"Going Public" Using RedChip’s Direct Filing Process
Over the past two years, the direct-filing process has emerged as a legitimate and cost-effective method
of "going public" for smaller-cap companies. The direct filing process allows private companies to avoid
the substantial costs and cash outlays of the reverse-merger process or the IPO. Our team of experts
guides private companies through the entire turnkey process from start to finish. RedChip organizes
every aspect of going public, including providing the market maker for the 15c211, the transfer agent,
and the often neglected but critical after-market support to help create a long-term, loyal following of
retail and institutional investors once the Company is public. RedChip also assists the company in moving
to the NASDAQ or AMEX once the company is public.
Private companies going public as an OTC NASDAQ (commonly known as bulletin board companies)
using the direct filing process must meet the following criteria:
- two-year operating history
- two years of audited financial statements (GAAP)
- minimum of 50 shareholders (we can assist in building the minimum shareholder base)
Private companies must also meet the basic RedChip criteria:
- focused and disciplined management team with a proven track record
- a large market opportunity for the product or service
- concrete evidence of growing sales and improving margins
- profitability or near-term profitability
After the company is public as an OTC NASDAQ, it must meet the following criteria to move to the
NASDAQ (CM) Capital Markets:
- audited financials using U.S. GAAP
- $50 million minimum market capitalization
- $5 million in stockholders' equity or $750,000 of net income from continuing operations
Private companies seeking an AMEX listing must meet the following criteria:
- pre-tax income of $750,000 in the latest year or two of the last three fiscal years
- shareholders’ equity of $4 million
Private companies may also go public as a pink-sheet stock without GAAP-audited
financials if they meet the following criteria:
- two-year operating history
- a minimum of 50 shareholders
- a minimum of 500,000 shares outstanding in the private company
- two years of financial statements
Private companies must also meet the basic RedChip criteria for a pink-sheet listing:
- focused and disciplined management team with a proven track record
- a large market opportunity for the product or service
- concrete evidence of growing sales and improving margins
- profitability or near-term profitability
Raising capital
RedChip's 15-year history as the premier small-cap research firm has allowed us to build
relationships with thousands of small-cap fund-managers, retail stockbrokers and
independent investors across the United States and Europe. These investors serve as
a major source of investment capital for our clients seeking $3 million to $25 million in
direct funding. We organize and sponsor four conferences annually in major cities across
the United States, among them Boston, Los Angeles, Miami, New York, Phoenix, and San
Francisco. At these conferences, we bring our clients together with fund managers, some
of whom manage more than $1 billion in assets, to discuss opportunities for direct funding.
Our conferences draw as many as 500 qualified small-cap RedChip investors looking for
undiscovered situations.
After-market support and investor relations
RedChip discovered Starbucks, Nike, MarketWatch.com, and Daktronics when they were
still smaller-cap companies. Over its 15-year history, RedChip has developed the largest
following of small-cap investors in North America. It is critical for public companies to engage
in serious, systematic, and aggressive efforts at investor relations in order to maximize value
for the shareholders.
Our research team
Our After Market Support services are the best and most comprehensive in the small-cap
sector. We provide a full research report written by one of our CFAs and distribute it to
150,000 investors digitally and to the RedChip elite, our top 5,000 money managers, retail
stock brokers, and individual investors.
Our specialist marketing team
Our investor-relations programs include outbound telephone calls by our highly trained
specialists to fund managers and retail stockbrokers across the United States. Our specialists
position our client’s story and qualify the managers and brokers as potential open-market
buyers of the stock.
Internet marketing through our two highly acclaimed Web sites
We provide a full build-out of an investor-relations Web page for all our clients. The page
includes all public information available on the company. The site is automatically updated
daily with the latest 10Qs, 10Ks, press-releases, charts, company presentations, profile,
institutional holders, and much more. Our two Web sites receive thousands of hits each day
from qualified small-cap investors. In fact, www.redchip.com and www.runonideas.com
receive more traffic than any other investor-relations Web site in the United States (see the
ratings of alexa.com). Investors can request due-diligence packages online and even pose
questions about our client companies in real time to our marketing specialists and receive
answers in real time.
Audio-visual interviews and presentations
We provide an audio-visual presentation of all clients who participate in RedChip conferences
and then rotate the presentation on the home pages of our two Web sites. We can track all
visitors to the presentation. This audio-visual presentation allows our investors to see and
hear the CEOs of our clients.