Planet MicroCap Review Winter 2024/2025 Issue

10 The Private Equity and Equity Approach: The
Devonshire Strategy with Ben Claremon, Partner at

Devonshire Partners
18 TruGolf Holdings (NASDAQ: TRUG)
22 Delisting Series: What Companies Need to Know
38 BQE Water (TSX-V: BQE)
48 MicroCap M&A and Buyouts: Why the Trend Continues
and Not Slowing Down with Mathieu Martin, Rivemont 42 Sabio Holdings Inc. (TSX-V: SBIO / OTCQB: SABOF)
MicroCap Fund 44 BlueMetric Environmental Inc. (TSX-V: BLM / OTCQX: BLMWF)
76 FTC, Larger Cap Mergers and Affects (if any) on
50 Innovative Food Holdings (OTCQB: IVFH)
MicroCaps with Andrew Walker, Host of the Yet Another
Value Podcast 78 IEH Corporation (OTC Pink: IEHC)
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In Loving Memory of Our Precious
E D I TOR I AL
Daughter, and Sister, Sammi Kane Kraft
E
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4 Planet MicroCap Review www.PlanetMicroCap.com

This issue includes a series of articles focused on the be boring. Questions abound: will lower rates result
Exchange’s Delisting of many microcap issuers and in more speculation? Will lesser quality companies
also several Q&A style interviews with both C-level raise inordinate amounts of money because they
management of public companies and many service are somehow associated with drones, nuclear, AI or
providers hoping to hone in on many of your FAQ’s. quantum? Will institutions wake up and figure out
where retail has gone (I know where they went)? Will
As always thank you for your support throughout they care?
the years and have a great Happy Healthy and
Wealthy New Year! The MicroCap ecosystem continues to evolve, and
we’re your resource to sift through the noise, at least
—Shelly Kraft, Founder we try to be (it can be quite loud). Thank you for
SNN Incorporated your support and readership, and look forward to
your feedback on this Winter 2024/2025 issue.
E
veryone will make an argument that
2024 was the year of this, it was the And, be sure to save the dates, April 22-24, 2925,
year of that, and it most definitely for our annual Planet MicroCap Showcase in Las
depends on who you talk to. Services Vegas at the Paris Hotel & Casino. We’ve partnered
providers would likely say that IPOs are with Microcapclub, the largest MicroCap investing
back baby, Canadian fund managers will community in the world. Long story short, if you’re
say M&A was hot and not slowing down, and on and reading this magazine, this a must-attend event
on. In this issue, while the front cover highlights M&A, if you’re even remotely interested in MicroCap
which in my opinion was the most prescient topic investing. The best investors, the best companies, all
that needs to thoroughly covered and examined (as congregating in one place. I’ll see you in Vegas!
we do in this issue), there were many trends that we
tried to encapsulate, including: de-listings, indexing, —Robert Kraft, Host & CEO
and more! Your guess is as good as mine as to Planet MicroCap
what 2025 will bring, but I can guarantee, it won’t
www.PlanetMicroCap.com Planet MicroCap Review 5

CONTENTS
8 In Remembrance: Scott Arnold
FE AT U R E S
10 The Private Equity and Equity Approach 48 Microcap M&A and Buyouts: Why the
by Ben Claremon, Partner at Devonshire Partners Trend Continues and Not Slowing Down
by Mathieu Martin
16 The MCC Profitable Index
by Ian Cassel, MicroCapClub 76 FTC, Larger Cap Mergers and Affects (if
any) on MicroCaps
O P INIO N
by Andrew Walker, Host of Yet Another Value Podcast
52 Getting the Most Out of Your 1x1 Meeting 58 How Can Microcap Companies Benefit
with a CEO by Shelly Kraft, Kraft Consulting LLC from Executive Recruiters?
by Kelly Anderson CPA, CXO Inc.
54 Why Investors Can’t Afford to Ignore Asia
by Drew Bernstein CPA, Co-Chairman of MarcumAsia 82 Q&A with Independent Investment
Research (IIR)
I N S IG H TS
by Mamun Rashid Esq., CPA, Founder
22 Why the Need to Talk about Delisting? 64 Making Financial Transactions More
by Shelly Kraft Simple by Lynne Bolduc Esq., Partner at
FitzGerald Kreditor Bolduc Risbrough LLP
24 Delisted Now What? by Lynne Bolduc Esq. -
Legal, FitzGerald Kreditor Bolduc Risbrough LLP 68 Finding Alternative Liquidity Programs
26 The Dreaded Delisting Notice for Microcaps: SLS Group LLC
by Scott Gordon – Investor Relations, CORE IR 70 Most Microcap Companies are Over-
28 Delisted to OTC Insured, Is Yours?
by Jason Bishara, NSi Insurance Group LLC
by Eric Flesche – Market Maker, Glendale Securities Inc.
30 What Happens When a Company is 72 Six Questions for Microcap Companies

Delisted? by Erik Nelson – Filings, Coral Capital LLC Contemplating Public Relations
by Roger Pondell, PondellWilkinson Inc.
32 Delisted Accounting
by Brian Zucker CPA, RRBB Advisors, LLC
80 Asia Corner: Hong Kong’s Battered IPO
Market Remains Hopeful
34 How Does Delisting Affect Insurance? by Leslie Richardson, Elite IR
by Jason Bishara – Insurance, NSI Insurance Group LLC
36 Delisted Or About to Be?

PROFILED COMPANIES
by Roger Pondel, CEO, PondelWilkinson Inc. – Public
Relations
18 TruGolf (NASDAQ: TRUG)
46 Eventus Advisory Group LLC by Neil Reithinger
38 BQE Water (TSX-V: BQE)
60 What Are Today’s Microcap Market 42 Sabio Holdings Inc. (TSX-V: SBIO /
Maker’s Services? OTCQB: SABOF)
by Eric Flesche, Glendale Securities, Inc.
44 BlueMetric Environmental Inc.
62 Why and When Does a Microcap (TSX-V: BLM / OTCQX: BLMWF)
Company Require a Litigator? 50 Innovative Food Holdings (OTCQB: IVFH)
by Jon Uretsky Esq. PULLP
78 IEH Corporation (OTC: IEHC)

www.PlanetMicroCap.com
www.SNN.Network microcap
Planetreview
MicroCap Review 27
magazine 7
IN R E M EMB R A N CE
REMEMBERING
SCOTT ARNOLD
S
cott Arnold was an authentic person whose
actions and words were admired by those
that he came into contact with. He was ethical,
smart, and had a great sense of style. He found
his business success in the competitive world of
investor relations from his large list of professional
business contacts that he gathered over his years
in the business. His many clients often became his
friend. He was engaging, had a confident low-key
personality and a high energy, positive nature about
him believing that through hard work everything and
anything could be made into a success. In fact, if you
called Scott’s cell phone and he either picked it up
on the first ring or called you back within minutes!
Who does that? Well Scott did!
Scott’s work priority was people and relationships

and meeting him just once made it clear why he
excelled at his chosen profession. He was a highly
thought of Partner and member of the CoreIR
management team and Executive Account Manager
and well known for his quality work throughout the
industry and his peers.
” Family first,” was his best quality to those who

knew him well. People meeting Scott would soon Scott Arnold, 1974-2024
find out that his wife Lisa, and their 3 kids Noah,
Shane and Gigi were his top priority and his passion. family, friends and loved ones who too were suffer-
His family unit supported him and contributed to his ing. Scott would often say, “Noah had been called
successes. He traveled extensively for his clients, but ‘mini-me” due to the striking resemblance in both
he was never too tired, or too occupied not to be an looks and mannerisms of Scott. Noah’s passing left
active part in their daily lives. Many that knew him a huge empty void in the Arnold family that Scott’s
through the years also knew of his love and commit- love tried to fill every day.
ment to his siblings Matt, Brent and Kelly, and when
his father Jerry passed 6 years ago Scott became Scott Arnold was a good friend to so many and a
the unassuming patriarch of the Arnold family. solid leader who always led by example and he was
the quintessential “people person”. He was kind,
Scott Arnold was an observant and faithful man, caring and had a huge heart. Scott is missed and will
never judgmental or proud but always humble. continue to be missed, he was one of a kind and one
When his oldest son Noah passed away tragically of the very good guys!
3 years ago, Scott was the pillar to lean on for his

FEAT U RE
THE PRIVATE EQUITY

AND EQUITY APPROACH
THE DEVONSHIRE STRATEGY WITH BEN CLAREMON, PARTNER AT
DEVONSHIRE PARTNERS
LET’S START AT A HIGH LEVEL, espouse on podcasts like Planet

HOW DID WE GET TO THIS MicroCap and Compounders the
POINT WHERE PRIVATE EQUITY, desire to cap their asset bases—so
STRATEGIES, SMALL/LARGE they can continue to invest in the
CAPS ARE ACTIVELY LOOKING smallest companies—do so with
AND SCOOPING UP MICRO/ the utmost sincerity. But if firms
NANOCAPS? do get to $200 million or more
in AUM, they grow out of nano-
I
could probably write an entire cap—like Brian Bares did—and the
essay on this topic. But I will try companies in that space become
to give a brief overview of the untouchable.
major elements at play here, ones
that have created a situation where On top of what I see as a s struc-
microcaps can remain undervalued tural shift in demand away from
for long stretches of time—and microcap strategies, there is the
thus attract the attention of PE Ben Claremon issue of performance. If you go
investors. First, there have been onto Russell’s site, you will see that
some meaningful changes to the potential inves- the Russell Microcap index is the worst perform-
tor base for microcap companies. I was listening ing domestic index over every long time period.
to a podcast with Brian Bares of Bares Capital Furthermore, the S&P 500 has trounced just about
Management, who started his firm with a microcap- every global equity index over the last decade.
focused strategy. If memory serves, he started in Asset flows inevitably follow performance and since
the late 1990s or early 2000s and he was able to everything large has crushed everything small, the
attract capital from endowments and foundations. In flows have gone into larger vehicles that can absorb
other words, microcap was an institutional strategy more capital. In addition, my guess is that when it
back then. What a difference 25 years makes. These comes to the asset owners who are sympathetic
days, I would argue that microcap is not a space the idea that investing in small companies that are
where large asset owners can play. If you run a $20 ignored by larger investors can generate outperfor-
billion endowment, you want to write $100 million- mance, those investors shifted capital away from
plus checks to investment managers. In microcap, public markets to the lower middle market private
that amount can be the manager’s entire capac- equity managers. Once capital shifts to private
ity—and very few LPs want to represent 100% of a markets, where neither the manager nor the asset
manager’s AUM. That number probably caps out at owner has to mark assets down even as public
33% and a lot of asset owners want to invest in a equity markets decline, it takes a long time to come
strategy that can scale. Microcap strategies, by defi- back to public markets, if ever.
nition, cannot. That assumes that the managers who

There are a couple of other things to mention as All of these generalizations and what I would argue
well. First, there are not many IPOs of quality small are also misconceptions, lead public most equity
companies with a valuation that puts them squarely investors, lower middle market PE investors and
in the microcap realm. Companies are staying asset owners to stay away from microcap. And
private much longer and are becoming public much therein lies the opportunity for contrarian investors,
larger. If a company decides to IPO with a $100 both public and private, to dig deep into the space
million valuation, there is a risk that there is a stigma to find the best businesses, many of which trade at
placed on that company. It used to be that going lower multiples than would their private company
public was a triumphant sign that a company had comps. What used to be a public company premium
earned the right to be public—and there was some in some cases has flipped to be a public company
cachet associated with that. These days, with the discount. That is why we see private equity activity
amount of capital available in the private markets, starting to pick up in this space. Now, I would argue
there is no reason for companies to become public. we are in the very early innings of this process. The
I think what that creates is a situation in which inves- market has witnessed a bunch of take privates
tors question why a company is public—almost as in Canada, many of which were of software and
it if is a sign that there is something wrong with the technology companies. Aside from a few MBOs, I
business. The main reason microcap is a four-letter have not seen a lot of activity in the industrial, busi-
word to a lot of investors is the perception that ness services or consumer sectors. That is where
these companies are either frauds, management Devonshire plays best and sees the most opportuni-
promotion schemes or operate a fundamentally ties, not in just take-privates but in other forms of
broken or impaired business model. In other words, providing capital in situations where there is no
fishing in the microcap pond is akin to adverse liquidity, limited-to-no access to equity on reason-
selection, so why even spend any time there? able terms and a dearth of large check writers.

