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Tag Archives: Common Stock

Public companies, who are your shareholders…

Since Rhodes Holdings LLC does work out (when they get into dire situations, we are engaged to help work out of the situation, bringing everyone to the table and putting a plan together that gets everyone to the goal) on public companies and provides ongoing support for public companies who are SEC reporting (1934 Act registered), we cover processes that aren’t necessarily covered by “Being Public 101“.  This is a class that we provide to new clients to ensure that they understand all of the intricate details and interactions of the public disclosure process.

If you are interested in retaining us (Rhodes Holdings LLC) for work out services, interested in the “Being Public 101” class for your company, or just working with us to walk through the reporting process with your SEC professionals, please contact us either from our Contact Us Page, e-mailing info@rhodes-holdings.com, or calling 281-435-3917.  Here are a few miscellaneous topics that have come up recently for a few clients…


CUSIP

Most public companies have only one registered security that is traded in the public markets – most frequently their Common Stock shares.  Of course, there could be multiple classes of Common Stock (not a common practice, but we have seen it, most notably with Colorado Goldfields Corp, website, who has two different classes of Common Stock, Class A and B) and multiple classes of Preferred Stock as well.  Some large capitalization stocks not only have Common Stock but also have multiple Preferred Stock shares and bonds.  If these are traded in the public markets, each class of stock or bond will have its own unique identifier – in this case its CUSIP number, which stands for Committee on Uniform Securities Identification Procedures (see the SEC.gov definition below).

“A CUSIP number identifies most securities, including: stocks of all registered U.S. and Canadian companies, and U.S. government and municipal bonds. The CUSIP system—owned by the American Bankers Association and operated by Standard & Poor’s—facilitates the clearing and settlement process of securities…”

QUESTION

How do I get a CUSIP for a new security?

ANSWER

Your SEC counsel will most likely do this for you, but they will go through CUSIP.com to receive one.

QUESTION –

How do I find out what the CUSIP is for my shares?

ANSWER –

The quick answer is look on the face of your paper certificate if you have one.  Most certificates come with the CUSIP on its face as do most bonds.  Transfer agents usually subscribe to a service that provides all this information and they will probably be happy to help you find out the CUSIP number.  If you’re looking for the online equivalent, we haven’t found one lately – if you know of one, please post it here.

Common stock issued in 1967

Common stock issued in 1967 (Photo credit: Wikipedia)


NOBO and OBO Lists

Building upon our knowledge of securities at this point, the next step will be doing due diligence on who your shareholder base is.  This will come in three forms:

  1. Paper certificate holders
  2. Non objecting beneficial shareholders (‘NOBO’)
  3. Objecting beneficial shareholders (‘OBO’)

If you have every opened a brokerage account, you will have filled out countless forms and one of them asked, “Do you object to the brokerage releasing your name to the company?”  If you replied in the affirmative, you became an OBO for all the stocks held in your brokerage account.  If you replied in the negative, you became a NOBO.

To understand more about this, all the brokerage houses subscribe to a service called the Depository Trust & Clearing Corporation or DTCC for short (sometimes people still use DTC for short).  Basically all the brokerage houses deposit their stock certificates and shares with the DTCC and their holdings become a book entry in the DTCC accounts.  Each brokerage account holder at the brokerage is held in “street name”, or more precisely only the brokerage’s name is held at the DTCC.  The DTCC then takes the certificate and holds this in its vaults (interesting aside – their vault is in lower Manhatten Island and was flooded out during the last hurricane that swept through.  Many of the paper certificates were lost, and the public markets are still coming to grips with what that means).

So, when an officer or professional associated with a public company wants to get a list of the shareholders of the company, they would ask a company called Broadridge Financial Solutions, Inc. to provide a NOBO list.  This NOBO list ties all the DTCC street name entries to the brokerage account holders that have not objected.  You can find more information on receiving these lists at Broadridge’s website page for Corporate Issuer Solutions.

