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Private placements of stocks, also known as securities, are offered under the SEC Rules of Regulation D also known as Reg D. Private placements usually consist of stocks. A Regulation D private placement offering is usually under Rule 504 or Rule 506. A private placement memorandum is usually a Regulation D Rule 506 offering of private placement stock. A Regulation D offering should be accompanied with a PPM (Private Placement Memorandum).We assist companies with the preparation of Private Placement Memorandums.Regulation D is one way to be exempt from the SEC registration process, which is through what is called a private placement. In the past there were exemptions available through the Securities Act of 1933, but the provisions were very vague, and a risky endeavor for business owners.When companies issue out stock, also known as securities, the securities must be registered with the SEC. Registration documents include detailed disclosure, financial statements, audits, etc. The total process requires the professional help of attorneys, accountants, and the Securities Exchange Commission review which can last up to 120 days. This can be a costly expense, even before the stock offering brings in any capital. All the above reasons created the need for private placements.The SEC put together objectives and rules for exemptions to take place in 1982 when they adopted Regulation D. Private placements offers under Regulation D rules have become a very popular method for small companies to raise money through private investors. Reg D does not make you a public company.Regulation D allows Corporations and Limited Liability Corporations of small size to sell stock using a Private Placement Memorandum (PPM). This is a great way to raise funds quickly and effectively, and it allows you to raise money through friends and family. There are few firms that are knowledgeable enough to help companies go through the process of a Regulation D offering, as it can be very complex.
HOW TO GO PUBLIC – THE S-1 PROCESS.
Becoming a publicly traded company is an exciting and rewarding experience. The following sets forth the method, steps, fees and estimated timetable to go public on the OTC Bulletin Board (OTCBB) ‘from scratch’, or through a self-filing and discusses the 1934 Exchange Act responsibilities after a company’s registration statement has gone effective (after the company has become publicly traded).Prior to filing the registration statement, a company that wishes to go public must first obtain an audit of the Company’s financial statements for the past two fiscal years (start-ups okay).A public company will also need shareholders. To that end, if additional shareholders are needed, the company going public will need to complete a self-underwritten Regulation D, Rule 506 offering in which the company sells shares of its stock to investors for real consideration. This is not a difficult task, so long as you have a properly prepared private placement memorandum (PPM) and you follow the relatively simple rules of Rule 506. The price per share and number of shares offered can be determined by the Company, but most registered Market Makers that will eventually submit a Form 211 for an OTC Bulletin Board quotation prefer to have a minimum of 400,000 shares distributed among the investors.In addition to the minimum number of shareholders requirement, a company must have free-trading shares, called the ‘float’, in order to go public. Upon completion of the private offering and the financial audit an S-1 Registration Statement must be filed with the Securities and Exchange Commission (“SEC”) to register the shares sold in the private placement, thus creating the free trading shares. The completion of the S-1 process with the SEC will make the Company a 1934 Exchange Act reporting company, which is required in order to obtain a quotation on the OTC Bulletin Board. The SEC will review the S-1 and provide comments within 30 days from the filing date. Comments from the SEC typically relate to the terms of the offering, the Company’s business and its financial statements. It usually takes between 3 to 4 months for the SEC to approve a registration statement on Form S-1 and for the S-1 to become effective. However, the actual amount of time will depend on the level of review and number of comments given by the SEC and the corresponding response time by the Company in filing its amendments.Shortly after filing the S-1 registration statement with the SEC, a market maker must be ‘engaged’ to file a Form 211 application with FINRA for the purposes of obtaining a quotation of its common shares on the OTC Bulletin Board. It is important to note that market makers cannot receive compensation for making a market in a stock, thus typically you must have connections to accomplish this. The timetable for approval of the Form 211 process is approximately 3 weeks to 5 weeks. However, the Form 211 will not be approved until the S-1 is approved by the SEC since the approval of the S-1 provides the “free trading” shares necessary to obtain the OTC Bulletin Board quotation.The completion of the entire process to become a public company typically takes approximately 3 to 4 months from completion of the private offering and financial audit, however, the actual time could vary based on the factors discussed herein. If done right, with planning, hard work, the proper foresight, and a good firm guiding you through the process, going public is a truly exciting and rewarding experience.