WHY HAS THERE BEEN A STRUCTURAL LACK who would love to Devonshire to provide capital to
OF GROWTH CAPITAL AVAILABLE TO MICROCAP them on reasonable terms are precisely the ones
COMPANIES IN THE US? we should avoid. There are plenty of companies that
perpetually lose money and need to raise capital
The answer to this question is inextricably tied to to keep the lights on. We frankly will not be able to
the dynamics described in the previous question. invest in those companies. However, to embark on
The reasons that some PE firms have taken notice the journey we are on, you kind of have to believe
of the opportunities in the microcap space are that that within the sea of microcaps there are busi-
valuations remain depressed and that competition nesses with secular tailwinds and structural growth
for private deals for companies of a similar size has opportunities that are either locked out of capital
gotten intense. So, it makes sense that investors markets entirely or the cost is so prohibitive that
with a contrarian bent would look for a space that they have not been willing to accept the potential
had been abandoned by the institutional investment dilution. High return, growing companies with bad
community. But that doesn’t have to only be in the balance sheets and companies that are pursuing
form of a take-private. If you talk to people who a transformational acquisition are candidates for
are active investors in microcap companies, you Devonshire’s strategy.
get the sense that the PIPE market has changed as
well. The same hollowing out of the investor base Having said all of that, we remain highly cognizant
that I discussed above has created a situation where that the stereotypes of microcaps are often accurate.
there is a limited number of investors who can write The are thousands of public companies with markets
a big equity check to help a company grow. The caps below $100 million that reside in the US and
common refrain you hear is that the cost of capital Canada. My perception, after having met with 100s
associated with PIPEs is very high when you include of these companies during my career, is that only
the banker’s fees, the warrants, and the typical a small fraction of these (10% or less) are actually
discount to the stock price that is required to entice investable. But that universe of real companies can
investors to do the deal. be narrowed down by simply using a few profit-
ability screens within CapIQ or Bloomberg. We have
Additionally, the investors who are willing to provide narrowed down that universe to the companies that
capital at those onerous terms are also likely to flip fit our strict criteria. However, we are interested in
the stock the second their lockup period expires. So, meeting management teams of companies that don’t
it is not like the companies are getting capital from screen well. If there is one thing I have learned about
long-term oriented investors who are employing a microcap companies, it is that you can tell very little
private equity in public markets strategy. The risk about what is going on by simply looking at the stat-
is that the stock gets punished when the lock-up ed financials. The backstory is incredibly important.
period expires and the company, if it needs to Maybe a new management team has come in. Maybe
raise capital again, is back in a position where it they divested a money losing business. Maybe the
has to further dilute. This creates a self-reinforcing controlling shareholder has not been willing to invest
negative cycle that can really impair the equity. in the business but growth opportunities abound.
That is why Devonshire positions itself as a friendly, You have to do the work to find the companies that
long-term player who can help grow a business as are deserving of a large investment, and we are
a private company—or as a public company via a knee-deep in that relationship building and diligence
PIPE that doesn’t come with a punch in the face. process as we speak.
It all goes back to Devonshire’s desire to create a
premium brand in the microcap space. Some of the WHERE DID THE IDEA FOR DEVONSHIRE’S
capital providers that remain get labeled as preda- STRATEGY COME FROM?
tors and we want to be the antithesis of that. We
want to be stable partners who come armed with Before joining Devonshire Partners earlier this year,
experienced operating partners, deep experience in I spent 15 years in public markets, with most of that
governance and capital allocation, as well as patient time focused on small cap, SMID cap and microcap.
LPs who get what we are doing. The most formative experiences occurred when
I was working at Cove Street Capital, a long-only
There is no question that many of the companies public investment firm located in LA. It was there

The opportunity cost of the time What all of this means is that there is room for
spent on quarterly calls and Devonshire to run a differentiated strategy by
focusing on microcaps, many of which no longer
filings, audits, engaging with the benefit from being public. It is no secret that being
public is expensive for small companies—relative
sell-side, speaking to investors to the revenues and EBITDA. However, what is not
and attending conferences, is discussed anywhere near enough is how much
time the C-suite members spend attending to
extraordinarily high. things that only have to do with being public. The
opportunity cost of the time spent on quarterly
calls and filings, audits, engaging with the sell-side,
speaking to investors and attending conferences, is
extraordinarily high. This precious time that could
that I was exposed to small cap suggestivism (bor- be spent helping grow their businesses organically,
dering on true activism) and saw the opportunities developing their employees, or searching for acqui-
to provide capital and liquidity to small companies sitions is spent on low value activities. When I speak
that could not access it readily or at a cost that was to microcap executives, I typically hear that the
not exorbitant. Specifically, on a number of occa- CFO and CEO spend anywhere from 33% to 50% of
sions, Cove Street had the opportunity to raise a their time on things that only are required because
special purpose vehicle to buy large stakes in public the company is public. To make a very long story
companies. In one particular case, the CEO of a short, Devonshire sincerely believes that the cost of
company where Cove Street was a top holder called capital for these companies in public is higher than
us and informed the team that the founder—who it would be if they were private—that is if they could
owned about a third of the shares—was ill and even access the capital via the public market. On
was hoping to sell his shares. The CEO told us he the other hand, in the lower middle market private
wanted us to buy the shares and we embarked on a equity world there is tons of capital available to
journey to try to raise a $200mm+ check. In a nego- companies of the same size. All of this suggests that
tiated transaction like the one we were contemplat- there is a huge number of companies that should
ing, Cove Street would have received board seats, be taken private, and Devonshire is building a brand
and we probably would have had effective control that aims to be the partner of choice for manage-
of the company, given the size of the holding. ment teams that no longer see the benefit of the
public listing and are interested in considering a
At the end of the day, we were unable to close the management-led buyout.
transaction. But the experience crystallized in my
mind the opportunity to build a firm that could be CAN YOU OUTLINE DEVONSHIRE’S STRATEGY?
a large check writer in the small cap and microcap
universe. If you fast forward a few years, we are In the prior responses, I have hinted at the strategy
executing that strategy at Devonshire right now. so I will be succinct here. If anyone wants to read
There are several key reasons why we have decided the very long version of this, I posted what is really
to focus on microcap to start. First, as mentioned our investment treatise on my Substack. On the
above, the fact that microcap is no longer an public company side of the house, the goal is to
institutional investment strategy that is funded by develop relationships with the management teams
endowments and foundations, means the number of of the companies we think mostly highly of. I tell
sophisticated investors who are paying attention to those people that we want to be helpful and that
microcaps has diminished significantly. That dynamic I recognize that could be now, in six months or in
has left many of these companies perpetually three years. How exactly can we be helpful? Here
undervalued and underappreciated. On top of that, are the three ways, with some examples:
few of the remaining players have the ability to
invest $5mm to $25mm in a single transaction. As 1. Providing friendly PIPEs. As an example, we
Cove Street found out, you need the right structure are in discussions with the management of a
to be able to truly run a private equity in public compelling, real business that went public as a
markets strategy. SPAC and has a nasty piece of debt that is com-

ing due soon. In this situation, we could provide of differentiation but in a space that is somewhat
a friendly source of capital that relieves the debt maligned. So, we certainly don’t want to suggest
burden, takes pressure off of the equity, and that the following elements will lead to inevitable
gives the company the ability to invest in the success. We think they just stack the odds in our
business—in a transaction that would give us an favor. For any investor in any asset class, that is all
almost controlling stake in the company. you can really do.
2. Offering liquidity to a large or controlling stake • The previously mentioned changes in the institu-
in a public company from a selling founder, tional investor base have reduced professional
CEO, or other large shareholder. This type of competition present in microcap.
opportunity was discussed above in Question #3. ° Within that, most of the remaining players in
We are currently in negotiations to buy out the the space run capital constrained strategies
largest shareholder of a cash flowing generating, where their goal is to write a bunch of small
natural monopoly that actually has a valuation checks to build a diversified portfolio, thus
whereby the stock could be used as a currency. limiting their ability to raise or deploy capital
for the types of opportunities Devonshire is
3. Executing on a microcap take-private. As refer- pursuing.
enced above, every quarter, we have dozens of ° In addition, the majority of the lower middle
meetings with microcap CEOs who quite frankly market private equity firms we come across
no longer see the benefit of being public. It is either do not have the expertise or the
expensive and incredibly time-consuming. We desire to invest in public companies. We
continue to have fruitful take-private conversa- hear over and over again that it is perceived
tions and have even created an educational to be too hard. Either that, or their specific
presentation we can share with management mandate is to only invest in private busi-
that contains context for how process would nesses. In that way, the logical competitors
look and feel like—as well as the benefits and who have access to capital and can write
potential tradeoffs associated with take-privates. bigger checks are often on the sidelines.
° On top of that, as a lot of public-equity-only
It might take a while to find something actionable— firms find out when they become activists or
because of how selective we have to be—but we try to buy a company, what works when you
are playing the long game when it comes to these are flying at 10,000 feet does not always
relationships and opportunities. In all three cases, work when you are trying to land the plane.
we are looking for situations where our capital and Devonshire has experience in buying and
our involvement create an unlock, loosely defined improving companies after we own them.
as something materially positive that would not That can be beneficial whether we are
have been achievable absent change in structure, buying into a public company or executing a
capital infusion, or change in their shareholder take-private.
base. If people reading this have ideas for us about • The relative underperformance of microcap ver-
ways we can be helpful with the companies they sus everything else in US equities, both public
know the best, please feel free to reach out to me and private, has created a situation where there
anytime. are fewer people willing to execute full diligence
processes on these businesses;
WHY DO YOU THINK NOW IS THE RIGHT • One thing that has kept institutions away from
OPPORTUNITY FOR THIS STRATEGY TO microcap is the lack of scalability; however in
POTENTIALLY WORK AND CREATE VALUE FOR the case of Devonshire’s Microcap Opportuni-
YOUR LPS AND SHAREHOLDERS? ties strategy, that fact that we are looking to
write a series of larger checks allows for LPs to
I think the best way to answer this is to lay out the put meaningful capital to work.
setup we see and then discuss a few potential rea- • We don’t see a lot of participants with the
sons we may not be successful despite the favor- specific goal of building a premium brand in
able backdrop. It is incumbent on us to recognize the space. Our big, hairy, audacious goal is to
that we are building something that has elements become the partner of choice for companies

