We provide consulting, C-Level writing of any capital raising document, and the project management that is required, at a fraction of the cost of paying your attorney do it.  

I am not a lawyer, I am a businessman that has successfully raised money.  As the CEO of multiple companies and a consultant to numerous others, I know how to manage this process and make sure that all the pieces come together, usually within about 120 days.  

We take lead in the physical writing of documents such as  PPM, Crowdfunding, Reg D, Reg A+ submissions at a substantial cost savings over paying a law firm to write them.

Please call Robert Merrill Fletcher, ChE at 213.500.7236 for immediate answers to your questions and to determine if we are a fit.

We estimate that our template process will save you 50% or more on the cost of producing your capital raising documentation.  In addition, we have "risk factor" templates that have already been approved to the highest levels.  There is no need to write these sections of your documents from scratch.  

We are not lawyers and we do not bill at their astronomical levels.   We work WITH your law firm, or we can recommend a cannabis focused law firm that has numerous successful SEC registrations, taken lead on dozens of public listings, and who has extensive relationships in  the investment banking and broker-dealer networks if your vision goes all the way to a public offering.   Also, the law firm we work with provides a reduced retainer to our clients because we do the organizational work necessary before the documents reach the lawyer's desk.  We are building an engine.

Here are just a few examples from one of the law firms we work with:  The Xspand Reg A+ is generally considered one of the most successful Reg A+ to date.

https://www.sec.gov/Archives/edgar/data/1731348/000119312518219032/d545137ds1a.htm 

https://www.sec.gov/Archives/edgar/data/1054476/000114420418049880/tv503002_partiiandiii.htm

https://www.sec.gov/Archives/edgar/data/1656472/000104746918002317/a2235060zf-10a.htm

https://www.sec.gov/Archives/edgar/data/1717556/000114420418022443/tv492037-1apos.htm

https://www.sec.gov/Archives/edgar/data/1721980/000114420418037008/tv497591-s1a.htm

Our company was founded by a chemical engineer and a 30 year "C-Level" businessman.   Our team of professionals, lawyers, and accountants, bring real-world experience to every client, usually on a success-fee basis.  Working with Ms. Renee Rixon in South Florida, we cover both East and West coasts. 

Mr. Robert Merrill Fletcher, ChE, the founder said, “our mission is to help early revenue companies raise capital legally, and efficiently.  We hope that one of our clients will achieve the billion dollar valuation and unicorn status within three years".

CONTACT:

Robert Merrill Fletcher, ChE

213.500.7236 (EST)

FREQUENTLY ASKED QUESTIONS

Q: PPM, Crowdfunding, Reg D, Reg A+... which should I use?

A: We work across multiple industries.  For example in the cannabis industry(s) right now, we suggest that our clients visualize a final goal of raising up to $50MM with a Tier II Regulation A+ pre-IPO approval. Why? First, investment money is flooding into cannabis and the time may never be better. Valuations will likely never be better.  Second, once the risk factors and the basic company "story" is put together, then all the documents are very much versions of the same data, simply restructured.  We are also seeing companies use a progression of documents from a PPM to a Reg D, to the Reg A+ in order to start "raising money now", or to clean up existing investor sales with proper and legal documentation.

Q: What are the documents that are required for a Regulation A+ (or most substantial money raises)?

A: There are some common "sections" in all the documents for this process.  I have listed them below with a few ‘real world comments’.

• Articles of Incorporation (or new Incorporation):  It is rare that the “OldCo” is properly structured for legally and properly raising money. This is one of the “points of analysis” that is part of the early assessment.  The key is to have a stock/corporate structure that 1) can “go all the way”, and 2) protects the company and current owners.  You might make a note that the old ‘preferred state of incorporation’ was Delaware, it is now moving to Nevada, particularly with cannabis.  
    
• Existing capitalization table, including list of existing shareholders, particularly those over 10%.  Particular attention must be paid to whether any of 10%+ shareholders have any regulatory issues, particularly in stock sales.  FINRA certified professionals understand the concept of ‘bad actor’ provisions.  
    
