Kevin Leung,
Managing Partner
LKP Global Law LLP

How can my company raise capital using the JOBS Act-enhanced

By Kevin Leung

When people hear the letters IPO, they usually think of large-scale public offerings of securities, such as Facebook’s IPO, where a company raises several hundred million or even billions of dollars in a public offering of its stock. However, there are many small, emerging companies that raise capital using the same mechanism as the large-scale IPO on a much smaller scale. These types of capital-raising transactions are called micro-IPOs.

In a micro-IPO, an emerging company files the necessary documents with the SEC and NASDAQ or other stock exchange for a public offering. While the basic process for conducting a micro-IPO is about the same as that for a regular IPO, the recently enacted Jumpstart Our Business Startups Act (JOBS Act) significantly relaxed the IPO process for a new class of companies categorized as emerging growth companies (EGC). An EGC is a company that had less than $1 billion in total annual gross revenues during its last completed fiscal year.

The changes to the traditional IPO process, provided by the legislation, include a significant reduction to financial reporting requirements, an allowance for a confidential SEC review of the company’s registration statements, expansion of permissible communications during the securities offering process and expansion of research-analyst coverage and participation.

“Reduction of financial reporting requirements” means that the accounting and audit costs for preparing the public offering are greatly reduced, especially for emerging companies with little to no revenue. The allowance for a confidential SEC review of registration statements and expansion of permissible communications allows the IPO-candidate company to “test the waters” in order to gauge public investor response.

In the event there is poor public investor response, the company can terminate its offering without having exposed its financial and other information in public filings to public view by its competitors.

After the IPO, the JOBS Act has also provided for an EGC’s financial reporting requirements to remain public and has effectively eliminated the usual requirements under Sarbanes-Oxley regarding internal control. This reduces the cost and burden of staying public so that the management of an EGC can stay focused on developing its company’s business.

To cite an example, we recently got involved in an emerging technology company in the combustion control industry. The company was pre-revenue at the time of the IPO but had developed technologies that address a very large potential market. Rather than seek traditional private venture-capital financing, the company’s management decided to raise capital using a micro-IPO.

The company subsequently was able to raise over $12 million in the micro-IPO at a valuation much higher than that offered by private financing options and without the handcuffing terms typical in venture capital financing. Further, the company’s shares traded well following the micro-IPO, allowing it to command a significant market cap. The micro-IPO turned out to be a good option for this company and its shareholders. It might be something to consider for your company as well.

Contact Information

Kevin Leung
LKP Global Law LLP

1901 Avenue of the Stars
Suite 480
Los Angeles, CA 90067
424.239.1890
Email
Website

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About Kevin Leung

Kevin Leung is a lawyer by profession but a business advisor at heart. He founded LKP Global Law, a midsize, certified, minority-owned law firm based in Los Angeles. LKP Global Law specializes in corporate finance, M&A, cross border transactions, and employment and business litigation. Mr. Leung is licensed to practice law in Hong Kong as well as in the United States and is a founder and principal of Silk Road Investments, a private equity fund based in Shanghai. A graduate of the University of California, Irvine, he received his Juris Doctorate at Loyola Law School.

  • Professional Services Provided:
    Legal services for corporate finance, M&A, cross border transactions, and employment and business litigation; business consulting for investments in Asian companies and for those doing business in China
  • Education:
    JD, Loyola Law School; BA, political science, University of California, Irvine
  • Bar Admissions:
    California, 1996 to present
  • Association Memberships:
    Southern California Chinese Lawyers Association, Asian Business League, California Minority Counsel Program
  • Legal Experience: 15 years