and selling shareholders. We may never get because of their age or to access liquidity, but
there but there is a lot of whitespace in front of because there is a fundamental problem in the
us. business. We must remember that selling out is
• In the microcap space, flexibility is paramount. a signal and that motivations matter.
You don’t want to be the person with the • Executing take-privates is indeed hard. There
take-private hammer looking for nails. Some is a reason that most investors don’t want
companies should stay public. Other companies to go into a process where any number of
should go private to cut the public company the other constituents in a process—outside
costs and reduce the strain on management. shareholders, Board Members, proxy advisory
Having a strategy that allows us to look at each firms, etc.—can throw a monkey wrench into
situation case-by-case to determine the highest the deal. When you combine that with the legal
return investment is beneficial and may be a costs and the number of regulatory steps that
differentiator, primarily because certain private need to be taken, there is a risk of broken deals
equity firms may not be interested in keeping a and expenses that eat into the returns of the
company public. underlying investors.
• There are lots of good businesses in microcap • Hybrid strategies like the one we are running at
that trade at very reasonable valuations, Devonshire don’t fit in most allocator’s boxes. Is
partially because of the lack of liquidity and it private equity or public equity? It is both—and
partially because they are small companies that there are certain investors who won’t be com-
are perceived to be substandard. Being a liquid- fortable with that.
ity or a capital provider to those companies,
especially if we can cut some public company I would also be remiss if I didn’t share some content
costs in the process, presents Devonshire with from the Compounders podcast that references the
the opportunity to establish a large margin of setup when it comes to microcap companies in the
safety. US and Canada. I think my interviews with Adam
• When we talk to microcap company CEOs, even Wilk of Greystone and Mathieu Martin of Rivemont,
the successful ones worry that if they invest for example, provide a lot of context for why the
too much in their businesses that it impacts the opportunity to invest in microcaps is currently so
optical margins or their EBITDA/earnings, their compelling.
stock is going to be punished by the market.
The difference in timeframes between a compa- Thanks a lot for giving me the opportunity to discuss
ny-building CEO and the Wall Street community Devonshire’s approach to microcap. I can be reached
can be quite stark. As such, executives may be anytime at bclaremon@devonshirepartners.co.
loath to make the long-term investments they
need to pursue because of the public company Ben Claremon has worked in both private and public equity, with the major-
ity of his career spent as an analyst and portfolio manager at Cove Street
pressures. It stands to reason that if some of Capital, a long-only, public investing firm in Los Angeles. During his career,
these companies were relieved of that burden, Ben has developed an expertise in corporate governance, especially within
small and microcap companies.
growth and value creation may be able to
accelerate. Ben has worked with dozens of companies who remained perpetually
undervalued and unable to reach their potential due to the structural lack
of capital available to them. Ben joined Devonshire to make investments in
To summarize, if an investor is fishing in a neglected such businesses. He is responsible for identifying, analyzing, and executing
investments in both public and private markets.
pond that has quality, growing businesses that
trade at reasonable valuations, the opportunity for Ben obtained a B.S. in Economics from the Wharton School at the
sustainable outperformance exists, especially if the University of Pennsylvania and an MBA from the Anderson School of
Business at UCLA.
investor can improve upon the businesses post
transaction. On the flip side, there are a number of
things we are constantly being mindful of:
• Companies that want our capital might be the
worst candidates for our investment—and the
companies who we would love to own don’t
need our capital.
• Large shareholders might be selling not
Note: This article is not an attempt to provide investment advice. The content is purely the author’s personal opinions and should not be
considered advice of any kind. Investors are advised to conduct their own research or seek the advice of a registered investment professional.
Ben Claremon does not own any of the stocks mentioned in this article.
FEAT U RE
THE MCC
PROFITABLE INDEX
IN THIS Q&A WITH MICROCAPCLUB FOUNDER,
IAN CASSEL, WE SHOWCASE THE IMPORTANCE
AND WOULD LIKE TO INTRODUCE THE MCC
PROFITABLE INDEX TO OUR READERS
WHY DID YOU CREATE THE MCC PROFITABLE WHAT ARE THE CRITERIA FOR INCLUSION ON
INDEX (MCCPI)? THE MCCPI AND HOW OFTEN IS IT REBALANCED?
AND WHY DID YOU CHOOSE THE CRITERIA THAT
The iShares MicroCap Index (IWC) is filled with YOU DID? HOW ARE COMPANIES DECIDED TO BE
unprofitable story stocks, so the long-term histori- REMOVED?
cal performance is bad. It showcases the worst of
the microcap space. Many naysayers to microcap
investing love to point to this underperformance. I We wanted to keep the methodology simple. We
wanted to change this negative perception, so how screen constituents for trailing twelve-month prof-
do we do it? itability. We equal weight all the constituents and
rebalance every quarter. New companies enter
Here is a fact few people realize - 87% of all global every quarter that have become profitable TTM, and
equities that went up 1000% or more over the last companies get dropped that are no longer profit-
10 years were microcaps, and 82% of those were able TTM. In addition, we drop companies that rise
profitable. over $500 million market cap.
What if we created an index of profitable micro- We’d love for this column to be a regular occur-
caps? We feel our index is the most accurate rence, we’re almost at year-end, how has the MCCPI
reflection of the best of what microcap has to offer. performed thus far in 2024 and have you picked
It’s not only a unique tracking mechanism but also up on any interesting insights since you started the
a great idea generation tool for the MicroCapClub Index?
community.
THE MCCPI IS BEATING THE S&P AND NASDAQ
WHAT EXACTLY IS THE MCCPI? YTD IN 2024 WHICH IS EXTRAORDINARY
ACHIEVEMENT. A UNIQUE INSIGHT I’VE PICKED
Since MicroCapClub’s inception in 2011, our mem- UP ON SINCE WE LAUNCHED THE MCCPI IS THE
bers have profiled 1,200+ microcap companies. The INDEX PERFORMS WELL ON DOWN DAYS. WHEN
MCC Profitable Index (MCCPI) is an equal weight THE S&P AND/OR NASDAQ ARE DOWN 2-3% OVER
index of all global profitable companies (trailing A FEW DAYS/WEEK PERIOD THE MCCPI IS DOWN
twelve months aka TTM) profiled on MicroCap- LESS. SMALL PROFITABLE MICROCAPS ARE VERY
Club. We currently have 290 companies in the index,
RESILIENT.
so it’s a diversified global index of profitable micro-
cap companies.
The MCCPI factsheet YTD is on the following page
(as of December 16th, 2024):

Disclaimer: Note that all MicroCapClub indices should not be construed as investment advice or recommendations to buy or sell securities. All indices are meant
for tracking and idea generation purposes. Community members and subscribers may hold companies in the index and may buy and sell at any time. Past
performance is not an indicator of future results. Please visit our Terms of Use for a more complete disclaimer and discussion of the risks of investing.
Note: This article is not an attempt to provide investment advice. The content is purely the author’s personal opinions and should not be considered advice of
any kind. Investors are advised to conduct their own research or seek the advice of a registered investment professional.

TruGolf (Nasdaq: TRUG)
TruGolf
(NASDAQ: TRUG)
1. PLEASE START WITH AN OVERVIEW OF TRUGOLF. and are pleased to announce our third-quarter
results showing significant year-over-year growth
TruGolf has been making golf simulation solutions and a return to profitability. Moving forward the
for over 40 years starting with the Commodore 64, new franchise program already has 120 doors under
then PCs and even onto the Xbox. 20 years ago, we contract representing an additional growth driver
transitioned from mouse and keyboard golf to mod- as each door represents approximately $250,000
ern simulators and have been pioneering innovations worth of hardware and software purchases as they
in the industry ever since. Our latest innovations open over the next 3 to 5 years.
include an overhead launch monitor with onboard
artificial intelligence, voice control, stereoscopic 4. IS THE COMPANY’S GROWTH TIED TO THE
nine-axis spin and ball flight measurement, and even POPULARITY OF GOLF, ARCADES OR NEW
a laser beam. Not to mention our revolutionary new SOFTWARE?
software platform, known as APEX, with dynamic
cinematic quality graphics on thousands of courses Our growth can be pegged to all three, as not
in 4K quality, and integration to IBM Watsonx for only did participation in golf grow according to
automated commentary, and revolutionary training, the National Golf Foundation, but so did golf
bag mapping, and club fitting solutions to deliver on participation off courses and on simulators, so much
our mantra, “Golf, Easy.” so that now nearly 75% of Americans golf not on
green grass courses but favor the more controlled
2. HOW HAS THE TRUGOLF SIMULATOR ATTAINED environments that TruGolf offers. In addition, we
THE MARKET SHARE IT HAS? have seen a tremendous uptick in sales of our
popular companion product, Multisport Arcade, that
With a legacy like ours we have been fortunate to runs inside the simulator and provides people of all
grow through limited marketing and strong word-of- skills and ages the chance to have digital fun with
mouth. This growth has come both on the residen- 30 other arcade style games like football, hockey,
tial side as well as the commercial side as hundreds dodgeball with zombies, corn hole, foot golf, base-
of customers have installed 2 to 4 simulators to ball, basketball, and more.
create their own lifestyle business. This unique
approach inspired us to launch an all-new franchise 5. WHAT ARE YOUR CUSTOMER DEMOGRAPHICS
program to allow entrepreneurs to partner and FOR YOUR MULTISPORTARCADES, APOGEE
leverage all of the capabilities of TruGolf to hit the LAUNCH MONITORS, SIMULATORS AND YOUR
ground running and with the power of the TruGolf FACILITIES IN GENERAL?
brand, technology, and innovation ecosystem.
Our primary target market for APOGEE are diehard
3. WHAT GIVES TRUGOLF IT’S MARKET GROWTH? golf enthusiasts looking to shave 2-3 strokes of an
already impressive handicap by leveraging a mania-
We’ve invested heavily in both hardware and cal data and visualization approach to improving
software innovations during these last three years every aspect of their game from driving to putting,

while also enabling them to simulate any weather,
altitude, or variable on every golf course in the
world to prepare for their next big tournament or
vacation. Our secondary target audience are the
casual golfers looking to dial in those slices or get
an extra 50 yards out of their drives. We have built
in challenges to unlock rapid progression and even
video tutorials from some of the best PGA Pros in
the world. The last but most important audience
are the beginners or prospective beginners that just
don’t want to be embarrassed on the range or at
a Top Golf looking for a safe place to log their first
100 hours of golf or have some fun and then dip
their toes into golf while they’re at it.
6. WHAT’S MANAGEMENT’S VIEW OF THE

COMPANY’S FUTURE? Watsonx AI commentary, and our global expansion
efforts. The sport is growing, simulation of the sport
We couldn’t be happier with the momentum is growing even faster, and as a direct result the
we’ve seen with APOGEE, APEX, our TruGolf opportunities for growth and AI powered innovation
Links Franchise program, our partnership with IBM have never been better for TruGolf.
DISCLAIMER AND FORWARD-LOOKING STATEMENTS NOTICE: This article is provided as a service of SNN Inc. or an affiliate thereof (collectively “SNN”), and all information
presented is for commercial and informational purposes only, is not investment advice, and should not be relied upon for any investment decisions. We are not recommending
any securities, nor is this an offer or sale of any security. Neither SNN nor its representatives are licensed brokers, broker-dealers, market makers, investment bankers, investment
advisers, analysts, or underwriters registered with the Securities and Exchange Commission (“SEC”) or with any state securities regulatory authority.
SNN provides no assurances as to the accuracy or completeness of the information presented, including information regarding any specific company’s plans, or its ability to
effectuate any plan, and possess no actual knowledge of any specific company’s operations, capabilities, intent, resources, or experience. Any opinions expressed in this article
are solely attributed to each individual asserting the same and do not reflect the opinion of SNN.
Information contained in this presentation may contain “forward-looking statements” as defined under Section 27A of the Securities Act of 1933 and Section 21B of the
Securities Exchange Act of 1934. Forward-looking statements are based upon expectations, estimates, and projections at the time the statements are made and involve risks and
uncertainties that could cause actual events to differ materially from those anticipated. Therefore, readers are cautioned against placing any undue reliance upon any forward-
looking statement that may be found in this article.
The company profiled has paid consideration to SNN or its affiliates for this article. SNN does not engage in providing advice, making recommendations, issuing reports, or
furnishing analyses on any of the companies, securities, strategies, or information presented in this article. SNN recommends you consult a licensed investment adviser, broker, or
legal counsel before purchasing or selling any securities referenced in this article. Furthermore, it is encouraged that you invest carefully and consult investment related informa-
tion available on the websites of the SEC at http://www.sec.gov and the Financial Industry Regulatory Authority (FINRA) at http://finra.org.

We are a Golf Technology Company Comitted to Making Golf,
Easy.
Easy to Play, Improve, and Enjoy. Learn More
. Play Bucket-List Courses.

. Improve with Measured Club and Ball Analysis.
. Enjoy the Best in Launch Monitor Technology. TruGolf.com

DE L I S T E D S ERI ES
WHY THE NEED TO TALK

ABOUT DELISTING?
Shelly Kraft
W
hen we invest in exchange rules for stock price
microcap stocks seeing requirements is actionable by
a stock position drop investors if we pay attention to any
in price is somewhat inevitable. and all warning signs.
In most cases, stocks listed on
Nasdaq or NYSE-ASE, when certain The rules continue to change as
price watermarks and thresholds exchanges move to raise their
are reached, we could be in danger standards to avoid “reputational
of losing our entire investments risk” to their established franchises.
due to delisting and further price As investors we’ve been trained
drops, not to mention any earlier to feel somewhat comfortable
selling pressure from shorts. Issuers and self-assured that being listed
receive warnings of delisting with- on an exchange was better, safer,
out a price correction and many beneficial, more widely held etc. It
issuers resort to reverse splitting to can all go out the window due to a
maintain listings, this process is an Shelly Kraft bad quarter, failed financing, poor
immediate fix although it reduces management decisions, bad plan-
our position significantly and provides further value ning, bearish market conditions, and poor company
erosion to shareholders. We must also be cognizant oversight of shareholder interests and as well as
of future damage to our positions from investor many more possibilities.
negative sentiment and sell-offs by institutions
unable to hold positions once the Issuer has been Companies timely reporting of financials can provide
delisted by an exchange. detailed indications of the future and need to be
read, understood, and acted upon far more than
Furthermore, as investors we will witness posi- paying attention to all the gibberish usually con-
tive management opinions and pertinent facts in tained in the self-promoting press releases, social
explanatory press releases, letters to shareholders, media and appearances. Investors should search for
promises of stabilizing events for its shareholder good situations, avoid scams, act on danger signs
base. However, many times all the best intended such as sudden changes in down volume and as
means taken by management still leaves us under- soon as your suspicions are alerted be ready to take
water asking ourselves; Why didn’t I sell sooner? actions.
What warning signs were missed? Did I over believe
and over trust management? Was I duped? How In this article the following expert opinions are a
could I have avoided this disaster to my portfolio? combination of the effect of delisting on companies
Besides admitting my errors how can I prevent this and stockholders. Please find worthwhile opinions of
from repeating itself? legal, accounting, insurance, transfer agents, inves-
tor relations, public relations and a market maker
We are reminded by the smartest microcap inves- and details of what happens to our stocks once
tors that not every trade is a winner but getting delisted.
blown out by underperforming stocks due to

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DELISTED NOW WHAT?

