Earnings Call - ECO WAVE POWER GLOBAL AB (PUBL)

Good evening. I'm Rajiv Radia, partner at Whiteford, Taylor & Preston, where I lead the firm's public company advisory group. Whiteford is a full-service business law firm with 200 attorneys across 19 offices, and our public company advisory groups work with public and emerging growth companies throughout the full public life cycle welcome to Neba I know you guys have already had a welcome I think earlier but personally welcome you to this panel I think the subject of today's panel what happens after a company becomes public is something we spend quite a bit of time dealing with in practice and we have a great group today because each of our panelists approaches that public company lifecycle from a different perspective. I think the title of the panel, Beyond the Bell, Navigating Life as a Public Company, captures something that companies sometimes lose sight of while they're working toward an IPO or another public listing. I feel like there's so much energy focused on getting public, the financing, the SEC process, exchange application, audits, etc., that ringing the bell starts to feel like the finish line when actually it's the starting line. But everyone sitting up here knows that's not the reality. In a lot of ways, that's when the hard part begins. Prior to beginning and introducing our panelists, there is a QR code up on the screen here. Neva has partnered with a market intelligence app called Stalker. If you haven't already, go ahead and scan that and follow the instructions. Go to panels, find our panel, and there are five questions in there. Answer those questions at the end of this panel, we will go through those questions and see what you guys had to say about some of those questions, and then provide the actual data. We want to make this more interactive. This goes for the panel as well, more of a discussion. So if you have questions, feel free to raise your hand, and we'd love to engage with you. But go ahead and download the app if you haven't already, and in the last ten minutes of the panel, we'll talk about what the results were. All right. So let me start by introducing our panelists here. I'll start with Lisa Lowe. She's the managing director of V-Stock Transfer. Lisa has extensive experience working with private, pre-IPO, and public companies and brings a particularly valuable perspective on shareholder administration, corporate actions, and the many operational issues that arise once a company enters the public markets. Lisa is also very active with Neva and the broader small cap community. Next, I have Rob Hackle. He's the CEO of RF Lafferty. Rob has decades of experience in the financial service and investment banking industry and works closely with emerging growth and small cap companies on capital formation and public markets. He brings the perspective of someone who sees not only how companies access capital, but what they need to do to maintain investor interest and continued access to the markets once they're public. Next, I have Morris Zarif, managing partner of Zarif Law Group. Morris focuses his practice on corporate and securities matters and advises public and private companies on capital markets, transactions, financings, M&A, and ongoing SEC and corporate compliance. He brings the legal and governance perspective to many of the issues we'll be discussing today. And last but not least, Casey Kinchin with M&K CPAs. Casey has more than 20 years of public accounting experience and works extensively with small and mid-cap companies, public companies. His practice includes SEC reporting and audits, as well as many of the complex accounting issues that public companies encounter in financings, equity issuances, reverse mergers, and other transactions. So, let's start off right at the beginning. The company has completed its IPO or other listing. Everyone has celebrated. You rung the bell, possibly, at NASDAQ or New York Stock Exchange, and management comes into the office the next morning. Rob, from the banking side, what do you tell a CEO fundamentally changed now that the company is public? And do first-time public company CEOs tend to underestimate? Great question. Glad to be on the panel. Thank you so much for having me. I think that the biggest thing that public company CEO's underestimate is really understanding how much work needs to be done with investors. And I think it's very important and it's impactful, the ability for CEOs and management to talk to, make sure that they make a conceited effort to work with their investor relation teams, work with CFO, whatever team, whosoever part of their team, make sure that there's tremendous buy-in. This is, you were talking about, you know, celebrating at the NASDAQ or at the New York Stock Exchange, the Amex and ringing bells. You know, some people just look at it as, okay, we made it, we did it, were a public company. But reality of it is you've completely changed your business and your business model. You've gone from a private company that will most likely working with a smaller amount of investors and shareholders and having those discussions to now actually having to serve many masters. Right. You have regulatory from the SEC. You've got audit needs. You have tremendous amount of other activities that need to be done and you need to make sure that you plan for them. So from our perspective, what we talk to CEOs about is the old thing, right? If you fail to plan, you're going to plan to fail. And you need to make sure that you have a lot of boxes checked because things do come out of left field constantly. Same thing for our business, right. You wake up in the morning, you think you're gonna be doing A, B, and C, and by the time it's 10 o'clock in the morning, and you haven't done any of them and you got one, two, three that just walked in the door. So you need, you know, the hardest thing from being a public company is understanding that you have to work as a public company. That's one piece of the business. And then you do have to run your business. But you have