Lucosky Brookman is the industry leader in "uplisting" companies from the OTC to Nasdaq or NYSE.  "Uplisting" is the practice of moving a company from having its stock quoted on the OTC Capital Markets to trading on a national exchange.  For a microcap company to succeed in this process, there are a magnitude of legal and business tasks to accomplish, each of which need to be completed correctly.  For 10 years, Lucosky Brookman has successfully assisted OTC companies achieve their goals including helping many of them complete a successful listing on the Nasdaq or NYSE.


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 on a national securities exchange is often the goal of most microcap companies. Unless a company qualifies to engage in an initial public offering directly onto a national exchange, reaching this goal is accomplished by uplisting. The potential benefits of uplisting include 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 quickly following the uplist), among many other benefits.

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 have 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.

To uplist, companies need to have a clear path to meeting the seemingly straightforward yet often tricky requirements of a proven share price of at least $4.00, at least 300 shareholders with a large enough float value, and sufficient stockholders’ equity, among many other criteria. In addition, prior to even beginning the uplisting process, there are numerous legal, practical, and strategic questions that must be answered, including, for example, might the company qualify for an “organic” uplisting? Can the company afford to enter the “quiet period” associated with the registration process? Does the company have enough capital to complete the uplist process and, if not, must the company hire an investment bank to access bridge financing? Following a successful uplist, will the company have enough operating capital so that it does not need to do another private or public offering.


  • Leading and owning the uplist process (i.e being the quarterback- keeping the process and the players accoutable)

  • Serving as an intermediary and advocate with the new listings desk at Nasdaq and NYSE

  • Introducing the company to licensed investment bankers and at time bridge investors who regularly execute Uplist transactions

  • Evaluating and structuring the Uplist transaction (ensuring the integrity of the process and advice given by all 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  


  • Drafting all legal documents which are necessary in connection with the Company's uplisting

  • Drafting and filing a Form S-1 Registration Statement

  • Conducting necessary due diligence relating to the Registration Statement and the Company

  • Preparing and filing and responses to SEC comments and filing any amendments relating to the Registration Statement

  • Preparing and filing of the Company's application for listing of its securities onto the senior exchange, including drafting any response to comments and filing any amendment relating to the application

  • Introductions to, and meetings with, senior exchange personnel

  • Ongoing preparation of Form 10-K, 10-Q and 8-Ks on behalf of clients

  • Ongoing preparation of Section 16 filings on Form 3, Form 4, and Form 5

  • Ongoing review of press releases 

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Uplisting Marketing Memo v1 (2018-11-21)

"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.


2019 Uplisting to Nasdaq and $8,100,000 Capital Raise

Uplisting Criteria Analysis Memo 11.26.1