do the Amendments Affect SEC Reporting Companies?

For the majority of microcap OTC Bulletin Board and OTC Markets public companies, the practical effect of these amendments make it easier for delinquent SEC reporting companies which are facing de-registration to file SEC Form 15 in order to become Current Pink Sheets on OTCMarkets.com under the Alternative Reporting Standard.

What are the JOBS Act Amendments to Exchange Act Rules 12g?

The Commission approved final rules to implement the JOBS Act and FAST Act by:

  1. Amending Exchange Act Rules 12g-1 through 12g-4 and 12h-3, governing registration and termination of registration under Section 12(g), and suspension of Section 15(d) reporting obligations, to reflect new thresholds established by the JOBS Act and the FAST Act.
  2. Using the definition of “accredited investor” in Securities Act Rule 501(a) to determine which record holders are accredited investors for purposes of Exchange Act Section 12(g)(1).
  3. Allowing the Issuer to make the accredited investor determination as of the last day of its fiscal year.

New Thresholds for Assets and Number of Shareholders of Record

As a result of JOBS Act and FAST Act changes, an Issuer that is not a bank, bank holding company or savings and loan holding company is required to register a class of equity securities under the Exchange Act if

  1. it has more than $10 million of total assets; and
  2. the securities are “held of record” by either 2,000 persons; or
  3. 500 persons who are not accredited investors.

The vast majority of OTC Bulletin Board and OTC Markets SEC filers have far less than $10 Million in total assets and most never reach 2,000 shareholders.

Filing SEC Form 15 to Cease Exchange Act Reporting Obligations

For this reason, the key threshold change as a result of the JOBS Act is that SEC filers which are delinquent in their 10-K, 10-Q filings due to audit costs can more readily file the Form 15 to cease reporting under the Exchange Act.

By reviewing a Shareholder List as of the end of the Issuer’s last fiscal year, Management with close to 500 shareholders may be able to identify several which are clearly accredited, in order to meet the threshold of 500 non-accredited shareholders.

OTC Securities Lawyer for Delinquent SEC Filers Seeking to Become Pink Current

Matheau J.W. Stout, Esq. represents delinquent SEC filers in becoming current using the OTC Markets Alternative Reporting Standard and can be reach at (410) 429-7076 or mstout@otclawyers.com.

As part of the Pink Current process, securities attorney Matt Stout can file SEC Form 15, prepare Information and Disclosure Statements for OTCMarkets, and issue the Current Information Legal Opinion.

 

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.