a wonderful opportunity being public. There's tremendous visibility. You have the opportunity to raise additional capital. And you have more shareholders, right? So now you go from that smaller company we were talking about before to, if you're listing on an exchange, you have to have 400 shareholders. That could be the start. I mean, you could have thousands of shareholders that you need to respond to. But they're also going to be your biggest champions. Yeah. I think it seems like once you wake up that next morning that you can go back to a lot of people I think think that they can go back to just running their business. Being public and maintaining that access to the public markets is almost like a second business, right? So Morris, let's take that same company from the legal side. What are the things that management suddenly has to think about that they probably weren't thinking about as a private company? There are so many different, I mean, we work on public companies. As a securities lawyer, I empathize with you. All we have to do is make eye contact on that question we know how much goes into how loaded it is right so you go and ring the bell uh with nasdaq and you know that's day zero and day one you should have had these processes in place to respond to the multitude of uh things that are going to come on your plate right there are uh 8ks and 10qs and 10ks that you're gonna have to think about right away uh there are form threes and fours that probably should have been drafted before your IPO even went through. And then there are the processes in place that you have to implement in order to make it through those filings and meet those deadlines. If you don't know about those deadlines, you're going to quickly find out that 530 is your friend. 10 p.m. is also in there. You're going to have these two-day deadlines versus the four-day deadlines versus the ten-day. It's such a conglomerate of things to keep in mind while, again, running your business, conferring with your shareholders, making sure that your market is liquid, strategizing with your investment bank and auditors, and having the team in place to be able to do that is going to be the most important piece on day one. And if you are a CEO with their founder that did never had experience in the capital markets and don't know all this, having somebody experienced on your team or getting that the capital markets finishing school before you go public is going to be vital. Yeah, I mean, I think you can underestimate the need for experienced advisors, experienced people on your team. So I think everybody up here would agree that you have to hire somebody or at least, you even if it's not full-time as a consultant be associated with these people that know what you have to do and what's required um and casey from your perspective how different does the finance function need to be once the pump company becomes public i mean first of all A.K.s and other deadlines that are driven sometimes by the accounting, understanding what those are. But I think, like they were alluding to earlier, is making sure you've hired the right people and you've surrounded yourself with the right people that have experience doing this. The situations I've seen that have gone really bad have been companies with great ideas that went public but did not surround themselves with people that had any experience whatsoever in the accounting side or the legal side because both are important. And also the CEOs ended up finding themselves not running their company. They always found themselves in the compliance hamster wheel running after it and never getting ahead of it. And that's not their lane. Their lane is to execute their business plan. So, for me, I think it's establishing your relationships with the right people and working with timelines and making sure you have some leeway in those timelines. If you're trying to file a 10-K on March 31st, plan on filing it on March 24th. Plan on having the audit committee meeting on March the 12th because things probably won't work out like you planned they would. And when you first become public and everything's happy and you've got the money, that's when the work starts. If you wait and you put it off, it'll run up and sneak up on you real quick. and it's hard to make up for it once you get behind the eight ball on that. Yeah, so already we've got a theme developing here that being ready to list is not the same as being ready to operate as a public company. So Casey, I'm going to stay with you on this, but what does a company that is genuinely prepared to operate publicly look like from an accounting and financial reporting standpoint? And conversely, what are the warning signs that tell you a company isn't ready for that? Yeah, I mean, if they don't already have the people in place, whether that be a controller, assistant controller, And it all has cost benefit attached to it as well, right? I mean, the company can go out and hire a massive accounting force, but maybe that's not necessary. So you have to figure out what you need to make the deadlines. So seeing those coming in, if you're setting yourself, first and foremost, you need set a deadline on when you're supposed to close the books. When am I going to have the books closed? When amI going to get them to the auditors? And if you've told your team that they need to be done on April the 6th for a random period, and it's April the 9th, and they still don't have the book's closed, and you're on the 45-day clock to get the 10-Q on file, you know you're probably shorthanded and or people are focused on the wrong things. So you have to be looking at those deadlines, staying ahead of them, and making sure the right people are in there or it'll get up on you quick. Yeah, no, the deadlines are, like Morris said, you know, the two days, four days, ten days, all of that, the audit deadlines, all ofthat is very, very important. You know, good to have somebody that can handle that for you, right? Lisa, I'm going to bring you in on this. as you know as a transfer agent what are