May 14, 2012

To the NASDAQ...and beyond!

So Provectus, by virtue of its newly independent board, "...intends to apply for a listing on NASDAQ when appropriate." Craig provides the quote: "This is a natural step for us as our technologies continue to mature and we prepare for a national exchange listing for our company, which should provide us increased visibility in the financial markets."

Substance or cosmetic? In theory, an independent board should be good for shareholders and corporate governance. Independent directors do not have to rubber stamp management's proposals or recommendations, such as for compensation. In practice, independent boards can go both ways. Coming from a private company where the board ousted the founder CEO (purportedly led by the lead [independent] director), who, frankly, was sort of an awesome dude for several reasons), there is more than anecdotal evidence available of independent boards and not-so-independent boards.

Nevertheless, I give kudos to Craig, Tim and Eric, as founders, for making this move, as they cannot predict with certainty what actions McMasters, Smith and/or Koe may take now and in the future.

I also give kudos to Eric for stepping off the board for the greater good and goal of, among other things, getting onto the NASDAQ. More often than not, it is a challenge for founders to relinquish such titular position easily and without hurt feelings.

NASDAQ listing requirements. What is (are) the key listing requirement(s) for the NASDAQ Capital Market for a stock currently on the OTC to list on the NASDAQ CM: A $4 minimum bid price over 90 consecutive trading days?

No. Go figure. In April 2012, "...the SEC approved, on an accelerated basis, a Nasdaq proposal to adopt, as an alternative to the $4 minimum bid price initial listing requirement for the Nasdaq Capital Market, a closing price of either $2 or $3, if certain other listing requirements are met." See this illustrative source here, or NASDAQ Rule 5505(a)(1)(B) here.

A minimum $2 bid, for 5 consecutive days, if certain other requirements are met, including:
  • Market Value of Listed Securities standard:
    • Market value of listed securities of at least $50 million (current publicly traded issuers must meet this requirement and the price requirement for 90 consecutive trading days prior to applying for listing if qualifying to list only under the market value of listed securities standard)  >>> Yes.
    • Stockholders' equity of at least $4 million  >>> Yes.
    • Market value of publicly held shares of at least $15 million.  >>> Yes.
  • Net tangible assets in excess of $2 million if the issuer has been in continuous operation for at least three years.  >>> Yes.
    • Net tangible assets = assets - {intangible assets + liabilities + par value of preferred stock}
And as for being a penny stock per Rule 3a51-1 of the Securities Exchange Act of 1934, "[i]n new Interpretative Material, Nasdaq states that an issuer that qualifies its securities for initial listing under the alternative price requirement would be monitored and could become a "penny stock" if the issuer fails the net tangible assets and revenue tests after listing and does not satisfy any of the other exclusions from being a penny stock." (Same source as above).

So, what's the upshot of this? Right now, not much, because the share price is well below $2.

With a key piece of news (e.g., the SPA, a dermatology term sheet, etc.), followed up by initial share demand, the share price should hurdle $2. Subsequently, the company would list on the NASDAQ after a week of a sustained >$2 bid.

From there, the NASDAQ, each subsequent piece of news is magnified much more so than if Provectus still to remain on the OTC.

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