Go to http://web.otcmarkets.com/OTCQB-Americas-Venture-Market/ for more information straight from the source of this infographic.
Tag Archives: public companies
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 firstname.lastname@example.org, or calling 281-435-3917. Here are a few miscellaneous topics that have come up recently for a few clients…
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…”
How do I get a CUSIP for a new security?
Your SEC counsel will most likely do this for you, but they will go through CUSIP.com to receive one.
How do I find out what the CUSIP is for my shares?
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.
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:
- Paper certificate holders
- Non objecting beneficial shareholders (‘NOBO’)
- 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.
SUNNYVALE, Calif., (November 15, 2012- BUSINESS WIRE) — Arrayit Corporation (OTCQB:ARYC) (“ARYC”) is pleased to announce that Arrayit Diagnostics, Inc. (“AD”) has filed an S-1 registration statement with the Securities and Exchange Commission today. Upon the effective date of the registration statement, AD will be an independently traded public company and will distribute one share of AD for approximately every 3.34 shares of Arrayit Corporation held shortly thereafter.
John Howell, President and CEO of AD, stated, “Upon approval of this registration statement by the SEC, AD will be spun off from ARYC, allowing us to proceed with the previously announced financing agreement. We are confident that our efforts to commercialize our proprietary Diagnostic tests will be achieved.”
Rene Schena, ARYC CEO, adds, “The accretive benefits to our shareholder base, by granting them ownership in an additional public company, enables them to benefit from two distinct revenue streams.”
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.com for 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 their 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.
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 quarter ended June 30, 2012.
Here are two articles that Seth Farbman’s VStock LinkedIn group:
Seth, thanks for the great resources and keeping all of us in the know. Also, if you are involved in the public markets and understand what the DTC (or DTCC as they put it into initials) is dealing with right now? Their vault in lower Manhattan was under water and all the certificates that are in “Cede & Co.” which would be the complete public float for all companies that are DTC eligible, may be destroyed.
To understand what this may mean for DTCC, if a certificate is destroyed, the rest of us holders of paper certificates have to post a bond that says that we will not try to use the certificate that was lost or destroyed. This costs about 10% of the face of the certificate itself. Will they be required to post such a bond? If not, why should all of us..
© 2012 by Rhodes Holdings LLC, all rights reserved.
- Trillions of dollars worth of securities , stocks certificates , certificates for bonds and other financial instruments were destroyed in the flooding….. of course there are electronic records – what happens when there is a glitch in the electronic matr (fredw-catharsisours.blogspot.com)