some of the things that companies need to prepare for in advance um and what are the things are important for the transfer agent to to know before the company is uh is is involved in you know first of all becoming public and then the transactions that occur after that uh thank you i think one of the things that people find it difficult when you're going from private to public is understanding the role of what we do as a transfer agent we are way more than just your cap table management we handle everything from the investors we handle your btc cd and co so everything that has to do with the public offering once it closes i think one of the things that public company management needs to be prepared for is how many of those investors have been with the company for six seven eight years and they're going to convert their shares on day one so you need to be prepared for that and to set the expectation to reach out to someone from our team with your transfer agent team to make sure that you know what you need for your shareholders because nothing's worse than a shareholder calling at 3 50 p.m the night before the ipo and they don't have they don t know what what documents they need they don't know what forms they need to fill out because they've held on to your stock for six years seven years eight years they want to transact on day one if you go in public and they will not be so happy if they are unable to do so because they were not prepared many times the shareholder needs to be prepared but if you are the ceo cfo of a company that's going to go public and you have investors or anyone shareholders that have been with you from the beginning i think it behooves you to make sure that you have your documentation you have a point person to that your shareholders are going to reach out to and at a minimum you speak with someone at the transfer agent and we assign someone for you so that's really easy but speak with someone at a transfer agent to make sure that you have all your ducks in a row because nothing could piss people off more when they can't get their shares and the stock is going up or conversely going down which we we don't experience that yeah i'm just going to add to that because i think it is something that is very understated um and i think ceos specifically and the management team really don't think about this a lot uh the relationship with your uh transfer agent uh and and what they do for you and your your shareholders in their role in the transaction, both for immediately after your IPO. And as Lisa said, your former shareholders are going to want to see their shares and their statements to make sure all that information is correct and they got their shares. And when can I sell and how can I sell? What's rule 144, right? It's all these different questions that are going to come at you and then which you push off to your attorneys that end up racking up bills for for absolutely no reason other than just a gap in understanding and knowledge. That and when your transactions, when you do follow-on offerings and you do different financings moving forward, if you don't know your cap table or you don' t know how shares are issued, it causes major delays in your transaction process. So can't undersell how important that relationship is with your transfer agent. yeah no Morris thanks for adding that and I think you know take away from this is is have your transfer agent representative on speed dial I know I've got you know Lisa and I can text her and and get in touch with her for clients so it's super important and and you know it's I'll leave it at that Morris I'm gonna stay with you here but as far as legal infrastructure what do you think that looks like for a company once it's public? So legal infrastructure is going to depend, I think, on which aspect we're talking about, right? So we'll start with the forms that have the shortest window for you to file, which are the Form 4s and your beneficial ownership statements. If your insider trading policy is not solidified at closing of the IPO, which it has to be because you have to file your insider trading policy. But if you don't have the processes to approve or disapprove of your trades or to tell your attorneys when somebody has trades so that they can prepare the form for within that two business day window, you're already behind. Your 8Ks, nobody that has not had that experience in capital markets, you know, the first time you have to decide if something is disclosable on an AK and is material to the company. And it's not black and white, right? It's going to depend on your, on the materiality to the country. It's not going to be material to the company and how it impacts the company, so at a high level it's going be a business related decision that you have to constantly think about. Does, do my shareholders need to know this? Do the rules require that I disclose this? Are you going to have conversations with your attorneys who are then going to need to have conversations with the auditors and accountants and your CFO all within a four-day period that has to be done and drafted and ready to be filed by that 530 deadline on the fourth business day so these are just you know a few of the processes that need to be in place your 10 Q's depending on how often we're gonna end up needing to file the quarterly if we have to file two quarterlies anymore, or if it's going to be on the six-month timetable, the second you file your 10Q, you're thinking about the next 10Q or the 10K that comes right after, right, on the CFO and accounting side. So having those processes in place, having the communication open with your accounting team, your auditors, your attorneys, especially, I'm a little biased, obviously, but your attorneys especially, who need the leeway and the runway time to actually prepare these documents and to give you the proper advice on who you need to speak to, what you need to think about, all things that need to be considered on the first day. Yeah, and I think, Morris, that all of that is very relevant, and some of it hits home a