PubCoCEO™

By: Joseph M. Lucosky, Managing Partner Lucosky Brookman LLP

The month of November saw a total of four companies uplist from the OTCQB and OTCQX onto national securities exchanges.

Below are brief descriptions of these companies and selected information and observations of the paths these companies pursued. For more information about the uplisting process, or any other questions or analysis, please contact Joseph M. Lucosky (jlucosky@lucbro.com) at Lucosky Brookman LLP or visit http://www.lucbro.com.

November 2018 Graduates

Aphria Inc. (NYSE: APHA)

On November 2, 2018, foreign private issuer, Aphria Inc. (NYSE: APHA)(TSX: APHA) (“Aphria” or the “Company”), a medical cannabis company committed to producing high-quality, safe and pure pharmaceutical-grade cannabis, based in Ontario, Canada, uplisted from the OTCQB to the New York Stock Exchange. Aphria joins Aurora Cannabis (NYSE:ACB), Canopy Growth (NYSE: CGC), Tilray (Nasdaq: TLRY) and Cronos Group (Nasdaq: CRON) as Canada based cannabis companies listed on U.S. securities exchanges.
In preparation for its listing on the New York Stock Exchange, in June of 2018, Aphria closed a $258,750,794 short form prospectus offering consisting of the sale of 21,835,510 shares of common stock at a purchase price of $11.85 per share. The underwritten offering was led by Clarus Securities Inc. and included Canaccord Genuity Corp., Cormark Securities Inc., Haywood Securities Inc. and INFOR Financial Inc.

Aphria is a less traditional uplist company. In addition to the New York Stock Exchange, the Company is dual-listed on the Toronto Stock Exchange. The Company did not engage in a reverse split, nor did it restructure recently.

On the day prior to listing on the New York Stock Exchange, the Company’s opening and closing share prices on the OTCQB were $12.21 and $11.57 respectively. On the day trading commenced, the Company’s shares opened at $11.75 and closed slightly up at $12.00. Approximately 2,100,000 shares traded on the opening day of the uplist.

For more information about Aphria, please visit its website at https://www.aphria.ca/investors-3/ or visit its profile at https://www.nasdaq.com/symbol/apha/real-time.

Avalon Globocare Corp. (Nasdaq: AVCO)

On November 5, 2018, Freehold, New Jersey based, Avalon Globocare Corp. (the “Company” or “Avalon”) (Nasdaq: AVCO), a biotech developer and healthcare service provider dedicated to promoting and empowering high impact, transformative biotechnology and their clinical applications, uplisted from the OTCQB to the Nasdaq Capital Market.

In preparation for its listing on the Nasdaq, Avalon (i) closed a private placement offering in the aggregate amount of $5,437,250, whereby the Company sold 3,107,000 shares of common stock at a price per share of $1.75, and (ii) closed a $2,113,762.50 underwritten public offering of the Company’s common stock at price per share of $2.25. Boustead Securities, LLC acted as the Company’s placement agent and underwriter for these offerings.

The Company added three members to its Board of Directors to satisfy a corporate governance requirement of companies listed on the Nasdaq which requires a majority of the members of the Board of Directors to be considered “independent” under Nasdaq listing criteria. In addition to having a Board of Directors whose majority is comprised of independent directors, a company must have an audit committee of the Board of Directors comprised of three independent directors with at least one of these members considered a financial expert.

On the trading day prior to listing on the Nasdaq, the Company’s opening and closing share prices were $2.70 and $2.70, respectively. On the day trading commenced, the Company’s shares opened at $2.73 and closed slightly down at $2.61. Approximately 770 shares traded on the day of the uplist and as many as 3,766 shares traded in one day the same week.

For more information about Avalon, please visit its website at https://ir.avalon-globocare.com/ or visit its Nasdaq profile at https://www.nasdaq.com/symbol/avco/stock-chart.

Roan Resources, Inc. (NYSE: ROAN)

On November 9, 2018, Roan Resources, Inc. (the “Company” or “Roan”) (NYSE: ROAN), an independent oil and natural gas exploration and production company based in Oklahoma City, OK, uplisted from the OTCQB to the New York Stock Exchange.
Approximately one month prior to the uplist, the Company reorganized. Roan Resources, Inc., through its wholly owned subsidiaries, consolidated 100% of the equity interest of Roan Resources LLC.

In connection with its uplist to the New York Stock Exchange, Roan appointed an independent director to serve on its Audit Committee and Nominating and Governance Committee. This helped the Company satisfy the corporate governance requirement of companies listed on the New York Stock Exchange which requires a majority of the members of the Board of Directors to be considered “independent” under New York Stock Exchange listing criteria and have at least three members on its audit committee, one of whom is considered a financial expert.

On the trading day prior to listing on the New York Stock Exchange, the Company’s opening and closing share prices were $16.50 and $16.30, respectively. On the day trading commenced, the Company’s shares opened at $16.37 and closed slightly down at $16.28. Approximately 5,200 shares traded on the day of the uplist.

For more information about Roan Resources, please visit its website at https://www.roanresources.com/ or visit its New York Stock Exchange profile at https://www.nyse.com/quote/XNYS:ROAN.

Creative Realities Inc. (Nasdaq: CREX)

On November 15, 2018, Creative Realities Inc. (the “Company” or Creative Realities”) (Nasdaq: CREX, CREXW), a leading provider of digital marketing solutions based in Louisville, KY, uplisted from the OTCQX to the Nasdaq Capital Market. In connection with its uplist to the Nasdaq, Creative Realities closed a $10,000,000 underwritten public offering, consisting of 2,857,142 shares of common stock and warrants to purchase 1,428,571 shares of common stock at the combined public offering price of $3.50 per share. The warrants have a per share exercise price of $4.375, subject to adjustment, are exercisable immediately and will expire five years (5) from the date of issuance. A.G.P./Alliance Global Partners acted as the sole book-running manager for this offering. The Benchmark Company LLC acted as co-manager.

In September of 2018, Creative Realities revised the composition its Board of Directors by having two members resign and simultaneously appointing an independent Board member to serve on the Company’s compensation and audit committees.

Approximately one month prior to the uplist, the Company effected a 1-for-30 reverse stock split (which had the effect of causing the price of the Company’s common stock to adjust from approximately $0.26 to $7.73) in an attempt to surpass the $4.00 minimum bid price requirement for a Nasdaq listing.

On the trading day prior to listing on the Nasdaq, the Company’s opening and closing share prices were $0.23 and $0.22 respectively. On the day trading commenced, the Company’s shares opened at $3.00 and closed slightly down at $2.79. Approximately 345,200 shares traded on the opening day of the uplist.

For more information about Creative Realities, please visit its website at https://investors.cri.com/home or visit its Nasdaq profile at https://www.nasdaq.com/symbol/crex/stock-chart.

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For more analysis on the uplisting process, or any other questions or analysis, please contact Joseph M. Lucosky (jlucosky@lucbro.com) 732-395-4402 at Lucosky Brookman LLP or visit http://www.www.lucbro.com.

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