The Adamson Brothers Process

The process of taking a company public requires a significant amount of work and knowledge of the reverse merger or IPO process. The assistance of a top team including an experienced securities lawyer is also mandatory for a successful outcome. Adamson Brothers not only manages the entire process, but also provides a competent and proven team of internal & external staff and resources.  The Adamson Brothers turnkey process starts with your decision to go public and ends with your company acquiring a ticker symbol and raising capital.

Adamson Brothers doesn’t just take you public. We engage stock distribution and investor relations firms to ensure that the offering is distributed far and wide, in order to raise the most capital at the best price for your company.

Going Public – The Process

1. Internal company agreement to go public.  Management will present the concept of going public to the Board of Directors so they may consider the option. Included in this presentation should be financials, projections, operating responsibilities, staffing, marketing, technology, intellectual property and other documentation to ensure that the board can make an adequate decision. Once the board approves the idea of going public, the next step is to assemble the right team.  At Adamson Brothers, we assemble the entire team for you. We will deploy a securities attorney as well as recommend an accounting firm in order to audit your company’s financials. The company’s financial statements should be carefully reviewed and to ensure they comply with Generally Accepted Accounting Principles (GAAP). The accounting firm assists with the review of the financial statements and the making of appropriate adjustments.
2. Adamson Brothers Agreement. Your company will then formalize its arrangement with Adamson Brothers which will outline Adamson Brothers’ plans, timelines, process, fees, the size of the offering, the price ranges and other parameters. In addition, decisions at this point will be made as to whether or not the company will be merged into a blank checks shell, or will use an alternative method such as a Direct Public Offering (DPO).
3. Drafting the Prospectus. After the letter of intent is signed, Adamson Brothers, in combination with our securities lawyers and your accountants, will begin preparing the prospectus. The prospectus is a written document prepared for investors as a legal disclosure document. The prospectus is required to contain the following information:
   1. Audited financial statements
   2. Business description
   3. Management structure
   4. The company’s capitalization
   5. Management compensation
   6. Transactions between the company and management
   7. Shareholdings of principal shareholders
   8. Intended use of the proceeds of the offering
   9. Disclosure and discussion of the company’s operations and financial condition
   10. The effect of dilution on existing shares
   11. The company’s dividend policy
   12. The underwriting agreement
4. Adamson Brothers attorneys, analysts and other staff will draft the narrative part of the prospectus and your accountants will prepare the financial statements.
5. Due Diligence. Adamson Brothers and your accountants will perform due diligence of the company. We will examine the company’s management, business objectives, operations, competitive position, financial condition, performance, and plan. Information regarding the company’s vendors, customers, and industry are also part of the review process. The prospectus will change as more information is revealed.
6. Presentation to the SEC. Adamson Brotherss will file and present the preliminary prospectus to the SEC. It is likely that within a few weeks, the SEC will return with comments including additional requirements, disclosure or further clarification.
7. SEC Approval. Once the prospectus has been revised in accordance with the comments of the SEC and the appropriate stock market, the SEC will declare the registration effective, the company can “go to print” with the prospectus.
8. FINRA Filings and Compliance. RPI will work with our stock transfer agent to submit form 15(c)211 in order to pass FINRA compliance. We will continue to work with FINRA until all of their questions and comments are answered and your firm has been accepted.
9. Syndication. After the preliminary prospectus has been prepared and filed with the SEC, RPI will assemble a “syndicate” consisting of other investment relations firms, stock distribution firms and other companies who will attempt to market and sell portions of the offering to investors.
10. Road show. Our investor relations firms will arrange multiple meetings with potential investors and analysts. The road show is a formal presentation of the company’s operations, financial condition, products or services, performance, and markets. During the road show, investors and analysts will ask questions of the firm in order to determine whether or not they will invest.
11. Pricing and Offering Size. On the day before the registration becomes effective and sale commences the offering is priced. Adamson Brothers will recommend a price taking into account all aspects of the company including investor demand, the amount of capital required, performance, the stock price of competitive companies, the success of the road show, and general market and industry conditions. Adamson Brothers will also consult with the company regarding the size of the offering, and the desired control over the corporation.