little bit too hard for me as an attorney as well, but I know companies, when they're going public. There's so much going on. It might be a good idea to at least designate, if you can't hire someone separate to do this and manage all these processes, is designate someone at your company that's following each one of these things, right? So if your lawyer needs to be reached out to, they can reach out to them or they can alert the management team that, hey, listen, this might be material. We may need to file an AK. Let's call Morris. Let'S call Rajiv. And so that would be a piece of advice I think that everyone would agree with. And that person has to be involved in your everyday operations. They have to be involve in the negotiations of your material agreements or immaterial agreements if you don't know if they are material or not. They had to be involved in the board calls and the discussions that are happening because you really never know when something has to be disclosed in your next registration statement or in your disclosure schedules to the next pipe transaction. Yep. So let's shift from compliance to capital markets. Rob, what makes a newly public company successful at maintaining investor interest after the initial transaction? It's a great question. And I think what it comes down to really is making sure that as a public company, a lot of people up here, we've been talking about it, is finding your champions, right? So make sure everybody's involved internally and externally of everybody that you're working with and that goes for you know exactly what your question is what does it take to be and make sure you're you're ready it's a company post the ipo is you know from capital markets perspective make sure that you have the right investor relations team make sure you're communicating with the public properly make sure as morris was saying be on time with your filings make sure everybody's ready because the one thing that it was the most important thing as you know somebody came up from the brokerage you know still on the broker side but from the broker desk in the late 90s is there's a lot of public companies out there, right? So you have thousands of public communities just in the United States alone and internationally as well. If you're a retail broker or an institutional broker and you're talking to your clients about a company that, you know, it's a small cap company, right, it might have great things that are going to be coming from it in the future, but you're taking a bet on that company as a retail broker to call up your client and say, hey, I got a great company from you. If you're a small cap micro cap company just starting out maybe went public you know recently you know you're not nvidia you're not cisco you're nicht microsoft one day you hope to be there and all those companies one day we're small cap and small you know small companies as well but it's a place that you want to get to you have to make sure that you're prepared you have everything taken care of and everything's all documented because at the end of the day one small slip up and if you have to put out you know if you go late on your fine filings for your financials if you have to do, you have to go NT. If you get delisted, you have issues with that. There's a reason that broker, you're trying to make sure that registered representatives that you're actually talking to about making investments for their clients, you are trying to find a way to make them not try to sell your stock. You want to give them the opportunity to be your champions and try to say, no, it's the exact opposite. I got a great company. Talk to the management all the time. Make sure that there's that relationship between you as a public company, whoever it might be, C-level management, somebody on the financial team or in the public markets. I just reached out to a company today, left a voicemail for a CFO, something going on. It's a $300 million market cap company. Had a question about the stock. The guy got back to me, said, look, love the opportunity to talk with you. Don't even want to call you back because we're in a blackout period, but I'm going to give you the email so you have it on the record. And then he walked through what my question was and he answered what he could and he said other things i just can't talk about right now but it's that it's that you know when i when i get that email today i'm saying okay this guy's this company's prepared this they understand what they have to do as a public company and this is somebody that i want to make sure i can take and talk about with my clients because you have that opportunity to make surer that you you need as as a pubicum you need to make suer that that you are giving the retail investment broker community the institutional broker community you're giving them a reason why they should look at your stock and make an investment for their clients. And they want to be right. As a broker, they need to make sure that they're bringing good opportunities, things that people don't see other places. Hey, my broker never called me on something like this. I have an account at another brokerage firm. You want to bring that, but you also got to make Sure that they are right. You got to give them the opportunity. Give them every opportunity to be successful. And they'll follow on with additional business. Yeah, no, all good points there. Something I hear constantly from small cap issuers is, our fundamentals haven't changed why is our stock trading where it is right now so Rob I'm ask you a follow-up to this is how should a CEO think about trading volume liquidity market perception and stock price without allowing the stock price to run the company it's a great question and we were I was just talking to CEO before the panel I said you know there's a lot of CEOs that can go out and they have their cheerleaders for their stock and they've got the pom-poms and they just jump up and down say this is the greatest company ever oh my god you got oh I can't even believe I was so lucky that you you're so