M.M. Membrado, PLLC
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Start-Up and Development-Stage Companies
Small To Middle-Market Private Companies
Microcap and Smallcap Public Companies
Private Equity and Pooled Investment Vehicles
Microcap and Smallcap Public Companies

Our public company practice is focused on microcap and smallcap public companies.

One of the most active areas of our practice is in taking U.S. and foreign private companies public through means other than traditional, large-scale, underwritten IPOs. These alternative methodologies include Form 10-SB registrations, Form SB-2 resale registrations, and reverse mergers with public shell companies, in each case coupled with a quotation service or exchange listing. However accomplished, this "going public" process is often executed in conjunction with a syndicated PIPE (private investment in public equity) transaction involving a number of different institutional and other investors, thereby resulting in what is fast becoming known throughout the capital markets as the new "alternative IPO".

Once companies are public, our practice focuses not only on assisting our clients in navigating the capital markets and the increasingly complex regulatory framework involved in securities and corporate governance, but also in assisting them to build value in their share price and graduate as soon as possible to higher tier exchanges or quotations services. We pride ourselves on keeping our priorities aligned with those of our clients and never losing sight of the practical realities and considerations involved in managing their growing businesses, which are often at apparent odds with the ongoing and sometimes seemingly irrelevant compliance practices with which they are required to adhere.

In particular, our public company practice provides services to clients in the following areas:

  • Delaware Reincorporations
  • Going Public Events
    • Underwritten Initial Public Offerings (IPOs)
    • Self-Directed Initial Public Offerings
    • Form 10 (Exchange Act) Registrations (with or without related PIPE)
    • Form SB-2 Resale Registrations
    • Reverse Mergers (with or without contemporaneous PIPE)
  • Attracting Market Makers / Navigating the 15c-211 Process
  • Listing and Quotation
    • Nasdaq National Market / Nasdaq Small Cap
    • American Stock Exchange
    • OTC Bulletin Board
    • OTCQX
    • Pink Sheets (including so-called "Gray Sheets")
    • Non U.S. Exchanges
  • Identifying and Engaging Qualified Investor Relations Professionals
  • Getting Reputable Analyst Coverage
  • SEC Periodic Reporting and Compliance
    • Annual Reports on Form 10-K/SB
    • Quarterly Reports on Form 10-Q/SB
    • Current Reports on Form 8-K
  • Regulation FD Compliance
  • Beneficial Ownership Reporting
    • Section 16(a) Insiders
    • Schedules 13D and 13G Reporting Requirements
  • Rule 144 Trading Restrictions
  • Rule 10b5-1 Trading Plans
  • Proxy Solicitation and the Annual Report To Stockholders
  • Annual Meeting of Stockholders
  • Proxy Contests
  • Corporate Governance / Sarbanes-Oxley Compliance
    • Board Composition
    • Board Meetings
    • Board Committees
    • Board Compensation
    • Director Responsibilities
  • Takeover Defense Measures
  • Asset-Based Finance and Commercial Credit Facilities
  • Securities Offerings
    • Exempt Private Offerings - Negotiated or Book Deals
      • Section 4(2) /Rule 506
      • Section 4(6)
      • Rule 504 or Regulation A Offerings (for non-reporting issuers)
      • Regulation E Offerings (for Business Development Companies)
    • Registered and Underwritten Offerings on Forms S-1, S-3, and SB-2
      • Follow On and Secondary Offerings / Shelf Registrations
      • PIPE (Private Investment in Public Equity) Transactions
      • Rule 419 Blank Check Offerings
  • Non-Capital Raising Registrations
    • Resale Registrations
    • Spin-Off Transactions
    • S-4 (Merger and Acquisition) Registrations
    • S-8 (Employee Benefit Plan) Registrations
  • Penny Stock Rules Compliance
  • Mergers and Acquisitions
    • Due Diligence
    • Structuring for Corporate / Securities / Tax Objectives
    • Asset Acquisitions / Divestitures
    • Stock Acquisitions / Divestitures
    • Mergers and Share Exchanges
    • Spin-Off Transactions
    • Reverse Mergers by Public Shell Companies
    • Industry Roll-Ups / Consolidations
    • Liquidations
  • Penny Stock Rules Compliance
  • Technology and Other Intellectual Property Management
  • Employment Related Matters
    • Executive Employment Agreements
    • Employee Handbooks
    • Employee Stock Option and Stock Ownership Plans
    • Employee Benefit Plans
    • Consulting Agreements
  • Manufacturing, Supply, Distribution and Related Agreements
  • Delistings, Deregistrations and Tender Offer / "Going Private" Transactions


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