Elevating OTC and Foreign Listed Companies to a US Senior Exchange

Lucosky Brookman is the industry leader in “Uplisting” domestic or foreign quoted OTC companies and foreign exchange listed companies to the NASDAQ or NYSE. "Uplisting" is the global practice of elevating a company (foreign or domestic) from having its stock quoted on an alternative trading platform like the OTC Markets, TSX or the ASX, to the NASDAQ or NYSE.  For micro or small cap companies to succeed in the Uplist process, they need to have more than just an attorney, they need an advocate, a leader, a quarterback to proactively usher the company through the process and across the finish line.  For 11 years, the attorneys at Lucosky Brookman have successfully assisted numerous companies achieve their goals by completing successful listing transactions on the NASDAQ or NYSE – many times in connection with a simultaneous financing transaction.

According to a recent client,

"Joseph Lucosky and his team at Lucosky Brookman are the hardest working and most proactive attorneys I have ever dealt with in my professional career. For me, they were hands down the best choice when deciding to restructure my company and pursue an Uplisting from the OTC to the NASDAQ. His work ethic, judgment and advice are second to none. His mindset inspires confidence and respect from everyone even in the most stressful circumstances. Joseph's commitment to execution and not “lawyer talk” is refreshing and his unwavering commitment to results was superior to other attorneys I have worked with. I highly recommend Joseph and his team at Lucosky Brookman if you are a CEO that appreciates clear advice and a results-driven approach to this crazy micro/small-cap world. To put it plainly Joe and his team get results."

- Grant Johnson, Chief Executive Officer
Esports Entertainment Group, Inc. (NASDAQ: GMBL)
Successful 2020 Uplisting to NASDAQ and $8,400,000 Capital Raise

Trading and, more importantly, thriving on a national securities exchange is the ultimate goal of most microcap and small cap companies. Unless a company qualifies to undertake an initial public offering or a direct listing directly onto a national exchange, reaching this goal is accomplished by Uplisting. The potential benefits of Uplisting include, among many other benefits, increased marketplace attention, improved liquidity for existing shareholders and potential investors, ease of depositing shares, and improved availability of capital (including the possibility of doing an S-3 shelf takedown following the Uplist).

As is the case in many things in life, how you begin often dictates how you end up. The first step is the most important. For a microcap company to succeed in this process, the company must engage a competent team of professionals – each of whom has a track record of successfully bringing OTC companies to the next level. Typically, a competent attorney should quarterback the process – outlining the macro plan and keeping the team of professionals on track to meet each of the company’s micro objectives throughout the process. Without a strong leader at the helm, the Uplist transaction may never succeed.

Preparation, Documentation & Registration
  • Organizational call
  • Preliminary due diligence
  • Management presentation to underwriters counsel
  • Confirm financials to be used in registration statement
  • Outlining of prospectus
  • Preparation of underwriting agreement
  • Draft registration statement and underwriting contracts
  • Circulate initial draft of offering presentation
  • Accounting due diligence
  • Revision of drafts
  • Registration statement filed
  • Board approval for reverse stock split
  • Apply for NASDAQ listing
  • Build NASDAQ listing model
Quiet Period & Amendments
  • SEC review period*
  • Receive SEC comments and make amendments (expect at least 3 rounds of comments assuming a 30-day review by the SEC each draft)
  • Print preliminary prospectus (assuming minimal comments from the SEC)
  • Banker may invite prospective syndicate underwriters
  • Banker distributes prospectuses to investors, and potential selling group broker-deals
  • Notify SEC of clearance by FINRA of underwriting arrangements
  • Complete reverse split if necessary
  • Launch offering with teach-in to Banker sales group
  • Commence road-show meetings and conference calls between Company management and institutional investors
  • Typical cities include New York, Boston, Philadelphia, Chicago, Dallas, Denver, San Francisco, San Diego, Tel Aviv, London, Zurich, Geneva, Paris, Brussels and Amsterdam
  • Banker monitoring interest and pricing feedback  
  • Begin development of institutional “book” of demand
Pricing and Closing
  • SEC declares registration effective
  • Pricing call-underwriter recommends price
  • Execution of underwriting agreement (legally binds underwriter to purchase of Company’s securities
  • Closing (2 business days after new shares begin trading, company receives payment and underwriter receives securities)

Listed below are some of the services that we provide to our clients:

  • Leading and owning the Uplist process (i.e. being the quarterback- keeping the process and the players accountable)
  • Serving as an intermediary and advocate with the new listings desk at NASDAQ and NYSE
  • Introducing the company to licensed investment bankers and, at times, bridge investors who regularly fund Uplist transactions
  • Evaluating and structuring the Uplist transaction (ensuring the integrity of the process and advice given by each of the various stakeholders involved)
  • Developing and designing workable corporate governance policies that balance admission to a senior exchange with the flexibility needed to operate in a post-Uplisting, growth-oriented environment
  • Assisting with Board of Director reviews and/or introductions and committee assignments and processes

In addition to our team’s highly-valued added services that we provide during the Uplisting process, we also handle the following projects and tasks from a legal perspective::

  • Drafting all legal documents which are necessary in connection with the Company's Uplisting
  • Drafting and filing a Form S-1 Registration Statement (generally considered to be the foundational document of the Uplist process)
  • Conducting necessary and specific due diligence relating to the Capital Raise and the Registration Statement which will be strategically used to lead the Company through the NASDAQ/NYSE vetting and approval process
  • Leading the Company’s communications and responses to the SEC with respect to the Registration Statement
  • Preparing and filing of the Company's application for listing of its securities onto the senior exchange, but more importantly, serving as the lead spokesperson and advocate for the Company with the NASDAQ/NYSE during the approval process
  • Introductions to, and meetings with, senior exchange personnel and others, as necessary
  • Ongoing SEC and NASDAQ/NYSE compliance post-Uplisting
  • Ongoing Section 13 and Section 16 compliance
  • Coordination with NASDAQ/NYSE Compliance Desks

Representative Transactions

Lucosky Brookman is an industry leader in all types of legal representation with respect to the Uplist process:

  • Transactions where the Firm represented issuers in connection with firm commitment underwritten offerings lead by investment banks and institutional investors whereby the Company Uplists from the OTC Marketplace to the NASDAQ or NYSE
  • Transactions where the Firm represents underwriters in connection with a firm commitment underwritten offering and an Uplist while liaising with the regulatory agencies such as the SEC and FINRA as well as assisting with NASDAQ/NYSE listing
  • Transactions where the Firm represents foreign public issuers seeking listing on U.S. exchanges and markets, including companies traded on the AIM, the TSX and ASX
  • Transactions where the Firm represents private issuers in connection with an IPO directly onto a senior exchange
  • Transactions where the Firm is specifically engaged as special counsel to assist the transactions teams of both issuer and underwriters in connection with liaising directly with the NASDAQ or NYSE and quarterbacking the listing process

A Client Success Story

"Our company, just successfully Uplisted from OTC to NASDAQ. We would not have been able to do so were it not for the Lucosky Brookman team who helped us each step of the way. I highly recommend Joseph Lucosky. He is a dedicated, professional and has an extremely hard-working team. There was not a moment that I doubted their commitment and their efforts led us to our eventual success. Thank you, Joe, Lawrence and your entire team."

Gianni Arcaini, CEO
Duos Technologies Group, Inc.
2020 Uplisting to NASDAQ and $8,100,000 Capital Raise