Lynne Bolduc Esq. - Legal, FitzGerald Kreditor Bolduc Risbrough LLP
A. COMPANY DELISTING 4. Returning to Compliance: . A

PROCESS company warned about its shares
minimum bid price must achieve a
1. Deficiency Notice: The delisting closing price of $1 or more for ten
process is set in motion when consecutive trading days during
a company’s stock trades for this period.
30 consecutive business days
below the minimum closing bid 5. Delisting Notice: If a company
price requirement ($1.00) or less fails to comply with the minimum
than the required market value. requirements during the first grace
NOTE: Reporting Requirement: period or any second grace period,
Any Nasdaq company receiving a Nasdaq will issue a delisting letter
deficiency notice has four business to the company. NOTE: As with
days to file an 8-K form with the the deficiency notice, the company
SEC. must notify the investing public
Lynne Bolduc Esq. of the delisting letter within four
2. First Grace Period: A company business days, by filing an 8-K with
that receives a deficiency notice for failing to main- the SEC.
tain this minimum bid price is automatically granted
a 180-day period to regain compliance, regardless of 6. Appeal Process: Once a company receives a
the Nasdaq market on which they are listed. Nasdaq delisting letter, it has seven days to formally
request a hearing. This request effectively halts the
3. Second Grace Period: If the company does not delisting process until the panel renders a decision.
regain compliance during the 180-day period, the At the hearing, the company must present a detailed
company may be eligible for an additional 180 plan to regain and maintain listing compliance. The
calendar days to regain compliance, provided that panel may consider the company’s financial strength,
the company (i) meets the continued listing require- general market overview and historical pricing. If
ment for market value of publicly held shares and Nasdaq rules in favor of delisting, the company
all other listing standards; and (ii) provides written has 15 more days to further appeal to Nasdaq or in
notice of its intention to cure this deficiency during federal court
the second compliance period by effecting a reverse
stock split, if necessary. If the company meets these IMPORTANT NOTE: New proposed rule: Nasdaq
requirements, Nasdaq will inform the company has proposed an amended to the rules above such
that it has been granted an additional 180 calendar that a request for a hearing of the delisting determi-
days to regain compliance. NOTE: However, if it nation would not stay the suspension of the shares
appears to the Listing Qualifications Staff that the from trading if a company is afforded the second
company will not be able to cure the deficiency, or 180-day compliance period but fails to regain compli-
if the company is otherwise not eligible, Nasdaq will ance with that period. Thus, a company’s shares
provide notice that the company’s securities will be would automatically be suspended from trading dur-
subject to delisting. ing the hearings panel’s review. The hearings panel

then it will not be eligible for any compliance period
The current prevailing but will be subject to immediate delisting.
practice, if a company fails
3. Shareholder Approval Needed: Stock splits require
to comply with the Minimum shareholder approval in most states because most
corporate state laws require an amendment to the
Bid Price Requirement, is articles of incorporation to effect a stock split. One
to conduct a reverse stock notable and relevant exemption is Nevada which
allows director approval only for a stock split with a
split, which combines multiple corresponding increase or decrease to the number
of authorized shares of that class. If the company
outstanding shares into one can obtain shareholder approval by written consent,
share, thus increasing the price that can be processed on an Information Statement
on Schedule 14C which can take approximately 30
of the combined share, to days. However, if the company needs to hold a
shareholder meeting pursuant to a Proxy Statement
achieve compliance with the on Schedule 14F and solicit proxies to obtain share-
requirement. holder consent for the reverse stock split, that can
take several months.
IMPORTANT NOTE: New proposed rule: Nasdaq

has proposed an amendment to the rules above
to add an additional restriction that if a company’s
would continue to have the discretion to provide an shares fail to meet the Minimum Bid Price Require-
exception for up to 180 days from the termination ment and the company has effected a reverse stock
of the second 180-day compliance period. If a split during the prior one-year period, then the
company’s shares are suspended, the shares may company would not be eligible for the automatic
be traded in the over-the-counter market while the 180-day compliance period (the First Grace Period)
company’s appeal is pending. This rule amendment and would be subject to immediate delisting. A com-
become effective October 7, 2024, unless the SEC pany would still be permitted to appeal the delisting
seeks additional time to approve or reject Nasdaq’s determination to the Nasdaq hearings panel, where
proposal. it could potentially receive up to 180 days to regain
compliance. This rule amendment become effective
B. REVERSE STOCK SPLIT October 7, 2024, unless the SEC seeks additional
time to approve or reject Nasdaq’s proposal.
1. Prevailing Practice: The current prevailing practice,
LBolduc@FKBRLegal.com
if a company fails to comply with the Minimum Bid
949-788-8900
Price Requirement, is to conduct a reverse stock www.FKBRLegal.com
split, which combines multiple outstanding shares www.linkedin.com/in/lynnebolduc1/
into one share, thus increasing the price of the Lynne Bolduc is a partner at FitzGerald Kreditor Bolduc Risbrough LLP,
combined share, to achieve compliance with the with offices in Los Angeles and Orange County, California. Lynne got
her start in the financing world over 30 years ago as in-house legal and
requirement. compliance at investment banks where she learned from the inside what
bankers and investors want to see in a company and how to structure
deals that sell. Lynne now runs her law firm’s corporate and securities
2. Nasdaq Requirements: To prevent the excessive department where she specializes in making financing transactions as
use of reverse stock splits, the current Nasdaq rules simple as possible. She represents start-ups through public companies in
already set some restrictions, including that (1) a all stages of their growth and development, including private placements,
IPOs and follow on public offerings, and SEC reporting. Lynne also acts as
company must make a public disclosure about a an expert witness in corporate and securities cases and sits on the boards
reverse stock split in advance and (2) if a company’s of directors of private and public companies.
shares fail to meet the Minimum Bid Price Require-

ment and the company has effected one or more
reverse stock splits over the prior two-year period
with a cumulative ratio of 250 shares or more to one,

THE DREADED
DELISTING NOTICE
A VIEW FROM THE INVESTOR RELATIONS OFFICE
Scott Gordon – Investor Relations, CORE IR
T
here are many activities vary by exchange but include
emanating from the Investor minimum bid price, average market
Relations Office of a nation- cap, stockholders’ equity, failure
ally listed publicly traded company to timely file SEC filings, number
that are gratifying. Shareholder of public shareholders, financial
interaction, research analysis, performance, among others.
analyst updates, management
team and board reporting, produc- The NYSE and NASDAQ provide for
ing diverse and impactful forms conditions with which a deficient
of communications such as press company may regain compliance
releases and filing disclosures, with the continued listing standards,
preparing for quarterly and annual offering a 180-day reprieve from
earnings calls and so much more. any further action provided that the
But, among the most arduous of Company submits and they ap-
challenges to cross an Investor prove a plan to cure the deficiency.
Relations Officer’s (IRO) desk is a Scott Gordon If a Company fails to meet the cri-
NASDAQ or NYSE continued listing teria for curing the deficiency, this
standard deficiency notice and a resulting delisting will result in a delisting determination. Companies
determination. The far-reaching implications of such may appeal that determination and, in many cases,
developments reverberate throughout an orga- file an amended plan, which if approved, provides for
nization, both internally and externally and often an additional 180 days to cure the deficiency. Short
provoke deep confusion among staff, shareholders of that being accepted, and failing an appeal, the
and the broader stakeholders that influence a public company will be delisted from the exchange.
company’s strategies, operations and outcomes.
How does the IR Office address these and fulfill its When a company is delisted from a national
mandate? Let’s take a closer look and clear up some exchange they typically remain publicly traded on
misnomers and confusion about this often-daunting the Over-The-Counter (OTC) marketplace, which
circumstance. has a tiered system of listings, from the Pink Sheets
to the OTC QB and QX. Where a company ends up
When nationally listed publicly traded companies depends on what efforts they undertake to have
fail to maintain their exchange’s continued listing their shares listed for trading under which tier. The
standards they are notified of the deficiency by pink sheets tier is the lowest reporting threshold
letter from the exchange. They are mandated to for a company and the least liquid in terms of bid/
publicly disclose the receipt of such letter and the ask spread and trading. While the other tiers offer
reasons detailing the deficiency. Those reasons some advantage in improved trading, the OTC itself

presents significant barriers to funds and investment While the exchanges are
firms that may be prohibited from trading OTC
shares based on their investment charters or policies. reasonable in their estimation
It also presents challenges for companies in their
capital formation and fund-raising activities as there and approval of remediation
are fewer participants willing to bank companies plans, they are also staunchly
who are OTC listed.
unforgiving in the face of failure
So, what does all of this mean for the Public Com-
pany and the IR Office? How do they navigate the to execute on those plans.
complexities of non-compliance with continued list-
ing standards while preserving their most important
asset – their credibility. Investor Relations succeeds
most effectively when management demonstrates
execution – execution on their established and listing standards highlights managements adeptness,
public facing growth strategies and business models. rewards investors with improved transparency, and
But it is also demonstration of execution during the keeps everyone on the same side of expectations,
crises of successfully navigating the rough waters even if those expectations translate into a delisting.
of a deficiency notice and an ensuing delisting
determination. Delisting in and of itself is not a death knell for
companies; far from it. It is a factor of life as a public
While the exchanges are reasonable in their estima- entity that can happen. The ensuing IR strategy,
tion and approval of remediation plans, they are the effectiveness of a well architected approach to
also staunchly unforgiving in the face of failure to keeping investors informed, will aide management
execute on those plans. That does not mean that in the process to regain compliance and relisting.
companies are without options, and a solid IR and Ultimately, management’s approach to overcoming
business continuity framework go a long way to these challenges hinges upon many factors related
aiding companies in their plight to work through their to their capital markets strategies and the integra-
listing qualifications challenges and come out the tion of myriad forces that combine to establish a
other side stronger, more cogent, less uncertain. company’s viability as a public entity. One of those
factors very well in managements control is how
Uncertainty is the bane of shareholders, analysts they utilize Investor Relations to effectively maintain
and organization stakeholders. It is incumbent a connection to their public entity lifeblood – their
on the IR function to ensure that the company stakeholders.
communicates with the utmost transparency in
order to promote clarity on where they are within Scott Gordon, is President and Co-Founder, of CORE IR, a boutique investor
and public relations agency founded in 2009, which provides Investor
the processes of remediating a continued listing Relations, Capital Markets Advisory, Corporate Communications and Public
deficiency. That communication always starts with a Relations services for small to mid-sized companies. Scott leads client
communications strategy development and implementation across client
choice of whether to simply 8k a deficiency notice engagements within life sciences, tech, and a broad array of sectors. Scott
or to issue a press release that conveys the details. is a 15 year IR and PR professional with a deep background in investment
management and communications.
There is no one size fits all approach to the answer
to that question; it depends upon the communica-
tion style a company has. As time progresses,
investors and stakeholder will expect updates on
how the company is progressing in its efforts to
regain compliance, and the companies that do this
part well, are rewarded with shareholder apprecia-
tion and improved investor relations. Companies
that do not do this well turn loyal shareholders into
frustrated ones and that in turns hurts credibility.
An intentional, well communicated and executed
approach to remediating deficiencies with continued

