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Re: davidrt888 post# 11429

Saturday, 11/07/2015 10:38:31 AM

Saturday, November 07, 2015 10:38:31 AM

Post# of 82575
Yes, that is a purchase agreement, you are correct. However this is how a reverse merger works, search around the web and you'll see a ton of examples of other companies which have undergone this exact process. It's not your fault for not knowing whats going on, most people don't.


1) Private co wants to go public quickly.

2) If private co creates a fresh listing via an s-1 it takes 12 months to go public. So since they want to go public quickly they find a public co for an RTO.

3) Private co finds public co that doesn't want to run a public entity anymore.

4) Private co negotiations terms and conditions with public co for the reverse merger.

5) They are getting around creating a fresh listing which would define a new share structure with the SEC which take time and tons of hurdles and approvals by the regulatory bodies not to mention they must have a minimum of 35 shareholders. So they merge with the private co which already has met all of these requirements and are issued majority ownership which you will see is done in this particular purchase agreement.

6) Pub co's ceo is removed, Private co's ceo is now put in charge. In turn the pub co then rolls out all of its assets if any and becomes a private entity.

7) Symbol change and name change.

8) Now the private co has become the public co without creating a fresh share structure and listing because they took over the public co and adopted its structure as its own.

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