lucky you're talking to me or it's the ones that that and there are some of those by the way and and there other ones that are actually running their business and as somebody that's on the brokerage side that's what you want to see if you build the business the right way if you communicate to the public make sure that you have the property tools make sure if you're gonna do you know if you gonna have you can be a small cap company way to you know have the right investor relations team have have quarterly conference calls after your earnings come out, take questions from people, hold, you know, if you have an IR team or internal team that you're working with, hold mock conference calls and get ready for having a conference call because not a lot of companies that are on the small side are going to do that. So you're trying to find a way to stick out and kind of what you're talking about is how do you, don't let the stock price run your business. That's the best way is be successful. It's be prepared, plan, have everything, show that you are a very serious public company and that you ready to take on the roles and responsibilities of being that. And if you can do that, it gives you an opportunity to be successful. But it is difficult as the CEO. I mean, I do it on my own stocks that I own. You're sitting there watching the CNBC app three times a day. I'm like, I've had this stock for two years. Why am I looking at this stock three times? It makes no sense. I'm never selling it. But you have that type of, you're going to constantly be looking at your stock price. You do need to make sure that you don't and just concentrate on the business. Make sure you have that communication with the public. Get those champions that you can have. Everybody, at the end of the day, When it comes to the auditors, when it comes to the attorneys, when you come to transfer agents, investor relations, everyone is your champion. Everyone wants to see you be successful. So take the advice, take the wisdom from the people that have been here before and have been through the wars on all these other companies. We get it. Like, I talk to the CEO. I am not the CEO of your company. You're the CEO, you have to run it. But I can give advice, I can wisdom. You talk to some other people that you are working with and say, hey, look, we're running this by trying to get a little bit of a consensus. What do you think is the right direction to go with something? And that you can build that out structurally. And that's the most important thing. And then if you do that, you will have those people that will follow your stock. You will go to conferences and have sit down with people and say, hey, look, I remember you from last year. You said you were going to do something and you did it. I think one of the most importante things also is don't, is to under promise and over deliver. When you have that company and you're doing a million dollars a year in revenue and you are meeting with investors and say you are not going to believe this. Next year, we're going to be doing $350 million in revenue. And you're going, you know, can you make it $150 instead of $350? You have a market cap of $30 million. I think we can play it down a little bit. But I definitely think the ability to under-promise and over-deliver is something that can be helpful. And You want to build momentum for your security. You want to have people that can follow it and say, hey, look, a year ago, we said we were going to do ABC. We did it. We're growing on it. And now we're gonna do something additional. And And you get buy-in and you get belief from your investors and from the investing community. Yeah, no, I think great answer and great points made there. You know, I Think overall, we can say that having strong fundamentals, run your business the right way, and let investors come to you, right, and build that reputation and perception out there. So I'm going to transition over, Lisa, to your expertise here with the transfer agent. so a lot of people I think earlier you explained a little bit of high level of what you guys do as a transfer agent talk about some of the issues that you see public companies have where the transfer agent is involved and specifically some of issues that result in emergencies and and you know how those can be mitigated by by good communication or whatever you think is best as a transferring Right, so I have clients who call us at 9, 10, 11 o'clock at night and again, I always like to say victory favors the prepared. If you're prepared for or you anticipate some of the challenges that some of your shareholders or investment bankers or people within your organization are going to have, I mean I can't tell you how many times people have appropriate action and they didn't take the steps in order to inform the transfer agent. or have their auditor reach out to us in a timely fashion, and then we're scrambling to get it done, and you're pricing the next day. Before or after, when there's corporate action that maybe an investment banker came in or a follow-on offering, I really do think that communication is so important between all parties, because we get to use the tools as the transfer agent to be prepared, hopefully, but we can only give you as much information as you're providing us, so if we don't know on Tuesday afternoon at 3.50 that you're follow-on offering for the next day, you didn't let us know, or someone needs something, it's just, it's a little bit more challenging for us, and the investment banker, and we get emails from, I would say a lot of times from the boarders and the investment bank was literally in the 11th hour. And the CFO was saying, you've got to help us. We've got a tremendous amount right away. And it's not always that. It's not almost possible. Yeah, no, and as securities lawyers, and you heard Morris joke about it earlier, but we do get calls just like that, right? And it is like, you know, then we are reaching out to the transfer agent on an emergency basis. And it was like, did you guys, as the company, did you take these