DELISTED TO OTC
Eric Flesche – Market Maker, Glendale Securities Inc.
Glendale Securities is a member of NASDAQ, CBOE, NYSE Arca. We can trade on OTC
Markets OTC Link platform for OTCQB, OTCQX, and Pink Sheets.
Why was the issuer delisted? If trades occurred on the day

before delisting, then proprietary
Issuer failed to report to the SEC quotations can be resumed on the
and is still failing to report? OTC as long as an IQDS certifies
the issuer as having the current in-
Issuer failed to report does formation required by Rule 15c2-11.
not want to report to the SEC When you are delisted, or believe
anymore? you will be delisted soon, you
must act fast and obtain a market
Issuer invited to leave the maker that will resume proprietary
exchange because was a public quotations the day after delisting.
nuisance in general? If at least one market maker does
not submit a proprietary quotation
Issuer delisted more than one day by the end of the trading day after
ago for any other reason and is delisting, a new Form 211 will be
Eric Flesche
now quoted unsolicited or not required, regardless of whether
quoted at all? the security traded the trading day
before delisting.
I
f the answer is yes to any of the above questions, a
new Form 211 filing with FINRA is required. Contact Already delisted, missed the exemption, already
a market maker for more information. trading unquoted or unsolicited on the OTC, and
have determined that a Form 211 filing with FINRA
Exchange related minimum price, minimum equity, is needed?
or possibly other exchange standard not listed
above and it is less than one day since delisting? Only market makers and an IQDS can file a Form
211 with FINRA. Both market makers and IQDS file
You may have a chance to maintain quotations the same Form 211 with FINRA, but the process is
without interruption, but time is of the essence to different. Market makers must submit the Form 211
qualify! with FINRA and obtain clearance for the quotation
from FINRA prior to the resumption of proprietary
SEC Rule 15c2-11 has an exception available for quotations. FINRA will often ask the market maker a
“The publication or submission of a quotation for a series of questions regarding the issuer and require
security that is admitted to trading on a national the market maker to provide responses to the
securities exchange and that is traded on such an questions. This process could take weeks or months
exchange on the same day as, or on the business depending upon the complexity of the issuer. In
day next preceding, the day the quotation is pub- contrast, when an IQDS files Form 211 with FINRA,
lished or submitted.” 240.15c2-11(f)(1) FINRA does not review the Form 211 prior to the
resumption of proprietary quotations. However, a

market maker must still submit a proprietary quote It is important that you reach
within 3 days of the IQDS submitting the Form 211 to
FINRA. It is important that you reach out to a market out to a market maker to
maker to confirm that you will have the first propri-
etary quotation necessary to fulfill the requirement confirm that you will have the
because the IQDS will often reach out to the market first proprietary quotation
maker to confirm the requirement will be met when
the IQDS files the Form 211 with FINRA. necessary to fulfill the
From the issuer’s point of view, the total time to the requirement because the IQDS
resumption of proprietary quotations may appear
shorter when an IQDS files a Form 211 with FINRA.
will often reach out to the
Unfortunately, an IQDS may be reluctant to file market maker to confirm the
for certain issuers in general or due to regulatory
concerns, may just prefer an issuer to go through requirement will be met when
the standard review that FINRA will conduct when a
market maker files Form 211. In some circumstances,
the IQDS files the Form 211 with
a market maker filing Form 211 with FINRA may just FINRA.
provide overall certainty to issuers on the timeline
for the resumption of proprietary quotations.
Glendale Securities is a member of NASDAQ, CBOE,

NYSE Arca. We can trade on OTC Markets OTC Our staff has decades of experience with these
Link platform for OTCQB, OTCQX, and Pink Sheets. markets.

WHAT HAPPENS
WHEN A COMPANY IS
DELISTED?
Erik Nelson – Filings, Coral Capital LLC
A
recent topic of conversation only allowed to submit quotes
has been the number of reflecting actual client orders. This
companies listed on the results in an extremely volatile
NASDAQ stock exchange with a stock price; or worse yet no Bid or
share price less than $1.00/share. Ask price being quoted. In addition
You might ask why this is significant to the “unsolicited quotes” only
or important? The answer is fairly designation, there are several other
simple, yet it has very significant negatives from being downgraded
ramifications for these companies. to the OTC market.
The NASDAQ stock exchange has One of the most obvious, and not
a minimum bid price rule of $1.00/ well understood items, is that a
share. If a Company’s shares have large number of brokerage firms
their Bid price close below $1.00/ will restrict the trading in shares
share for 30 consecutive days, quoted on the OTC market. Basi-
NASDAQ will issue a delisting Erik Nelson cally, they deem these companies
notice. This delisting notice must to be higher risk and not suitable
be disclosed to the public via. a Form 8-K filing with for large numbers of their clients. Compared to
the Securities and Exchange Commission (“SEC”). trading on a national exchange, this will reduce the
Once a delisting notice is issued to a company, it visibility and liquidity for these companies’ shares.
typically has 180 days to regain compliance. This This can ultimately lead to a lower share price and
is accomplished by having its Bid price close above valuation.
$1.00/share for 10 consecutive trading days. How-
ever, if the company is unable to accomplish this, When the shares of a company are delisted and
then its shares will be delisted from the exchange. begin trading on the OTC market they are no
This is something the management of any company longer subject to the Rules set by the NASDAQ
will want to avoid. stock exchange. They become subject to FINRA’s
rules and regulations. This is a completely different
If the shares of a company are delisted from an process than dealing with a national stock exchange
exchange, they will typically start trading on the such as NASDAQ. The FINRA corporate action
Over the Counter (“OTC”) market. Once the Com- review process can easily take six months or more
pany’s shares begin trading on the OTC market, they to review and approve a simple corporate action
will be designated as eligible for “unsolicited quotes” such as a name change or reverse stock split.
only. This designation restricts market makers from
being able to submit proprietary quotes. They are Additionally, companies whose shares trade on the

OTC market have a far greater degree of difficulty as “Proprietary Quote Eligible”. This designation
raising capital than those whose shares trade on a allows market makers to submit their own quotes.
national stock exchange, such as NASDAQ. This is Over time this will result in a more stable stock price
due to the fact that there are a variety of state and that allows volume to grow and the development of
federal rules that effectively deem securities traded an active trading market to occur.
on the OTC to be riskier than those traded on a
stock exchange. Companies whose share price is near or below the
$1.00/shar threshold need to be aware of the risk of
Obviously, a company will want to do everything it being delisted. It is important to understand there
can to avoid being delisted. However, in the real are steps that can be taken to reduce this risk, and
world, things do not always go as planned. If a to mitigate the damage to the Company if a delisting
company finds that it is going to be delisted, or has occurs. Once a delisting occurs, it is important to
been delisted, then it will need to take action to understand what needs to be accomplished in order
mitigate the damage caused by being delisted. to regain an exchange listing. Through out this
process, stay in contact with your advisors. They
The most important of these items is to have a can be a valuable resource during this process.
15c2-11 disclosure package submitted on its behalf.
Erik Nelson is the President of Coral Capital Advisors, LLC. www.
A 15c2-11 disclosure package is a collection of docu-
coralcapital.com, an independent consulting and advisory firm focused on
ments and other information necessary to satisfy the companies and participants in the lower and middle markets. Coral Capital
requirement of the SEC rule from which it takes its Advisors specializes in DTC Eligibility services, due diligence, and corporate
restructurings. Coral Capital Advisors. provides services to Investment
name. We can help with that process. Our team has Banks, Private Equity Funds, investors, and both privately held and publicly
20+ years of experience in preparing 15c2-11 disclo- traded companies, as well as various stakeholders in those organizations.
Additionally, Mr. Nelson is also the President of Mountain Share Transfer,
sure packages. Once the 15c2-11 disclosure package www.mountainsharetransfer.com, an SEC registered transfer agent. Please
has been approved, the company will be designated feel free to contact Mr. Nelson via. office telephone # (404)-816-9220.

DELISTED ACCOUNTING
Brian Zucker CPA, RRBB Advisors, LLC
I
f a company has failed to meet instruments measured at fair
the conditions that triggered a value, such as options, warrants,
deficiency notice resulting in the or derivatives, valuation of these
company’s shares being delisted, instruments becomes more com-
the company shall understand plex, requiring specialists. Pricing
the effects on financial reporting, models typically rely on stock
issued financial instruments, and prices, which can become costly
the impact on future audits. and time-consuming post-delisting
and deregistration.
REPORTING REQUIREMENTS
Delisting due to deficiency notices
A company that has been delisted are indicators of financial difficulties,
can choose to remain registered thus indicating that the company’s
with the SEC and be listed on the assets, including intangibles, and
over-the-counter (OTC) markets. goodwill may be impaired. This
Brian Zucker CPA
If the company is still registered process involves reassessing the
with the SEC they must continue value of goodwill and other assets
to file periodic reports such as quarterly and annual based on the new status and outlook. This process
statements. They must continue to adhere to filing can take significant time to complete and should not
deadlines, financial statement disclosures, and be an afterthought, as it can lead to missing filing
accounting standards similar to those required for deadlines.
listed companies. Additionally, delisted companies
are required to disclose any significant business or AUDITOR IMPACT
operational changes that could materially affect the
company’s finances. Keep your auditors informed of the company’s deci-
sion on how to move forward. Auditors may maintain
Alternatively, companies that have been delisted a low-risk client profile that does not allow for the
may choose to deregister their securities with the acceptance and continuation of companies listed on
SEC to suspend or end their reporting obligations. the OTC. A new auditor may need to be engaged in
order to adhere to SEC registration requirements.
REVIEW OF FINANCIAL INSTRUMENTS
Managing Member at RRBB Advisors, LLC
Chair of the CFO and SEC Reporting Outsourcing Department
Management should review any shareholder agree- Partner at Rosenberg Rich Baker Berman, P.A.
ments and the terms of any outstanding financial
As Chair of the firm’s CFO Outsourcing Department, Brian serves as CFO
instruments as soon as a company receives a defi- and Financial Operations Principal (FINOP) for numerous broker-dealers,
ciency notice or delisting becomes imminent. Certain public companies, private equity and hedge funds. He has over thirty years
experience as a CPA, CFO, auditor, writer, director and speaker special-
debt instruments might include covenants requiring izing in the securities industry.
the company to maintain a listing, and failing to do
rrbb.com
so could result in an event of default. For financial

HEALING
BROKEN HEARTS
IN ISRAEL AND
AROUND THE
WORLD
7000+
CHILDREN SAVED
150+
MEDICAL TRAINEES
70+
COUNTRIES SERVED
Save a Child’s Heart has been dedicated to saving lives

and repairing broken hearts for nearly 30 years.
During this ongoing war, Save a Child's Heart will treat
Israeli casualties and patients and support the
emergency, wartime needs of the Wolfson Medical Center
while continuing our lifesaving work of treating children
with congenital heart disease around the globe.
CONTINUING GLOBAL CARE FOR CHILDREN

We are committed to being a beacon of hope for
communities that have nowhere else to turn, which
means flying children to Israel for critical care even
during an ongoing war, continuing missions abroad, and
training medical professionals. Since October 7, 2023, we
have treated over 200 children. Our Children’s Home is at
full capacity with nearly 35 children, primarily from Africa,
at any given time.
SUPPORTING URGENT NEEDS OF ISRAELI CHILDREN’S

HOSPITAL
We built a hospital to support Israel and grow our impact
of saving little hearts from around the world. We always
knew it but this past year has highlighted that Israel is in
even more need of a pediatric ER in the center of the
country. Wolfson and the SACH Children’s Hospital are
fulfilling this need by building a state-of-the-art facility
within our building. This development will provide
essential emergency care to children from some of
Israel’s most economically and socially diverse
communities.
www.PlanetMicroCap.com saveachildsheart.org
Planet MicroCap Review 33
HOW DOES DELISTING