• The Business Plan is almost the least important feature of the package.  The lawyers make this so vanilla that it is almost worthless other than the broad strokes of the business basics.  Certainly no “projections” are included.
  
  There are a number of “pitch gotchas” that a company that is planning a capital raise MUST be aware of.  Our team is well schooled in what you can and can’t say once you enter this process and this is critical for understanding of everyone that is dealing with investors.  There are issues with a “blank check” company meaning no revenues, no expenses, and built for only acquisitions, but as long as the company has a viable plan, then there is no issue with that element in a Reg A+ offering.  
    
• Management Team:  This is an important section.  We need bio’s and resumes.  Depending on how far your vision goes, there are requirements regarding the Board of Directors necessary to go for a public listing.  The concept of “stacking the board” with top resumes is always a good discussion to have.  
    
• Risk Factors: This is the most extensive section in the document set, particularly for cannabis.  Our set of cannabis risk factors has already been approved “without comment” by the SEC, and this is one of the values we bring to the table.   Our goal is to have MINIMAL back and forth with the SEC once the documents are submitted.  
    
• A discussion of your current legal advisors.  In general we prefer to work with our attorney group for this very specific set of legal rules.   Typically they will interact with your business law firm to integrate your capital engineering to a satisfactory conclusion.  
    
• A discussion of your accounting process and firm.  This is often the longest time frame item, particularly if acquisitions or mergers have occurred.    
    
• DISCLAIMER: THIS IS NOT A FULL LIST.  That list is too long to put here. 

Q: What does the full Reg A+ Cost?
  

A: With a modicum of research you will see a range of costs for a full Regulation A+ process from $50k to $200k.  The general average seems to be about $100k-150k (and this can mostly come out as the investments are received, so please don’t see this as an upfront requirement).  Our value statement is 1) that we are success fee oriented, and 2) that we can handle the writing of the document, and manage the process at less than half the rate of the attorney group.   Clearly legal and accounting are measurable expenses, but they can be mitigated.  The contract with us is usually structured around a small retainer (less than $5k), a success fee payment of $25-$50k after the first $1MM money is raised, and 1-2% of stock after approval by the SEC.  We really don’t get paid until you are receiving investment dollars.
 

Q: How long does the full Reg A+ registration take?
  

A: We are estimating about 75 days for the document preparation and currently the SEC is at about 78 days for a review.  We usually just say "180 days" depending on circumstances. 
 

Q: How do we find investors if we work together?
  

A: At some point in the process, we attack on two fronts.  First we help you send out press releases like the one shown here.  After that, assuming that the law firm has a full "green light", they will introduce your company to the investment bankers and/or broker-dealers that specialize in this kind of money raise.
  

Q: How do I get started?
  

A: Just give me a call or an email and we can go through where you stand, understand your goals, and identify any potential issues, or complicating factors.  Assuming that we decide to work together you will next have a conversation with the law firm we recommend and make sure that everyone is on the same page.  After that, we run hard.

I look forward to hearing from you and potentially saving you quite a bit of money while making sure that the project gets done in a timely and cost effective manner.

About:

Robert Merrill Fletcher, ChE has over 30 years of entrepreneurial experience in raising capital, startups, business operations and sales management. He is an expert in BPM (Business Process Management) and TQM (Total Quality Management). He graduated as a Chemical Engineer from Louisiana State University and after working for Ethyl Corporation in their Chemical R&D operations, he consulted with Shell, Exxon, and numerous other global petrochemical companies on projects around the world.  He has done business in mainland China, Taiwan, Malaysia, Abu Dhabi, and India and has managed virtual workforces of hundreds of people around the world. He is an avid boater and golfer and has two lovely daughters. 

For more information please email:

Robert at MJvestors.com 

Cell: 213.500.7236

@robertmerrillfletcher