steps beforehand? Or did you involve us earlier? So the piece of advice I think we can take from this is contact, well first have good advisors right and second thing is contact them keep them in the loop contact them as early as possible when you know that you might need to be in touch with them and you're like, whoa, I'm watching the hockey game. How can I help you? No, but seriously, again, everything I think is any part of the going public journey for a company is communication. It's very important. If you're having any challenges or you need our help with something, if there's an investor or letter of credit, you're revocable. If there's any anticipated positive or negative, If you don't share it with us, then we can't put together a team in place to be able to execute on a higher level. So I think that that's really important, is just communication from the banker to the law firm to the auditor to the transfer agent and everyone in between. And also, last thing, shareholders call us oftentimes, and they instruct us what to do, and then they're not the author of our orders. And so one of the things that I find for as a transfer agent is we have to politely tell them, like, hey, you're not an authorized representative of the company. And then they get even more pissed off. So that disgruntled investor is now even more pissed off because they want to tell you what to do, and you can't take instructions from them. Yeah, no, can relate to some of those things. but just in case you guys didn't know this, and I'm sure you didn't, but Lisa's a massive hockey fan. She's an Islanders fan. I know it's difficult to tell, but do not call her during hockey season between eight and 10. She'll answer, but she may not, you know, yeah. So Lisa, one other question for you is what can a company do before they get listed to make sure that the next six to 12 months after listing is easier for them and i uh you've already mentioned a few things but tell me what your thoughts are on on you know overall what a company can do record keeping is so important because if you're onboarding your shareholders and you don't have the necessary information in order to onboard them your documentation their subscription agreement, your lockup agreement, and then they come to us, again, a disgruntled shareholder is probably the least likely to be motivated to give you a positive, you know, they just create havoc and chaos that's unnecessary, and it could be avoided if you just prepare. You know, we all know what's required to be put on the task table. If you have the information just provided and keep a good, it could be a spreadsheet and with all the advent of AI, you can keep track of it in a way that you can disseminate the information in a timely fashion. So I think that record keeping and communication with that information is so important. Yeah. Yeah, so we're going back to the theme of processes in place and communication. Those are the two things that I'm hearing from everybody on this panel, and I want to reiterate to everybody out here is that those are the 2 things that you should certainly keep in your head to be successful as a public company. So I'm going to switch over to capital markets a little bit here as far as financing after the IPO. So Rob, let's assume our hypothetical company has been public for nine or 12 months and needs additional capital. How should management think about its financing options once it's already public? I think from a perspective of follow-on offerings, there's so many different ways to do it. I think the most important thing is make sure that you plan for it and that you have a good use of proceeds. So from the perspective of being able to talk to the public markets and discuss with them, what are you raising the capital for? Is it enough? it too little? Is it too much? You know, everyone's going to be looking at the company, right? So if you bring cash onto the table, is it going to retire a certain debt? Is it going be to establish a new division? Make sure that you have that mandate and you have an understanding of why you're doing it. That's the most important thing from our perspective of being able to tell. Because at the end of the day, when it comes to the brokerage side and the banker side, our most important job or one of them are, is we're storytellers, right. So we have to express to somebody why this company is a company why it's worthy of an investment and we can go out and talk to 100 you know we could be doing a raise and we might end up having 5 10 15 institutional investors along with maybe 100 retail investors into an offering but at the end of the day we may be reaching out to hundreds of retail investors we might be able to reaching out to 500 you know 200 250 institutions to discuss the opportunity and we got to make sure that we have a good idea right so from a perspective of where we are it's to make sure that and that's kind of in our communication loop that we have with the companies when we're doing the raises is making sure okay like okay so you want to wait you want go back to the capital markets that's great you know why are you going back what are you doing okay well we're going to be we're expanding we're building a new plant in another city we want to take over another business there's a joint venture we want to get involved in so we go through everything make sure the numbers are correct everything aligns so that we can make a strategic idea of who we're gonna talk to as investors and how we're going to do that raise. Is it going to be a smaller retail raise? Is it going to a larger raise maybe with institutions? And that's just part of what we do. And I think a lot of times, you know, I think that one of the hardest things that we see from the banking perspective is that companies overshoot what they think that is going to the response from the broker dealer community. Or not really a broker dealer, more from Wall Street. Like, you have this great announcement, our stock's going to double. Well, know what might not double we don't know about that