GOING PUBLIC

Xnergy specializes in assisting small and emerging companies with creating a public market for their securities.  We work diligently to ensure our clients are taken to the public markets in a way that maximizes sustainability, protects company and shareholder value, and adheres to the highest standards of state and federal compliance.

There are many ways to take a small and/or emerging company to the public markets.  An outline and brief description of some of the most commons ways is provided below for your information. 

For detailed information, we encourage you to visit the U.S. Securities and Exchange Web site at http://www.sec.gov, and specifically look for Q A: Small Business and the SEC available at http://www.sec.gov/info/smallbus/qasbsec.htm, and "MicroCap Stock: A Guide for Investors” available at http://www.sec.gov/investor/pubs/microcapstock.htm.

"Regulation A" Offerings
Companies raising less than $5 million in a 12-month period may be exempt from registering their securities under a rule known as Regulation A. Instead of filing a registration statement through EDGAR, these companies need only file a printed copy of an 'offering circular' with the SEC containing financial statements and other information.

"Regulation D" Offerings
Some smaller companies offer and sell securities without registering the transaction under an exemption known as Regulation D. Reg D exempts from registration companies that seek to raise less than $1 million dollars in a twelve-month period. It also exempts companies seeking to raise up to $5 million, as long as the companies sell only to 35 or fewer individuals or any number of "accredited investors" who must meet high net worth or income standards. In addition, Reg D exempts some larger private offerings of securities. While companies claiming an exemption under Reg D don't have to register or file reports with the SEC, they must still file what's known as a 'Form D' within a few days after they first sell their securities. Form D is a brief notice that includes the names and addresses of owners and stock promoters, but little other information about the company. You may be able to find out more about Reg D companies by contacting your state securities regulator.

Form SB-1
Small business issuers offering up to $10 million worth of securities in any 12-month period may use Form SB1. This form allows you to provide information in a question and answer format, similar to that used in Regulation A offerings, a type of exempt offering discussed. Unlike Regulation A filings, Form SB-1 requires audited financial statements.

Form SB-2
If your company is a "small business issuer," it may register an unlimited dollar amount of securities using Form SB-2, and may use this form again and again so long as it satisfies the "small business issuer" definition. One advantage of Form SB-2 is that all its disclosure requirements are in Regulation S-B, a set of rules written in simple, non-legalistic terminology. Form SB-2 also permits the company to:
Provide audited financial statements, prepared according to generally accepted accounting principles, for two fiscal years. In contrast, Form S-1 requires the issuer to provide audited financial statements, prepared according to more detailed SEC regulations, for three fiscal years; and Include less extensive narrative disclosure than Form S-1 requires, particularly in the description of your business, and executive compensation.

Reverse Mergers
In a reverse merger, a privately held company buys a publicly traded, but usually dormant, company. By doing so, the private company becomes public. Reverse mergers are appropriate for companies that do not need capital quickly and that will experience enough growth to reach a size and scale at which they can succeed as a public entity. Minimum sales and earnings to reach this plateau are $20 million and $2 million, respectively.

MicroCap Exchanges
Companies seeking to issue public securities are also required to trade on a U.S. Exchange such as the PinkSheets or "Over the Counter".  To learn more about the PinkSheets, please visit http://www.pinksheets.com/otcguide/issuers_index.jsp. To learn more about the "Over the Counter" or "Bulletin Board", please visit http://www.otcbb.com/issuerinformation/issuerinfo.stm.