MCAP is a Designated Advisor for Disclosure (DAD) / Principal American Liaison (PAL) for the OTCQX. As such, the firm advises non-U.S. companies on the process of listing shares on U.S. exchanges and alternative execution venues such as the OTCQX and OTCQB. MCAP also advises foreign companies on the securities laws relating to this process. MCAP is knowledgeable and has developed an expertise in both disclosure requirements of U.S. securities laws and the most effective investor relations practices which help our clients navigate the complex and fragmented U.S. capital markets.
MCAP’s corporate advisory service helps publicly traded foreign companies obtain greater investor exposure by providing and organizing activities intended to help these companies engage and market themselves to the U.S. investment Community, such as advising on public relations strategies, organizing non-deal road shows, and gaining access to financial media outlets.
To promote order and transparency, OTC Markets Group organizes equity securities into three tiered marketplaces to inform investors of opportunities and risks. The marketplaces reward the quality of a company’s operations, its management history, its level of disclosure, and its degree of shareholder engagement.
The best marketplace
The OTCQX® best marketplace is where global investors can find a world of investment opportunities, from the largest global blue chips to some of the most interesting growth companies. To qualify for the OTCQX marketplace, companies must meet high financial standards, demonstrate compliance with U.S. securities laws*, be current in their disclosure, and be sponsored by a professional third-party advisor. Designed for investor-focused companies, OTCQX ensures that all investors have the quality of information that’s necessary to intelligently analyze, value, and trade their securities.
The venture stage marketplace
The OTCQB® venture stage marketplace offers investors transparent trading in early-stage and developing U.S. and international companies that are unable to qualify for OTCQX. To be eligible, companies must be current in their reporting and will be required to undergo a new annual verification and management certification process. There are no minimum financial standards other than a ($.01) bid test; therefore, companies will vary in their level of financial strength.
The open marketplace
The OTC Pink® open marketplace is for broker-dealers to electronically trade all types of securities without requiring company involvement. With no minimum financial standards, OTC Pink includes penny stocks, and shells, as well as distressed, delinquent, and dark companies not able or willing to provide adequate information to investors. It also includes foreign companies that limit distribution of their disclosure to their home market. As the most inclusive marketplace, OTC Pink requires the least from companies and the most research and caution from investors.
Our Most Recent Clients
Alpine 4 Technologies, Ltd (Alpine 4) is a publicly held enterprise with business related endeavors in Software, Automotive Technologies, Electronics Manufacturing, Energy Services & Fabrication Technologies and industries that support those market segments.
Classification - Medical Equipment
Avita Medical Limited is a biotechnology company which develops and distributes tissue-engineered cellular products for skin replacement. The Company's products include CellSpray and ReCell which are used for the treatment of burns and other skin injuries, previous scarring, chronic wounds and cosmetic procedures.
Classification - Specialty Pharma
Emmaus Holdings Inc. is engaged in the discovery, development and commercialization of treatments and therapies for rare diseases. The Company's primary focus is the late-stage development of the amino acid L-glutamine as a prescription drug for the treatment of sickle cell disease ("SCD").
Classification - Other Commercial Services
Heliospectra AB develops & manufactures light engine products for growing crops. The Company provides products which are based on high brightness light emitting diode technology. Heliospectra AB serves customers in Sweden.
Classification - Internet Media
Newzulu Limited is a multi-lingual crowd-sources news wire and digital media agency. The Company sources and validates editorial content from smart phones and social media networks for distribution worldwide to publishers and broadcasters through news wire partnerships. Newzulu provides its services to publishers, broadcasters and brands around the world.
Classification - Exploration & Production
Swift Energy Company operates as an oil and natural gas exploration and production company. The Company focuses on developing, exploring, acquiring, and operating oil and gas properties. Swift Energy conducts business in the United States.
The Depository Trust Company (“DTC”) is a central securities depository in the U.S. which was originally created as a central holding and clearing system to handle the flow of trading securities and the problems with moving physical certificates among trading parties. DTC eligibility is an important aspect of being a public company particularly for OTC Issuers. Obtaining eligibility is critical for the smooth trading of an Issuer’s shares in the secondary market. In order for an OTC Issuer's shareholders to deposit securities with their broker, they are required to be placed in street name. DTC will not accept applications directly from issuers and, therefore, an application must be submitted and sponsored by a DTC Participant. At MCAP we can facilitate the application process on the Issuer's behalf with a DTC Participant.
Reg A+ Offerings
JOBS Act Changes to Regulation A and why growth stage companies should familiarize themselves with these new rules.
On December 18, 2013, the SEC released proposed rule changes to modernize Regulation A, a securities offering exemption that was originally designed to help small companies access capital without subjecting them to the costs and burdensome filing requirements of a full SEC registration.
The Jumpstart Our Business Startups Act (JOBS Act) was passed by congress with bipartisan support, and President Barack Obama signed the act into law on April 5, 2012. On March 25, 2015, the SEC finalized rules (often referred to as Reg A+ Tier 1 or Tier 2) allowing companies to raise up to $50 million in a public offering. MCAP believes these regulatory changes have the potential to be highly disruptive to the current capital raising landscape and may help connect innovative startups with the necessary investment capital for their growth and development.
It is MCAP’s opinion that venture stage issuers can and should have access to public capital, enabling them to focus on their core businesses while providing an opportunity for all levels of investors to participate in their growth.
Reg A+ and “mini-IPOs” on OTCQX
The securities offered through Reg A+ are unrestricted and thus can be sold to accredited or unaccredited investors alike. The OTC Markets Group operates the OTCQX, the Best market, and the OTCQB, the Venture market, where Issuers can apply to have their shares quoted on the largest inter-dealer quotation medium for over-the-counter securities. This process has been called the “mini-IPO” and allows investors transparency in pricing for their Reg A+ shares.
If you are interested in learning whether the SEC’s Regulation A+ offering works for your business, we would be happy to share our insights.