but you know that's that's the point well if it doubles and we want to raise 50 million dollars tomorrow or the stock's going to go higher we go okay excellent sorry about that yeah um so casey i'm gonna bring you in here but as far as communications with the auditor um whether it's with the financing or any other you know 10q 10k etc what is your advice to people on that don't be scared of your auditor have a conversation with them can't tell you how many times you know someone has had what they thought was a great deal maybe they needed to stay over the Nasdaq net equity requirement so they were trying to make a transaction that was going to be accounted for as equity but it had features that were not equity like and I won't lose you guys in the weeds on mezzanine equity and all the different characteristics and that's some we can all go to sleep if I start that but we're the last ones sometimes to know about it sometimes the the transaction's already closed, the money's already out there, the 8K's already issued, the world knows about it. The auditors look at it and we say, that's debt. That's not equity, that's dead. Or that's mezzanine. That not going on your balance sheet is a net equity pickup. And that happens all the time because no one bothers to talk to the auditors. If you don't have your audit partner's cell phone number, you're with the wrong firm. You need to be with someone that will work with you on a Friday, a Saturday, a weekend, because capital markets, a lot of money raised on Friday. I picked up a client last week from a firm that they decided to take Fridays off. They weren't going to work Fridays anymore. My first reaction was, I'd like to work there. That'd be great. Second one was, there's no way in hell my firm could survive because we audit 85 public companies. There's noway any of us could take off on a Friday when all the deals are getting done on a Friday. So the short answer to your question is, get the auditors involved. If you're the CEO, you need to think about, did I touch bases with everybody on this upcoming transaction to make sure there's not a problem? Because most of the time, once the money's in, the 8Ks have been issued, it's too late. And then you're looking at a subsequent change, not a retroactive change. yeah um fridays off would be very nice i feel like saturdays and sundays off would be nice at this point um it's tough um and and we'll talk i'm gonna figure out who that who that firm is so maybe you know they need legal counsel on that oh yeah yeah yeah for sure all right well we're gonna get time here i have several more questions i wanted to ask but i want to i'm going to um focus on a on one topic that once you're public that unfortunately you may have to come across but it's it's a reverse split right whether it's most most likely it's to remain listed on whatever exchange you're on typically but Rob does a reverse-split typically solve the problem or does it buy the company time and the problem by the problem I mean potentially being delisted from whatever exchange are listed on buys the company time so you You see a lot of that, that you do see the splits. It's obviously at a point where the company, if you're doing reverse splits, it's not something that you want to be at. But like you said, you're kind of just holding on to try to see if you can get to a spot. I would say it's more on, the reverse splits are really more to just make sure you keep the listing requirements. But again, I think that just making sure that when it's happening, that communicating things things properly to the investment community, that you're explaining what you're doing. It's the most important thing. It's all, as you were saying, it's all communication. I think everyone's talking about that. Why you're something, discuss it, get it out there, and hopefully it doesn't ... It's not something that you want to deal with, but you have to, and if you have deal with it, you do. It's part of being a listed company is you get the good, the bad, and the ugly, and you're going to see that in a lot of different instances, and definitely from a reverse split perspective, It's not one that you want to have, but if you can have the split, if you can get the stock price higher, which is where it is, but obviously the share count goes down, so there's no difference to the market cap, but if you're going to get to a spot where you're good, and then you can build off of that, that's what you want try to do, and you want to make sure that you communicate that properly to the investor community about why are you going through it, maybe you had some issues that happened, how are you fixing them, how they're not going to happen in the future, that you hire new staff to make sure that they can stay on top of things if there were issues related to maybe your stock price being depressed over a period of time. What are you doing as a public company to make sure that things do happen negatively? How do you keep those mitigated and how do you build off of those to make sure that there's something that doesn't happen in the future? Yeah, no, great answer and before I close here we're going to have some data from Stocker on that subject as far as reverse splits go, so we'll see what the reality is and what everybody here thought. Very quickly here as we run out of time, but I'm going to give you each 30 seconds what's one piece of advice when you speak with the CEO the day before they ring the bell become public what's one piece advice that you would give the CEO over the next 12 months and Lisa I'll start with you on that Now you're a public entity, you're scrutinized for every good bet, and you wouldn't be able to wear an Islander jersey necessarily in a public forum if you're a public CEO, so that's why I'm not. But no, in all seriousness, I think that the scrutiny just for everything that you do, every acquisition, every purchase, every transaction that you do is super important that you're now public and everything that you deal with is for the stage to see it. Yeah, no, that's great