Expert Analysis: Class of April 2019 OTC Graduates

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

LB OTC Graduates

Expert Analysis: Class of April 2019 OTC Graduates

The month of April saw a total of three companies uplist from the OTC onto national securities exchanges.

One of these companies operates in the solar technology industry, one operates in the biotechnology industry, while another is in the software application industry. 

Below is a brief description of these companies and selected information and observations of the path these companies pursued from the OTC to a senior exchange. 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.

April 2019 Graduates

Verb Technology Company, Inc. (NASDAQ: VERB & VERBW)

On April 4, 2019, Verb Technology Company, Inc. (the “Company” or “Verb”) (NASDAQ: VERB & VERBW), a leader in business-focused interactive video, and the pioneer of Augmented Sales Intelligence software based in Los Angeles, CA, uplisted from the OTCQB to The Nasdaq Capital Market, and announced the pricing of an underwritten public offering consisting of 6,389,776 units (each, a “Unit”), at a price of $3.13 per Unit. Each Unit is comprised of one share of common stock and one warrant to acquire one share of common stock. Each warrant is exercisable to purchase one share of common stock at an exercise price of $3.443 per share or 125% of the price of each share of common stock sold in the offering. This enabled the Company to meet The Nasdaq Capital Market’s stockholders’ equity requirement of $5,000,000. The common stock and warrants began trading on The Nasdaq Capital Market on April 5, 2019.verb.jpg

The aggregate gross proceeds to Verb from the public offering was approximately $20,500.000, before deducting underwriting discounts, commissions and other estimated offering expenses. Verb has granted the underwriters a 45-day option to purchase up to 827,586 additional shares of common stock, or warrants, or any combination thereof, at the public offering price to cover over-allotments, if any. The offering closed on April 12, 2019. Alliance Global Partners acted as the sole book-running manager for the offering. A registration statement relating to the offered securities was declared effective by the SEC on April 4, 2019.

On February 1, 2019, the Company effected a reverse merger with its’ parent company, Verb Technology Company, Inc. Pursuant to the reverse merger the Company changed its name from nFüsz, Inc. to Verb Technology Company, Inc.

In connection with this offering, the Company effected a 1-for-15 reverse stock split which had the effect of causing the price of the Company’s common stock to adjust from approximately $8.40 to $16.48. Although at the time the Company effected the reverse stock split its share price was above $4.00, the minimum bid price to list on The Nasdaq Capital Market, it appears they elected to effect the reverse stock split to provide a buffer to the underwritten offering at a price lower than what the Company’s stock was trading at, in order to achieve The Nasdaq Capital Market initial listing requirement of a minimum $4.00 bid price.

During 2018, the Company appointed two individuals to serve as an independent director on the Company’s Board of Directors in order to satisfy The Nasdaq Capital Market’s listing rules which require a company to have a majority of independent board members as well as an audit committee of the Board of Directors which is to include at least one “financial expert.”

On the trading day prior to listing, the Company’s opening and closing share prices were $7.25 and $5.83, respectively. On the day trading commenced on The Nasdaq Capital Market, the Company’s shares opened at $2.65 and closed slightly up at $2.81. Approximately 1,552,302 shares of common stock traded on the opening day of the uplist.

Dyadic International, Inc. (NASDAQ: DYAI)

On April 15, 2019, Dyadic International, Inc. (the “Company” or “Dyadic”) (NASDAQ: DYAI), a global biotechnology company focused on further improving and applying its proprietary C1 gene expression platform to speed up the development, lower production costs and improve the performance of biologic vaccines and drugs at flexible commercial scales based in Jupiter, FL, announced that its common stock was approved to list on The Nasdaq Capital Market. Trading on The Nasdaq Capital Market commenced on April 17, 2019.

On August 6, 2018 Dyadic’s Board of Directors extended Dyadic’s 2017 Stock Repurchase Program (the “Repurchase Program”) of the Company’s common stock, in order to better position itself to uplist to The Nasdaq Capital Market. As of March 27, 2019, Dyadic re-purchased 2,025,932 shares of its common stock under the Repurchase Program. The Repurchase Program is scheduled to terminate on August 15, 2019. Dyadic previously re-purchased 12,448,283 shares of its common stock under a prior stock repurchase program which took place from February 16, 2016 through February 15, 2017.dyad

In January 2018, the Company appointed an individual to serve as an independent director on the Company’s Board of Directors in order to satisfy The Nasdaq Capital Market’s listing rules which require a company to have a majority of independent board members as well as an audit committee of the Board of Directors which is to include at least one “financial expert.”

At the time of the uplist, the Company’s closing price was above $3.00, The Nasdaq Capital Market’s minimum closing price requirement, so the Company did not need to effect a reverse stock split in order to satisfy the minimum closing price requirement.
On the trading day prior to listing, the Company’s opening and closing share prices were $3.59 and $3.50, respectively. On the day trading commenced on The Nasdaq Capital Market, the Company’s shares opened at $3.75 and closed slightly down at $3.40. Approximately 54,229 shares of common stock traded on the opening day of the uplist.

Envision Solar International, Inc. (NASDAQ: EVSI & EVSIW)

On April 16, 2019, Envision Solar International, Inc. (the “Company” or “Envision”) (NASDAQ: EVSI & EVSIW), a producer of unique and sustainable infrastructure products for electric vehicle charging, energy security and outdoor media based in San Diego, CA, uplisted from the OTCQB to The Nasdaq Capital Market, and announced the pricing of an underwritten public offering consisting of 2,000,000 units (each, a “Unit”), at a price of $6.00 per Unit. Each Unit is comprised of one share of common stock and one warrant to acquire one share of common stock. Each warrant is exercisable to purchase one share of common stock at an exercise price of $6.30 per share or 105% of the price of each share of common stock sold in the offering. This enabled the Company meet The Nasdaq Capital Market’s stockholders’ equity requirement of $5,000,000. The common stock and warrants began trading on The Nasdaq Capital Market on April 16, 2019.envision

The aggregate gross proceeds to Envision from the public offering was approximately $12,000.000, before deducting underwriting discounts, commissions and other estimated offering expenses. Envision has granted the underwriters a 45-day option to purchase up to 300,000 additional shares of common stock, or warrants, or any combination thereof, at the public offering price to cover over-allotments, if any. The offering closed on April 18, 2019. Maxim Group LLC acted as the sole book-running manager and Joseph Gunnar & Co. acted as co-manager for the offering. A registration statement relating to the offered securities was declared effective by the SEC on April 15, 2019.

Concurrent with this offering, the Company effected a 1-for-50 reverse stock split which had the effect of causing the price of the Company’s common stock to adjust from approximately $0.17 to $5.41.

In August 2018 the Company appointed an individual to serve as an independent director on the Company’s Board of Directors in order to satisfy The Nasdaq Capital Market listing rule which requires a company to have a majority of independent board members and an audit committee of the Board of Directors which is to include at least one “financial expert.”

On the trading day prior to listing, the Company’s opening and closing share price was $0.17. On the day trading commenced on The Nasdaq Capital Market, the Company’s shares opened at $5.41 and closed slightly up at $5.44. Approximately 312,000 shares traded on the opening day of the uplist.


Uplist Analysis Brought to You Courtesy of Our Official Law Firm Sponsor: Lucosky Brookman LLP

Official Law FirmFor 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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