AFFECT INSURANCE?
Jason Bishara – Insurance, NSI Insurance Group LLC
T
he process of delisting a • Review of Coverage Limits: Ensur-
company significantly alters ing that the policy limits are sufficient
the risk landscape for its to cover potential claims, which can
directors and officers (D&Os), even be costly in the event of litigation.
though it does not trigger the • Policy Structure Adjustments:
Transaction Clause of a Directors D&Os should consider whether their
and Officers (D&O) insurance policy. current policy structure adequately
Coverage remains intact through- addresses the heightened risks
out the policy term, but the chang- associated with a delisted company.
ing circumstances necessitate a This includes evaluating the need for
thorough review of coverage limits Excess Side A Difference in Condi-
and policy structures to ensure tions (DIC) insurance, which can
adequate protection for the D&Os. provide additional protection when
the company cannot indemnify its
IMPACT OF DELISTING ON RISK Jason Bishara directors and officers.
PROFILE • Communication with Underwrit-
ers: Keeping underwriters informed about the
When a company undergoes delisting, it faces several company’s changing circumstances is essential for
challenges: managing renewals and ensuring that coverage
remains appropriate as risks evolve.
• Capital Raising Difficulties: Delisting typically
leads to increased illiquidity, making it harder for CONCLUSION
the company to raise capital. This can reduce
investor confidence and market valuation. The delisting of a company marks a critical juncture
• Shareholder Trading Issues: Shareholders may that requires proactive measures from its D&Os
find it more challenging to trade their shares, regarding their insurance coverage. By reviewing and
potentially leading to dissatisfaction and claims potentially modifying their D&O insurance program
against the D&Os. at this time, they can better safeguard their personal
• Increased Litigation Risk: The changing trading assets against the increased risks of litigation and
environment can encourage class action lawsuits financial liability.
and derivative claims, alleging breaches of fidu-
ciary duties by the D&Os. Given the company’s Jason Bishara is a seasoned professional in the financial services sector,
particularly known for his expertise in insurance and risk management. He
likely reduced capital and inability to indemnify currently serves as the Financial Practice Leader at NSI Insurance Group, a
its executives, the financial stakes for the D&Os role he assumed following the acquisition of his previous company, JAISIN
Insurance Solutions, in October 2023. With over 25 years of experience,
become significantly higher. Bishara specializes in management liability products, focusing on protecting
the personal assets of directors and officers in publicly traded companies
through tailored insurance solutions, including Directors and Officers (D&O)
NECESSITY FOR COVERAGE REVIEW insurance, cyber liability, and employment practices liability insurance (EPLI)
.Before joining NSI Insurance Group, Bishara founded and led JAISIN Insur-
ance Solutions, where he provided outsourced risk management solutions to
In light of these risks, it is critical for D&Os to reassess public companies and nonprofit organizations. His client-centric approach
their insurance program immediately upon delisting. and extensive knowledge of capital markets enable him to navigate
Key considerations include: complex financial landscapes effectively, ensuring that clients receive
comprehensive and customized insurance solutions .

DELISTED OR
ABOUT TO BE?
Roger Pondel, CEO, PondelWilkinson Inc. – Public Relations
W
hen a publicly traded Additionally, companies should
company is delisted from focus on the practicality of direct
Nasdaq or the New York stakeholder engagement. Hosting
Stock Exchange, it enters a critical meetings, webinars, or conference
phase that demands an immediate, calls can facilitate open dialogue
strategic response beyond a bare- with shareholders, for example, al-
bones required public disclosure lowing them to voice concerns and
and merely addressing the underly- receive direct responses. The same
ing issue that led to the delisting. holds true of customers and em-
ployees, allaying fears of job losses
Thoughtful damage control and of customers who may rely
through effective, transparent upon critical products or services.
and immediate communication is Demonstrating responsiveness can
paramount to mitigate reputation help manage uncertainties about
loss and restore the confidence the company’s future.
of all stakeholders— shareholders, Roger Pondel
employees, customers and suppliers. Implementing and subsequently communicating a
comprehensive turnaround strategy is essential. This
First step is to swiftly communicate as widely as might involve seeking financing options to stabilize
possible, through the media for full disclosure and the business, focusing on operational efficiencies,
to be in compliance with Reg FD, as well as through possible changes in senior management, and rede-
social media. Secondarily, consideration should be fining corporate governance. The leadership team
given to direct, one-on-one communications to key should also actively work on rebuilding relationships
constituents via email. with investors and analysts to instill or regain cred-
ibility.
Transparency is vital. The delisted company should
provide a clear explanation of the circumstances The delisted company should explore re-listing
surrounding the delisting, outlining both the immedi- opportunities, wither by remedying deficiencies or
ate effects on operations, along with the long-term even possibly listing on a different exchange, or via
strategy for recovery. A message that conveys a new financial vehicle. Such an approach demon-
accountability will foster trust. Being forthright strates resilience and also provides shareholders
in acknowledging the challenges and detailing a with a glimmer of hope for recovery.
specific plan to address them sends the message
that the company is proactive and committed to Companies usually know ahead of time if they face
overcoming its difficulties. a delisting. With Nasdaq, for example, they are

Roger S. Pondel
typically given 45 days from the time of notice to CEO, PondelWilkinson Inc.
develop a plan to regain compliance, with a total of
Roger S. Pondel, CEO of PondelWilkinson Inc., has been the architect
180 days to implement that plan. During that period, of communications programs involving corporate transformations and
with valuation usually waning, it is prudent to pri- restructurings, mergers and acquisitions, crises and complex shareholder
oritize transparent communication as the company matters, as well as serving as on day-to-day investor relations and
strategic public relations counsel.
remedies whatever the reasons were for delisting in
the first place. Heading the firm for more than three decades, Pondel previously was
investor and public relations director of several middle market corpora-
tions. He also was a reporter with the San Jose Mercury News.
Robust engagement with all stakeholders and clearly
He is a member of the CFA Institute, the National Investor Relations
articulating the strategic recovery plan, with a focus Institute and the Public Relations Society of America and served on the
on long-term re-listing options, will help to effectively national board of the Association for Corporate Growth.
navigate what always is a challenging period. Pondel earned a bachelor’s degree from the School of Journalism and
Communications, California State University, San Jose. He is a frequent
guest speaker on investor relations and corporate communications issues.
rpondel@pondel.com
310-279-5965

BQE Water (TSX-V: BQE)
Q&A WITH BQE WATER

(TSX-V: BQE)
Water. Environment. Social accept- need to adjust to it as well; while

ability. Green Economy. the water treatment plant may be
only an extremely small percentage
L
ike ‘synergy’ in the 90s and of the mines capital costs, it is often
ESG today, these are all the key to whether the project will
fashionable buzzwords used proceed or not.
extensively to attract attention. It
is not easy for investors to sort Our commercialized IP is in areas
out the companies that actually do like – Selenium and Sulphate
those things, much less the ones removal, Cyanide recycling and/
that are doing them well, and most or destruction, as well as Metals
importantly, have proven ways Recovery. Our IP allows us to reach
to monetize those phrases with effluent water quality that avoids
substantial growth potential. reliance on dilution while producing
byproducts for re-use instead
David Kratochvil, President & CEO at
THE BQE WATER STORY. of toxic waste. On our website,
BQE Water
you will see many awards we have
BQE Water is a water treatment company that won for our innovation, sustainability, and business
provides innovative wastewater treatment solutions growth. This is reflected in our proven track record,
to the global mining industry. We are focused on with 30 plants built worldwide (and more in the
gaining operations contracts with recurring revenue pipeline), cash in the bank, technology proven and
by reducing water treatment life cycle costs, while implemented at commercial scale, senior manage-
also reducing long-term risks and liabilities for all ment with a proven history in the execution of
parties with a vested interest in any mining project. strategy and experience working with some of the
This includes educating and partnering with inge- biggest names in the mining sector, revenue $22M +,
nious groups when their nation’s land is being used net income of $2.6M and Adjusted EBITDA of $4.6M.
or impacted by a mining project.
HAS 2024 PANNED OUT AS EXPECTED?
BQE has built a substantial IP portfolio of processes
that are needed by the miners to get through 2024 has been a year of handling growth. At
permitting most effectively and expediently. All of the end of 2023, many larger technical services
our IP is built on both current regulations and its contracts occurred, and we could see our path
anticipated future direction. Of course, BQE can ahead included needing new roles in the company
do the vanilla processes most companies use in to prepare for the escalation in projects advancing,
this sector, but this area is becoming more compli- both within the business development pipeline and
cated daily, and vanilla-type applications are often those projects currently in process. We know and
insufficient for the changing regulatory landscape. accept our business is still going to be lumpy for
Regulators are setting higher standards, and miners a while, with unpredictable starts in our technical

services and seasonal operations heavily impacting What I will say is, in all of the dollars you see grow-
our first and second quarters. We have confidence ing in recurring revenues today, every single one of
this will smooth out as the recurring revenue grows those projects started as one of these lower value
in areas not impacted by temperature and climate. contracts in site evaluations & assessments.
It is understood that when looked at through the ARE THERE TAILWINDS FOR THE COMPANY?
lens of simple financial metrics, these first two quar-
ters do not show a happy upward line for investors, In spending 30+ years in the investment world, I
so it should be asked, why were technical services always looked for products or services people need;
weaker? This is a great example of why we always the simple “want to have” or “would be nice to have”
ask investors to look at our growth over years, rather never excited me. Happily, the tailwinds for BQE
than quarters. Internally we can see lots of things Water are what might be called a perfect storm. One
happening, with lots of exciting projects in early might look at BQE and say “clean water”, and that’s
stages, but the first two quarters had a preponder- something that makes sense for the future. But the
ance of early-stage lower contract value in technical future is now. Regulations are getting tougher, gov-
services. For us inside BQE, it looks great, but of ernments are getting smarter, enforcement exists
course, it is hard for investors to see the potential in in some geographical areas and is coming in others
a mere $25k or $50k initial project with a customer. - all great tailwinds. Perhaps social acceptability is
even bigger than regulations for mining companies

Like the old days of the of things we can do that would be accretive to our
bottom line, without taking our eye off the ball.
California Gold Rush, the people Areas of potential M&A have been identified for use
who made the big money of cash, but as yet, a well fitting target has not been
found. Any M&A must fit within our current strategy
did so by selling shovels and and be cash flow positive, adding value from Day
One. Beyond that, the much bigger catalysts are
wheelbarrows. what we call company makers - these are projects
we are working on today. We currently have three
projects in this category, and they have all spent
substantial money with us, over seven figures, and in
one case, multiples of that. While I can’t name them,
savvy investors should be able to deduce at least
and this understanding is only growing, especially for one of them from previous announcements. The
the major international groups who are well aware of other two are a little tougher, but suffice to say, each
the NGO’s litigious lawyers and government agen- of the three are a significant multiple of anything we
cies lying in wait to pounce on what they perceive as have done to date, both in capital costs (technical
wealthy corporations. Funds investing in the envi- services for us) and operating fees. As an example,
ronmental plays, we certainly check that box, when any of the three would generate operating fees
we get institutions to take notice. If you believe in a equal to our total operating fees in 2023. A word
green economy, then you understand we need the of caution, we only realistically expect one of these
mining of metals, so does that mean a bull market in to give us the green light in 2025, but we have high
metals? If so, how do you pick the winners? Like the hopes for all three within the next 3-5 years.
old days of the California Gold Rush, the people who
made the big money did so by selling shovels and For more information about BQE Water, please visit:
wheelbarrows. BQE Water, with its innovative and at https://www.bqewater.com/
times, truly disruptive process to currently available
applications, is a universally needed implement for
mining. Remember two-thirds of our business is sole
sourced, showing a very much “need” for many
projects to even get past initial permitting, let alone
into production.
VALUE CATALYST FOR 2025 ?
There are several. Very obviously we will organically

grow and create more of the same for 2025, increas-
ing recurring revenue and continuing to mitigate
the impact of seasonality. However, our team is not
interested in sitting on their hands and relying pas-
sively on organic growth, we are looking at a number
effectuate any plan, and possess no actual knowledge of any specific company’s operations, capabilities, intent, resources, or experience. Any opinions expressed in this article are
solely attributed to each individual asserting the same and do not reflect the opinion of SNN.
SNN did not receive compensation for, nor engage in, providing advice, making recommendations, issuing reports, or furnishing analyses on any of the companies, securities,
strategies, or information presented in this article. SNN recommends you consult a licensed investment adviser, broker, or legal counsel before purchasing or selling any securities
referenced in this article. Furthermore, it is encouraged that you invest carefully and consult investment related information available on the websites of the SEC at http://www.sec.
gov and the Financial Industry Regulatory Authority (FINRA) at http://finra.org.

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Sabio Holdings Inc. (TSX-V: SBIO / OTCQB: SABOF)
SABIO HOLDINGS INC.