advice. Casey, 30 seconds. I mean, for me, again, it's don't forget what got you here. You know, what made you a public company? What made you successful with your IPO? You need to execute that. Don't get lost in the weeds on a lot of the other things. Hire the right people, hire the right advisors, and run your company is what I would tell most CEOs. And the second thing I would say, and I'll close with this, protect that money. The second round is probably really expensive. The second round of money that you go get, if you can get it, it's probably not going to be as favorable as the first round you got. So you got the money. Make sure you had a plan for it. Use it for what you got it for because the second one might be tough. You can't take the genie out of the bottle. The minute you do something, it is public and you're done. And that's it. And you got to live with it forever. Whether it is a press release you put out, whether it's a hiring decision that you make, Everything is going to be public. You are a public company at this point. So at the end of the day, you've got to make sure what you're doing, you're doing properly. Days go fast. Days are long, years are fast, something along those lines. That's it. One year is really quick. Before you know it, you have been through it. So take your time. Be methodical. Make sure you are doing things and just plan. Morris. I think it's twofold. I think the first is something that I was taught when I formed my firm a few years ago, which is that your network and your advisors, you have to treat them as assets. If you are lucky enough to have somebody like the hackles in your phone book, use them. Talk to them. They know what they're doing. They understand the market. Your attorneys, maybe not me, but Rajiv is great. We know what we're doing, and we've been around the block a few times we know we've seen a lot we've experienced a lot in the market um and we have the capabilities to advise you on on how to react and it's kind of always up to you to make that decision on on which way to go but uh make sure you're using them as as as assets the other thing which kind of touches on the same point uh if you are a ceo or in the c-suite um without capital markets experience and don't have anybody on your team with capital markets markets experience you're you're already way behind you need somebody on your Team that you trust that you can bring into the fold that is constantly you know in the in the room with you maybe not making the decisions but at least in the conversation so that they can help you manage that that piece of this of this new life and that also plays into the c-suite being able to actually manage then run the company No, I think all great points, guys, and we're coming up on time here. So as I promised at the beginning, we're going to run through some of these questions from Stocker and see how you guys voted versus what the real data says. So the first question was, what percent of companies regain compliance with the bid price deficiency organically or without a reverse split? um so we have it looks like less than five percent was the top answer um and let's see what the real data says here 22 percent regain compliance organically so that's you know i see here's some wows around the room i was surprised when i saw that data as well um and then if we just here, I'm going to move on a little bit further here, but 50% regained compliance via reverse split, 13% were delisted, and 5% left voluntarily. So some interesting data from real life here, not what any of us expected, it looks like. Next question was, what percent of companies who regained complaints with a reverse split experienced another bid price deficiency within 12 months all right so the the top number of votes went for B which is 20 to 40 percent and it looks like we're at 32 percent so I heard a little a few D's out there but that's incorrect but let's go through the rest of the data here so 68 percent held above a dollar for the full-time and 20 29 percent split again within a year of the split finally 26 percent left the exchange within two years of regaining compliance so i mean there's a variety of outcomes here seems like they're pretty evenly split except the 68 but the idea here is make sure that whatever you're doing you're tackling it early and you're taking the right steps and you have good advisors for that next question is what is the all-in cost of reg gaining compliance via reverse split so So what are the consequences of not taking action for, you know, to remain listed? And so the top answer on this one was between $100,000 and $200,000. And the all-in cost of regaining compliance via reverse split, that's just for legal counts and SEC filings. So let's, it's not only 40,000. It's 110,000, so it's over $100,000 right? So, you know, the lesson here is take action early and all of this goes back to the theme of our panel here which is make sure that you have the right advisors, make sure you're communicating with them early and often. All right, the all in cost of regaining compliance to be a reverse split is 110,500. Right, and so this is if you're forced to going through a hearing panel, right? Almost doubles the cost of just regaining compliance. So here's some more data on the share price after a reverse split. So you guys can see how the reverse split affects the share price negatively. Idea here being continue running your company, keep the fundamentals good, and keep communication with your advisors. these are questions that I think that we're just asking of the crowd we're not going through these I'm just going to cycle through these we're actually over time here I don't want to go in on the time of the next panel but thank you all for the panelists for being up here and taking part in this panel I think we learned a lot from it I know I learned a little bit from it as well but the key takeaways here hire good advisors communicate with them early often text with them get their phone numbers put them in your favorites contacts thank you guys for being here