SEC FORM 10

A Form 10 Registration Statement is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).

The Form 10 is NOT used to register specific securities for sale or re-sale and does not change the transferability of any securities. A Form 10 registration statement does not register a security for the purposes of Section 5(1) of the Securities Act of 1933 (“Securities Act”) . Following the effectiveness of a Form 10 registration statement, restricted securities remain restricted and free trading securities remain free trading.

The Purpose of Form 10 Registration Statements

A Form 10 registration statement IS used to register a class of securities. Any Company with an excess of $10,000,000 USD in total assets and 750 or more record shareholders is required to file a Form 10 Registration Statement with the Securities and Exchange Commission (“SEC”). In addition, any company, whether publicly held or not, and with or without assets, may voluntarily file a Form 10 registration statement at any time. 

Upon effectiveness the Company which filed the Form 10 Registration Statement is subject to the reporting requirements of the Exchange Act. That is, they must file annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K. In addition, such Company is then subject to the proxy rules in Section 14 of the Exchange Act, and ownership rules and reporting requirements in Sections 13 and 16 of the Exchange Act.

What Makes a Company Public?

Interestingly, even though a Company that files a Form 10 Registration Statement becomes subject to the reporting requirements of the Exchange Act, a Form 10 Registration Statement does not make a company public, and there is no pre-requisite that a company be public prior to filing a Form 10.

 

A public company, by definition, has public shareholders. A Form 10 registration statement can be filed by an entity with a single shareholder. Moreover, regardless of the filing of a Form 10, a Company must satisfy other regulatory obligations to trade on either the OTC Market or on an exchange (NYSEMKT or NASDAQ). A prerequisite to trading on either the OTC Market or a Major Exchange (NYSEMKT or NASDAQ), would be to have public shareholders holding freely tradeable shares. A Form 10 does not impact upon this requirement.

Following the changes in Securities Act Rule 144 in February 2009, a Form 10 registration statement has become an important avenue for many previously non-reporting entities. Technically Rule 144 provides a safe harbor from the definition of the term “underwriter” such that a selling shareholder may utilize the exemption contained in Section 4(1) of the Securities Act of 1933, as amended, to sell their restricted securities.

Rule 144 and Form Registration Statements

Rule 144, allows shareholders to sell their unregistered shares. However, Rule 144(i), as amended, provides a pertinent part that the Rule is unavailable for the use by shareholders of any company that is or was at any time previously, a shell company. A shell company is one with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents or assets consisting of any amount of cash and cash equivalents and nominal other assets.

In order to use Rule 144, a Company must have ceased to be a shell company, be subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and have filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company, then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed “Form 10 information” with the SEC.

Evergreen Requirements

In other words, if a non-reporting entity ever was a shell company, even ten years ago, one of the only ways its shareholders can avail themselves of Rule 144 is for that company to file a Form 10 Registration Statement and thereafter remain current in their Exchange Act reporting requirements. Note, that a company could comply with Rule 144(i) by the filing of an S-1 registration statement, which also contains “Form 10 information.”

The process of filing a Form 10 and gaining SEC approval takes anywhere from a few weeks to a few months, depending on amount of material and complexity of the filing. The entire Private Placement Markets team is available throughout this entire process to prepare and submit subsequent amendments, redlines, and correspondence letters.

 

Service(s) to be Provided:

  • Registration of the company with the United States Securities & Exchange Commission.

    • Obtain SEC CIK Number

    • Obtain EDGAR Online Access

  • Registration of the Company with ISIN International, and obtaining an International Stock Identification Number (ISIN).

  • Drafting & Preparation of a Federal Securities Laws Compliant Form 10 Registration Statement.

    • Our Custom Form 10 Registration Statement includes (but is not limited to):

      • Structuring and Development of a Presentation Grade Form 10 Registration Statement,

      • all SEC Filing(s) as required via the EDGAR,

      • all ISIN Filings as required

      • Capital Markets filing support (NYSE, NASDAQ, OTC),

      • Federal Securities Laws Compliance Review, and

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See www.PPMEquity.com & www.PPMDebt.com)

      • Does Not include any expenses associated with any required Financial Audits, Legal Opinion Letters, Stock Transfer Agents, DTC Registration, Broker Dealer / Market Maker Fees, Shares Registration Fees paid to the SEC, and/or any Listing Fees associated with a Capital Markets Listing. 

 

To engage us for a Custom 20-F Registration Statement Preparation:

  1. Private Placement Markets is very selective about the Form 10 Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your Form 10 needs.

  2. If there is a mutual interest to engage for the Drafting and Filing of your Form 10, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Custom Form 10 Registration Statement. Our total estimated cost for a Custom Form 10 Registration Statement is a Flat $10,000 USD (50% = $5,000 USD). NOTE: The balance of $5,000 will be due and payable 30 days net from retaining services or upon delivery of a final Form 10 Registration Statement whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom Form 10 Registration Statement.

  4. General Time from Start-to-Finish, given the vast number of Registration Statemetns we have done over the past five plus years, approximately a week to a couple of weeks (could be shorter, could be longer, much depends on complexity and amount of information). 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111

Email: Steve@PPMSecurities.com

Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.

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