(TSX-V: SBIO / OTCQB: SABOF)
THE SABIO HOLDINGS PORTFOLIO OF COMPANIES PROVIDES SOLUTIONS
FOR CONTENT PUBLISHERS AND ADVERTISERS IN THE CONNECTED TV
AND AD-SUPPORTED STREAMING SPACE
1. HOW WOULD YOU BEST DESCRIBE SABIO TO represent them to help reach the target audiences
AN INVESTOR AUDIENCE? that they have identified. We run the ads on various
platforms through relationships with apps and plat-
Sabio helps Top 100 brands in the world effectively forms such as Samsung, Vizio, Roku, LG, Amazon,
reach, engage and validate (R.E.V.) consumers on to name a few. Since our tech is already integrated
Ad supported streaming apps and platforms. We into some of the largest platforms in the world, it
serve targeted ads and provide insights that drive allows us to leverage vast amounts of data to find
engagement and ROI for our clients. the target consumer in real-time on those platforms.
We then use our proprietary technology to provide
2. WHAT ARE THE COMPANY’S EXPECTATIONS insights of the effectiveness of the reach.
FROM BUILDING AN APP AND GENERATING
INTEREST? 5. WHAT ARE THE COMPANY’S GREATEST
GROWTH OPPORTUNITIES?
Consumers are increasingly cutting the cord from
cable, with a growing number opting for ad-sup- Consumers are increasingly cutting the cord
ported streaming applications. Meanwhile, trillions from cable, with a growing number opting for ad-
of dollars are available for investment. The creation supported streaming applications. By 2028, 75%
of our app, which will include both iOS and Android of U.S. households are projected to have cut the
versions, addresses both trends. cord, underscoring the rapid shift towards streaming
platforms. This trend highlights significant growth
3. WHAT ARE THE VARIOUS REVENUE STREAMS potential, with the U.S. CTV market expected to
OF SABIO? grow 19% in 2024.
Currently, the vast majority of Sabio’s revenue To meet rising demand, we are also launching
comes from leveraging our ad supported streaming a programmatic offering, enhancing our service port-
technology to help brands and agencies effectively folio and providing clients with more comprehensive
and efficiently reach audiences in a highly frag- advertising solutions. Additionally, we’re introducing
mented media ecosystem. Creator TV, a new streaming channel focused on
leveraging creators and influencers from the social
4. PLEASE DESCRIBE THE PROCESS OF HOW media landscape. We believe this new product
ADVERTISING REVENUE IS GENERATED FROM will drive growth as the industry shifts away from
USING MEDIA AND CONTENT? traditional TV and film towards the creator economy,
positioning us to capitalize on this emerging trend.
Sabio works with brands and the ad agencies that

6. IS SABIO A GLOBAL BUSINESS? 7. WHAT IS SABIO’S MOAT VS. COMPETITION?
Sabio has primarily focused on the US market. Sabio’s competitive advantage lies in our proprietary
However, over the past year, we have strategically end-to-end technology stack, which includes
extended our reach into the European market, unique and differentiated data, such as our 55
recognizing the potential for million Household Graph. This extensive dataset has
enabled us to deliver a 91% Re-Occurring revenue
growth and the benefits of diversifying our geo- rate (H1 2024) with our top brands. Our advanced
graphical footprint. Our entry into Europe has been targeting capabilities and unique insights into a
met with positive reception, and we are gaining trac- rapidly growing market position Sabio well for the
tion as we establish our presence there. The early future, especially as cord-cutting trends continue to
indicators of our success in Europe are promising, accelerate.
and we are confident that our growth will continue
in this region as we build on the momentum we have
generated.
effectuate any plan, and possess no actual knowledge of any specific company’s operations, capabilities, intent, resources, or experience. Any opinions expressed in this article are
solely attributed to each individual asserting the same and do not reflect the opinion of SNN.
SNN did not receive compensation for, nor engage in, providing advice, making recommendations, issuing reports, or furnishing analyses on any of the companies, securities,

BlueMetric Environmental Inc. (TSX-V: BLM / OTCQX: BLMWF)
Q&A WITH
BLUMETRIC
ENVIRONMENTAL INC.
1. LET’S START WITH A QUICK winning a large refurbishment
OVERVIEW OF THE COMPANY. contract with the Canadian Armed
Forces, broadening the scope for
B
luMetric Environmental its “Mission Ready Water” systems
Inc. (TSXV: BLM or OTCQX: with an Indigenous community, and
BLMWF)(“BluMetric”) is a finalizing field testing in preparation
publicly traded environmental to commence manufacturing units
consulting and cleantech company under its approximately $12.0
with expertise across professional million contract with Rheinmetall, a
disciplines and technologies that al- large European defense contractor.
low for the design, fabrication and
delivery of sustainable solutions for While some of these initiatives were
environmental, water and waste not visible in the FY2024 operat-
water challenges. ing results, they are expected to
Scott MacFabe, CEO, Executive
contribute materially in FY2025 and
BluMetric has more than 220 Director at BluMetric Environmental onward.
employees operating in twelve offices Inc.
in Canada and the United States with In September 2024, the acquisition of
over 45 years of company history. Headquartered U.S.-based Gemini Water was announced, marking
in Ottawa, Ontario, BluMetric’s team of industry an expansion in the cleantech water portfolio and
experts serves Commercial, Military, Mining and entry into the Caribbean and U.S. water markets.
Government clients across North America and the
Caribbean. The Gemini Water acquisition is important because
of its ability to diversify BluMetric’s cleantech
2. 2024 IS PRETTY MUCH IN THE BOOKS, WHAT customer base into new industrial and commercial
ARE SOME HIGHLIGHTS FOR THE COMPANY FOR applications. In addition, the nature of Gemini Wa-
2024? DID THE COMPANY ACCOMPLISH ALL THE ter’s business model allows it to backfill the longer
GOALS IT SET FOR ITSELF IN THIS CALENDAR sales cycle seen in BluMetric’s military business while
YEAR? providing a U.S. manufacturing footprint for access
to new military opportunities. This is all supported by
In 2024, BluMetric aimed to scale its cleantech water complementary IP & expertise which both compa-
products and services, expand geographically and nies will share.
execute on potential M&A. This strategy was to be
executed without compromising the environmental BluMetric believes the combined resources and
consulting side of the business. expertise of both companies will result in acceler-
ated growth.
BluMetric was successful in these aspects by

Furthermore, the company’s consulting divisions As of October 2024, BluMetric’s order backlog
continue to operate in the black and support the now sits over CA$55 million, helping validate the
overall profitability of the company. continued demand for the company’s products and
services.
2024 has seen significant investments and 2025 is
expected to showcase an improved top line with ap- Furthermore, geopolitical risks and tensions continue
proximately half of revenues coming from cleantech to increase globally and there is more pressure for
deployments. countries like Canada to increase military spending.
While it’s too early to be certain, this could further
3. ARE THERE ANY INDUSTRY TAILWINDS TO drive cleantech sales interest for military applications
PUSH FORWARD SOME OF THE COMPANY’S in 2025 and beyond.
GOALS AND OBJECTIVES FOR 2025?
BluMetric is ultimately a specialized company ben-
Water scarcity is becoming a critical global issue, efiting from global sustainability, water tailwinds, and
driven by factors such as climate change, population “Mission Ready” military demand.
growth, and pollution, which threaten the availability
of this essential resource. As a result, there is an 4. LOOKING AHEAD, FROM WHAT YOU CAN TELL
urgent global need to invest in infrastructure that US, WHAT ARE SOME OF THE COMPANY’S VALUE
enhances water management and security, ensuring CATALYSTS FOR 2025?
sustainable access for communities and ecosystems
alike. 2025 will be an important year for BluMetric to
demonstrate its ability to execute as it invests further
BluMetric has a diversified portfolio addressing these into manufacturing capacity and sales. Management
growing needs from environmental consulting ser- believes the company is at an inflection point due
vices for groundwater resources, selling shipboard to cleantech growth investments, the strategic
water systems to support military and commercial acquisition of Gemini Water, and record sales orders
operations, wastewater systems and installing (Rheinmetall and St. Kitts and Nevis), which are all
potable water desalination systems to island nations, expected to contribute to realized revenue and scale
utilities and resorts. not seen before by BluMetric.
Gemini Water is currently in St. Kitts and Nevis to For more information about BluMetric, please visit:
design, build, and install a two million gallons per day https://www.blumetric.ca/
(GPD) desalination plant that will add 40% to the is-
land’s drinking water capacity. There remains US$9.3
million on this contract, and the project is expected
to be completed by the end of calendar year 2025.
With the announcement of this contract, Gemini has
started to see interest for similar applications.
SNN does not receive compensation for, nor engage in, providing advice, making recommendations, issuing reports, or furnishing analyses on any of the companies, securities,

INSI G HT S
EVENTUS
ADVISORY
GROUP LLC Neil Reithinger
ONE OF THE LEADERS IN ON-DEMAND CFO
ADVISORY SERVICES FOR PRIVATE AND
PUBLIC COMPANIES
PMC: WHO IS YOUR TARGET MARKET AND WHY? transactional pain points
• Provide leadership for strategy and “move the
COMPANY: Macro Level: Our target market consists business forward” advice
of private companies and public companies. • Keep you safe and compliant
• Advice that goes beyond simple rule following
Industry Level: We are sector agnostic.
Business Intelligence:
Target Market (TM) We Serve by Revenue (Either
Pubco or Priveco): • Decision-ready information
• Clarity not hope
• Small Business (Pre-rev - $5M) • cost of full time
• Lower Middle Market (Commercial) ($5M - • Integrated information to understand the
$100M) relationship between variables and detect
• Upper Middle Market ($100M – $500M) trends and patterns
• Fortune 1000 ($500M+) • Reduction of blindspots and reduced loss from
unknown trends
TM We Typically Serve - Pubco: $10M - $2B in Market • Information by analytical experts/no “data-
Capitalization dumps”/experts telling you what to look at so
that you don’t get blind-sided
TM We Typically Service - Priveco: $2M - $500M in
Revenue Financial Operations:
Exceptions to Typical TM: We provide services to • Elimination of worry or uknowns - day to day
Fortune 1000 (Priveco or Pubco) companies for financial and accounting processes are handled
special CFO advisory projects • Constituents (BODs, equity investors, auditors,
tax accountants and commercial bankers) are
PMC: HOW DO YOU DEFINE YOUR CLIENT’S happy:
SUCCESS? • Advice that goes beyond simple financial
rule-following
COMPANY: Technical Accounting/SEC: • Provide leadership for strategy and “move the
business forward” advice.
• Solve for point-in-time hurdles • Neutral party that ensures sales, marketing, and
• Continue to lead and provide solutions for their product are all in lock step with each other

But always try to remember have a saying we like to tell every potential client -
don’t call us unless there is something to count. Yes,
what the client is going through I know it sounds corny, but its comedy gold for a
and make sure that we respect CPA. We won’t take an engagement unless the client
and our firm are both set up for success. That means
their journey since they are in the client has to have a real need for us, we have to
be confident we can solve their problem, and the
the arena. budget expectations have to be in alignment as well.
If any of those are out of alignment, we have to say
no or we risk ending up in a situation where no one
is happy.
• Ensure that decisions have a perspective of
profitability and cashflow - and that other data PMC: LET’S DISCUSS WHAT A POSITIVE OUTCOME
(e.g., Ops, Marketing, and Sales) are all tied LOOKS LIKE FOR YOUR CLIENT.
back to $
• Cheaper and better quality than what a com- COMPANY: We can offer a lot, but we don’t like to
pany can get on the open market upsell with a new client. We believe in “business
biology” – the growth of the relationship is a function
of vigilant leadership, technical competency, timely
PMC: HOW DO YOU RELATE TO YOUR CLIENT? performance and fair pricing.
WHAT DO YOU AND THE CEO HAVE AS COMMON
GOALS? PMC: CAN YOU SUMMARIZE EVENTUS’ SUCCESS
AND WHY YOU’VE BEEN IN BUSINESS AS LONG
COMPANY: The most important way we connect AS YOU HAVE AND HOW YOU OWE IT TO YOUR
is that we are all business people. Our senior team STAFF’S CUSTOMER SERVICE!
knows what it’s like to run a firm, have difficult deliv-
erables, and make tough decisions. So, we connect COMPANY: It’s a combo of hiring great people,
with shared hard-won professional experience which giving them best in class tools and procedures, and
leads to true empathy. It might sound hokey…but it’s putting culture first – which then lets you have high
true. We’ve all been through the grinder. Yes, we can standards for everyone. All of those elements are
deliver great results. A lot of people can. But always important since what we do is a team sport. It’s
try to remember what the client is going through rarely one person who does the entire client delivery.
and make sure that we respect their journey since You need a well-functioning team both facing the
they are in the arena. client and supporting our client facing teams to
deliver top notch service. The team, processes, and
PMC: HOW DOES YOUR EXPERIENCE AND culture all reinforce each other. Put all that together,
ADVICE HELP PREVENT YOUR CLIENT FROM and you then have a recipe for delighting customers.
MAKING COSTLY PREVENTABLE ERRORS? FOR
Neil Reithinger
INSTANCE; DO YOU HAVE A PRE-ENGAGEMENT
CLIENT CHECKLIST AS PART OF YOUR INTERNAL Managing Partner & Capital Markets Practice Lead
DECISION MAKING PRIOR TO ACCEPTING Neil is the President and Managing Director and founded Eventus Advisory
Group, LLC in 2009. He is an experienced CFO and CPA with over 25
THE CLIENT?! years’ experience in the public markets. Neil has served in a broad range
of industries including life sciences, consumer products, energy services,
and manufacturing. Neil’s expertise in accounting and drive for efficiency
COMPANY: We have an extensive onboarding has led him to successfully create initiatives that streamline finance and
process that is very effective at highlighting major accounting processes and corporate governance, establish and maintain
SEC compliance programs, develop capital markets and public market
financial risks to the client. Then it’s a matter of strategies, restructure and optimize operations and spearhead due
walking the client through those findings with re- diligence for financings and acquisitions.
spect and assessing their willingness to address. The
Neil is a health and fitness nut who loves to cook (especially salmon) and
willingness to accept exposure and risk is the client’s classic muscle cars. When not at the gym, he loves spending time at his
decision, and we honor that. son’s baseball tournaments
On the topic of being the right fit for a client, we