Remember though, it requires two days at least to receive so you have to plan ahead (it always takes me about a week though).


© 2014 by Rhodes Holdings LLC, all rights reserved.

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Posted by on September 30, 2014 in BLOG, Business, Public markets

 

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iVoice, Inc. Announces Acquisition of American Security Capital Corporation

HOUSTON, TX — (Marketwire – Jan 29, 2013) – IVoice, Inc. (PINKSHEETS: IVOI) announced today that the Company has acquired American Security Capital Corporation (“ASCC“) in order to provide financing and leasing services to the alternative energy industry. In an effort to salvage some value for IVOI and its shareholders, the Company accepted an offer from American Security Resources Corporation to exchange the Company’s ownership of Hydra Fuel Cell Corporation (“Hydra“) for all of the ASCC shares and a note of $100,000. American Security Resources Corporation still controls the Company through its ownership of Preferred Stock shares in the iVoice, Inc.

iVoice, Inc. acquired Hydra in an exchange of debt securities in December of 2011 and took control in January of 2012. Between the December close date and the January change of control, the Company’s previous management issued the remaining authorized Common Stock shares subsequently leaving the Company unable to finance itself and unlock Hydra’s market opportunity,” stated Norris Lipscomb, CEO of iVoice, Inc. “This transaction allows us to provide value to iVoice, Inc. shareholders while at the same time limiting the capital required.

About iVoice, Inc.

iVoice, Inc. (traded under “IVOI“), is a publicly traded company in a developmental stage that previously engaged in the communications industry as well as the “green” industry associated with hydrogen fuel cells.

About American Security Resources Corp.

American Security Resources Corp. (traded under “ARSC,” http://www.americansecurityresources.com) owns and develops unique intellectual property related to hydrogen fuel cells and business activities to help speed their implementation, funding, and sales. In early 2012, ARSC took control of iVoice, Inc.

Safe Harbor Statement

The statements in this release that relate to the Company’s expectations with regard to the future impact on the Company’s results from new products in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements may not occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company’s plans or expectations.

Contact Information

iVoice, Inc.
info@amsrcorp.com
713-465-1001


© 2013 by iVoice, Inc., all rights reserved. Original posting on MarketWire.com at http://www.marketwire.com/press-release/ivoice-inc-announces-acquisition-of-american-security-capital-corporation-pinksheets-ivoi-1750933.htm.

 
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Posted by on January 29, 2013 in News

 

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Arrayit Diagnostics, Inc. Announces $8 Million Financing Commitment

SUNNYVALE, Calif., Oct 04, 2012 (BUSINESS WIRE) — Arrayit Corporation (OTCQB: ARYC) is pleased to announce that Arrayit Diagnostics, Inc. (“AD“) has secured a financing commitment from American Equity Fund, LLC to purchase up to $8 million of the common stock of AD. This financing will commence upon the completion, filing, and approval by the SEC of the S-1 Registration Statement. The specific terms and conditions of the financing commitment will be fully disclosed in the Form S-1.

John Howell, President and CEO of AD, stated, “I am very pleased with the completion of this financing package, as AD now has the necessary financial resources to reach the next critical milestone in the expansion of the research and development of disease states beyond current activities.

Rene Schena, Arrayit Corporation CEO, adds, “This important milestone illustrates the value of microarray-based testing in oncology and other human disease areas. The capital raise in Arrayit Diagnostics represents an important step in our growth strategy.

About Arrayit Corporation

Arrayit Corporation (publicly traded under symbol “OTCBB:AYRC“, headquartered in Sunnyvale, California, leads and empowers the genetic, research, pharmaceutical, and diagnostic communities through the discovery, development and manufacture of proprietary life science technologies and consumables for disease prevention, treatment and cure. Please visit www.arrayit.comfor more information.

About Arrayit Diagnostics

Arrayit Diagnostics (website http://arrayit.com/Microarray_Diagnostics/microarray_diagnostics.html), headquartered in Redmond, Oregon, is leading the research and approval process of diagnostic tests for cancer based on molecular diagnostic technology.

