Former SEC Enforcement Attorney · 9 Years, SEC Division of Enforcement

The Other Side of the Table · Appendix C

Going-Public Readiness Questions

An interactive self-check of the twelve going-public readiness questions: audits, cap table, records, controls, costs, market makers, and reverse merger shells.

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  1. Why are we going public: to raise capital, to create liquidity, to use stock as currency, or something else?

  2. Do we need to raise money in the process, or primarily become a reporting company?

  3. Can we produce audited financial statements, by a PCAOB-registered firm, for the required periods?

  4. Is our capitalization history documented, with an exemption identified for every issuance?

  5. Are our corporate records, minutes, and consents complete?

  6. Who are our officers and directors, and is there anything in their backgrounds that must be disclosed or that would disqualify an offering?

  7. Do we have, or can we build, disclosure controls and internal control over financial reporting?

  8. Have we budgeted for ongoing legal, audit, filing, transfer agent, and market costs?

  9. If we want a trading market, have we thought realistically about market maker sponsorship or exchange requirements?

  10. If a reverse merger is proposed, what do we know about the shell, its history, and its shareholders?

  11. Do our management and board understand the personal obligations of public company officers and directors?

  12. Are there material contracts, disputes, regulatory issues, or related-party arrangements that will need disclosure?

Answer all 12 questions to see your result.

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From the book

This is general information, not legal advice.

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