IPO INITIAL PUBLIC OFFERING
“Going public” is the process of causing the securities of a corporation to trade on a United States stock exchange or stock market, such as the NASD OTC Bulletin Board. It normally involves the filing of a registration statement with the Securities and Exchange Commission and a listing application to the trading market.The principal steps to become public involve the following:Preparing the company to become public. This typically includes increasing the amount and type of stock and other securities the company is authorized to issue, preparing employment and other agreements with executives and employees, establishing subcommittees of the board of directors, and engaging a qualified accounting firm.Preparation of the registration statement. A registration statement is a detailed description of the company, its history and intentions, its management, its strengths and weaknesses, and its securities being registered. This document, containing financial statements, is submitted to the Securities and Exchange Commission.Processing of the registration statement. The Securities and Exchange Commission reviews registration statements and issues request for changes and additions through “letters of comment” to the company. Revisions to the registration statement are made until the Securities and Exchange Commission is satisfied, at which time it declares the registration statement “effective”.The filing of a listing application. Registered securities may be sold on various stock exchanges, such as the American or New York Stock Exchange or regional exchanges, or on other markets such as the NASD OTC Bulletin Board. The listing application may be filed before the registration statement is declared effective, which can shorten the time for approval following effectiveness.Establishment of relations with market makers. Public securities are traded in the United States through specialists on the exchanges, and through market makers on the NASD OTC Bulletin Board. Smaller companies normally first trade on the NASD OTC Bulletin Board or other similar markets.
Form 15c211, also known as Form 211, is the filing form a broker/dealer (who is also a market maker) must provide containing the information necessary to publish a stock quote for a company on the Over-The-Counter Bulletin Board (OTCBB) or The Pink Sheets.In order for the quotation to be published, disclosure information about the issuer of stock must be available. If trading on the OTCBB, the issuer also must comply with filing requirements and have their recent annual report in their records. Also, the broker/dealer must have all of the information relating to the issuer, its securities, and further business information on record.
The company is making confident steps towards entering the stock exchange
Since the registration of the Company in the United States of Nevada on 02.19.2015, the right steps have been taken: registration of Form D (see the official website of S.E.C.), preliminary agreement with the OTCBB market makers, work with the first investors of the company, collected and tested the company's products. At this time, additional capitalization fees and preparation of documentation for the US stock market are underway.
Innovative solutions for modern world.
Let's find out what the Dagra crypto currency is! So… “Dagra” is the first cryptocurrency intended for wide use, simple and easy-to-use for all people. Now money is kept by you, not in banks. And you can manage your money at any time – easily, quickly and absolutely safely! Here are some distinctive advantages of "Dagra" from other crypto-currencies:
The company meets the first investors halfway, and gives the possibility of partial and / or full sale of accredited shares, by queuing through the company (according to the memorandum).
explanation of the share price
This is not a difficult task, so long as you have a properly prepared private placement memorandum (PPM) and you follow the relatively simple rules of Rule 506. The price per share and number of shares offered can be determined by the Company.
- 01.01.2016 - 0,50$
- 01.02.2016 - 0,50$
- 01.03.2016 - 0,50$
- 01.05.2016 - 0,50$
- 01.06.2016 - 0,65$
- 01.07.2016 - 1,30$
- 01.08.2016 - 1,50$
- 01.09.2016 - 1,50$
- 01.10.2016 - 3,00$
- 01.12.2016 - 5,50$
- 01.01.2017 - 7,80$
- 01.02.2017 - 15,00$
- 01.05.2017 - 22,00$
- 01.10.2017 - 50,00$
- 01.02.2018 - 65,00$
- 24.06.2021 - 0,50$ RESTART
the price per share is 0.50 cents
0,50$Restart of the company, in connection with the admission of new persons to the board of directors and new general partners