About American Equity Fund LLC

The American Equity Fund LLC (“AEF”) provides an alternative funding mechanism, an Equity Line Facility (“ELF”), for SEC reporting publicly traded micro- and small-cap companies that want to take control of financial futures. An ELF is a flexible financing structure in which AEF commits to purchase shares of Common Stock directly from an Issuer, at prevailing market prices, over a multi-year period. When an Issuer elects to drawdown on the ELF, AEF is obligated to purchase an amount of shares equal to the dollar amount requested with a discount to market and warrant coverage to underwriting expenses. Issuers request drawdowns at their discretion in accordance with the terms of their funding agreement.

Safe Harbor Statement

We have identified forward-looking statements by using words such as “expect,” “believe,” and “should.” Although we believe our expectations are reasonable, our operations involve a number of risks and uncertainties that are beyond our control, and these statements may turn out not to be true. Risk factors associated with our business, including some of the facts set forth herein, are detailed in the Company’s Form 10-KA for the fiscal year ended December 31, 2011 and Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012.

SOURCE: Arrayit Corporation

CONTACT

Arrayit Corporation
Steven Scott
617-448-1300

Copyright Business Wire 2012

 
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Posted by on November 6, 2012 in BLOG, Business, Entrepenuers, News, Public markets

 

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American Equity Fund LLC announces Robert C. Rhodes appointed Managing Member

Sugar Land, Texas (September 5, 2012) – American Equity Fund LLC (“AEF”) announces today that its founding member and Rhodes Holdings LLC have come to the conclusion of negotiations to name Robert C. Rhodes of Rhodes Holdings LLC as managing member of AEF.  Working as partners on a number of projects together, Rhodes Holdings LLC and ReCap Marketing & Consulting, LLP (Hunter M.A. Carr, founding member and general partner) determined their interests aligned perfectly on what was missing from the arena that both worked – micro-cap publicly traded companies.  This missing component was non-death spiral funding.

This announcement follows more than six (6) months of review of previous funding(s) that Rhodes Holdings LLC and ReCap Marketing & Consulting, LLP have been a party to, as well review of competing equity line facilities in order to construct an AEF equity line facility that will only enhance shareholder value.

About American Equity Fund LLC

The American Equity Fund LLC (“AEF”) provides an alternative funding mechanism, an Equity Line Facility (“ELF”), for SEC reporting publicly traded micro- and small-cap companies that want to take control of financial futures.  An ELF is a flexible financing structure in which AEF commits to purchase shares of Common Stock directly from an Issuer, at prevailing market prices, over a multi-year period.  When an Issuer elects to drawdown on the ELF, AEF is obligated to purchase an amount of shares equal to the dollar amount requested with a discount to market and warrant coverage to underwriting expenses.  Issuers request drawdowns at their discretion in accordance with the terms of their funding agreement.

About Rhodes Holdings LLC

Rhodes Holdings LLC (“RHL“, https://rhodesholdings.wordpress.com) was founded on the principle that public companies‘ top officers need help with the complexities and demands of the public markets.  Funding their companies and managing public S.E.C. reporting shouldn’t take all of these officers’ time and that is when RHL comes in.  RHL provides a turnkey solution for companies that would like the benefits of being public but have not experienced it before.  RHL was founded by Mr. Robert C. Rhodes in 2005.  Mr. Rhodes is surrounded by professionals dedicated to your success, including SEC lawyers, general counsels, auditors, IR professionals, and investment sources that he has historical knowledge.

Contact information

American Equity Fund LLC
Robert C. Rhodes – 281-435-3917 | robert.rhodes@rhodes-holdings.com
Hunter M.A. Carr – 281-600-6000 | hunter@recapmarketing.com


© 2012 by American Equity Fund LLC, all rights reserved.  Original news release located on American Equity Fund LLC’s website.

 
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Posted by on September 5, 2012 in News

 

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