FEAT U RE
MICROCAP M&A
AND BUYOUTS
WHY THE TREND CONTINUES AND NOT SLOWING DOWN WITH
MATHIEU MARTIN, RIVEMONT MICROCAP FUND
LET’S PICK UP FROM THE LAST equity firms. While I expected

Q&A WE DID FOR THE MAGAZINE, private equity firms to remain
WE ASKED YOU TO LOOK AHEAD active, I predicted we would see
IN 2024 AND IF WE EXPECT THIS more strategic acquirers in the mix
TREND OF CANADIAN MICROCAP in 2024. Well, private equity was
BUYOUTS TO CONTINUE. HERE still the dominant category this
WE ARE, TOWARDS THE END OF year, with 9 out of 20 transactions,
2024, WHAT’S HAPPENED? followed by strategics at 6 and
management/insiders at 5.
W
hen we did the Q&A last
year, I fully expected WHAT DO YOU THINK HAS BEEN
the M&A trend to con- THE REASON THAT THIS TREND
tinue as long as valuations stayed HAS CONTINUED TO PLAY OUT?
depressed, and that’s clearly what
happened. We can explain the continuation
Mathieu Martin of this trend in two ways. First, the
Twenty Canadian smallcaps and TSX Venture index, which I’ll use as
microcaps were acquired in 2024 (deal values below a proxy for the Canadian microcap asset class, has
$1 billion) in varied industries such as technology, bottomed in November 2023 but remains way off
retail, healthcare, renewable energy, cannabis and its most recent high of February 2021. From peak to
online gaming. trough, the index experienced a 50%+ decline in two
and half years.
That’s over $3.6 billion in total deal value or an
average of $181 million per transaction. The TSX Venture has been left for dead by public
market investors. As of September 30, 2024, the
Shareholders received an average premium of 64% equity capital raised year-to-date by companies
on those twenty transactions, including a high of listed on the exchange was down 11% year-over-year
270%! That is quite significant, especially considering and 30% below its 15-year average. The value traded
that the acquirers still expect to generate meaning- (trading volume in $ terms) on the exchange was
ful returns on investment even after paying these down 8% year-over-year and 43% below the 15-year
premiums. It shows how much Canadian microcaps average. The activity level on the TSX Venture is as
were undervalued and still are. depressed as it’s ever been, and valuations remain
extremely low. That’s one reason acquirers smell
Now, who are these buyers? bargains and look for M&A opportunities in this
space.
Last year, the mix was heavily tilted toward private

I mentioned that over $3.6 deal values had been announced this year. This
capital has been going directly into the pockets of
billion in deal values had microcap shareholders, and these investors typically
been announced this year. look to redeploy that capital into similar opportuni-
ties. Meanwhile, the pool of investable opportunities
This capital has been going has been shrinking, leading to more capital chasing
fewer deals. As capital inflows push share prices up
directly into the pockets of and create momentum, we finally see a resurgence
microcap shareholders, and of interest in microcap stocks.
these investors typically look to I’LL ASK THE SAME QUESTION I DID IN THE LAST
Q&A, DO YOU EXPECT M&A IN MICROCAPS TO
redeploy that capital into similar CONTINUE? AND, IF SO, WHY? AND, DO YOU
opportunities. EXPECT THE SAME FREQUENCY OF DEALS BEING
DONE?
Since the beginning of the year, we’ve seen valua-

tions in high-quality microcap names start to move
The second aspect to pay attention to is the dy- up quite dramatically. Don’t get me wrong, there are
namic in the private equity market. As of July 2024, still a lot of opportunities out there, but the most
global private equity firms were sitting on a record obvious bargains have been scooped up. You have
$2.6 trillion in dry powder (yes, trillions!), according to work a little harder now. And private equity firms
to S&P Global Market Intelligence. That’s a boatload also have to work a little harder.
of fresh capital to deploy. The rise in interest rates
over the last few years has made it more challenging The market is moving towards equilibrium. Eventually,
for private equity firms to use leverage and close valuations will get high enough that acquirers can’t
large deals with debt financing. That’s why we’ve offer large enough premiums to entice public share-
seen them turn to smaller opportunities such as holders to sell or privatize their holdings. Are we
Canadian microcaps. there yet? I don’t think so. But we’re getting closer.
HAS ANYTHING CHANGED IN THE LAST 6-12 Based on the upward trajectory Canadian microcaps
MONTHS THAT MAKES YOU THINK THE FLURRY have been on lately, I guess we’ll start seeing a
OF M&A IN MICROCAPS IS AN ANOMALY? slowdown in M&A transactions in 2025. At least,
that’s my hope as a long-term investor in this space!
The flurry of M&A is undoubtedly an anomaly be-
cause smallcap and microcap valuations have been For more information about Rivemont MicroCap
at generational lows, combined with a significant Fund, please visit: https://rivemont.ca/en/rivemont-
amount of capital in private equity looking for deals. microcap-fund/
Mathieu is responsible for the portfolio strategy and oversees the research
Recently, we’ve seen central banks in Canada and
and analysis process for new investment ideas. Being active in the
the US start to decrease interest rates, which I be- microcaps sector since 2014, Mathieu has been able to develop his network
lieve will ease some of those dynamics. While I pay and forge solid relationships with various stakeholders, which leads him to
find some of the best microcap opportunities in North America.
very little attention to the macro, it’s generally true
that lower interest rates are favourable to smallcaps, Mathieu has been involved with Rivemont since 2018. He brings with him an
exceptional knowledge base, having participated in dozens of conferences,
leading to better valuations over time. Lower interest and having met hundreds of management teams over the years. He also
rates should also improve the financing environment holds the CFA (Chartered Financial Analyst) designation since November
2020.
for private equity firms, leading them to refocus on
larger opportunities to deploy all that dry powder.
Another dynamic investors should not overlook as a

result of all the buyouts in 2024 is the capital inflows
in the sector. I mentioned that over $3.6 billion in

Innovative Food Holdings (OTCQB: IVFH)
Q&A WITH INNOVATIVE

FOOD HOLDINGS
1. LET’S START WITH A QUICK 2024 was a pivotal year for Innova-
OVERVIEW OF THE COMPANY. tive Food Holdings as we continued
to execute our three-phase profit-
I
nnovative Food Holdings (IVFH) able growth strategy (1. Stabiliza-
is a specialty foods distributor to tion, 2. Laying the Foundation for
professional chefs, restaurants, Growth, and 3. Build and Scale).
and foodservice establishments This strategy will help us achieve
across the United States. Through our 100-10 plan, achieving our first
our foodservice distribution plat- $100M in revenue, and our first
form, we connect top-tier suppliers $10M in adjusted EBITDA. One of
and unique artisan food producers our major accomplishments this
with chefs seeking premium ingre- year was completing the divestiture
dients. Our business spans across of all of our unprofitable segments,
various sales channels, including such as our direct-to-consumer
partnerships with broadline e-commerce businesses, which
Bill Bennett, CEO, Innovative Food
distributors (e.g. US Foods, Sysco), Holdings marked a critical step in optimizing
airline caterers (e.g. Gate Gourmet, our operations and improving
LSG Sky Chefs), e-commerce (Amazon), retail profitability. We also returned to revenue growth in
(undisclosed), and direct relationships with restau- our Specialty Foodservice business, a key milestone
rants. Over half our revenue comes from our unique in our Stabilization phase. Despite some challenges
drop ship business, where we connect small local in the first half of the year, including headwinds from
vendors to our much larger national sales channels. a large customer’s technology platform transition,
Vendors love the opportunity to play on a bigger we remain on track to end the year strong. We’ve
stage, and our large partner channels appreciate the launched two new major sales channels, one with
opportunity to extend their catalog offering without a top 10 retailer, and one with a top 5 broadline
investing in or managing inventory. This unique distributor. We also announced our first acquisition,
platform means we have a dynamic flywheel where an Organics distributor in Denver, CO called Golden
adding vendors grows our sales channels, which Organics. They have TTM revenue of $6.8M and
in turn makes our platform more appealing to new adjusted EBITDA within our 3-5X target range, at a
vendors, all within a profitable, capital-light business total cost of $1.75M. In our existing business, our
model. Artisan Specialty Foods business in Chicago and our
airline catering partnerships were also strong perfor-
2. 2024 IS PRETTY MUCH IN THE BOOKS. WHAT mance, showing high single-digit growth. While we
ARE SOME HIGHLIGHTS FOR THE COMPANY FOR are pleased with the progress made, we believe we
2024? DID THE COMPANY ACCOMPLISH ALL THE are just getting started and have significant upside
GOALS IT SET FOR ITSELF IN THIS CALENDAR as our growth plans continue to play out.
YEAR?

3. ARE THERE ANY INDUSTRY TAILWINDS TO
PUSH FORWARD SOME OF THE COMPANY’S
GOALS AND OBJECTIVES FOR 2025?
Yes, there are several industry trends that align well

with our goals for 2025. The ongoing consumer
demand for high-quality, specialty, and fresh ingre-
dients is a significant tailwind. Chefs and restaurants
are increasingly prioritizing premium and sustainable
products, which positions IVFH’s curated offerings
perfectly within the market. Additionally, the contin-
ued recovery of the foodservice sector post-pan-
demic, coupled with increasing travel and tourism, is
driving demand for products in our airline catering
and hospitality channels. The shift towards local
sourcing and transparency in the supply chain is also
creating opportunities for us to partner with small cost, and freed up resources to reinvest in higher-
suppliers, particularly in the fresh and perishable margin opportunities, positioning us to improve
categories, where we’ve already made significant profitability. Third, our recent purchase of Golden
inroads. We are also seeing growing interest in retail Organics is poised to unlock new opportunities,
partnerships, where our expertise in foodservice as we bring their assortment onto our national
can be leveraged to supply high-quality products sales channels, and begin cross-selling our drop
to broader audiences, while reducing in-store labor ship assortment to their customers in the Denver
and centralizing difficult in store processes (like the market. Finally, our continued focus on sourcing
cutting and wrapping of gourmet cheese). fresh, high-quality ingredients, particularly in niche
markets such as seafood, specialty proteins, and
4. LOOKING AHEAD, FROM WHAT YOU CAN TELL artisanal products, will continue to differentiate us
US, WHAT ARE SOME OF THE COMPANY’S VALUE from competitors and drive our platform’s profitable
CATALYSTS FOR 2025? asset-light flywheel.
Looking forward to 2025, we expect several key These responses are informed by earnings tran-
value catalysts to drive growth. First, the recent scripts and company press releases, highlighting
announcement of our new retail business is going to IVFH’s achievements and future outlook.
be a significant game-changer for us, as we begin
supplying the partner’s gourmet cheese assortment For more information about Innovative Food Hold-
across several hundred stores. Second, we are ings, please visit: https://www.ivfh.com/
focused on expanding our Specialty Foodservice
business, particularly through our new broadliner
partnership. Third, the divestiture of underperform-
ing assets like igourmet has eliminated significant

OPI NI O N
GETTING THE MOST

OUT OF YOUR 1 X 1
MEETING WITH A CEO
Shelly Kraft, Kraft Consulting LLC
PASSION, VISION & CAPABILITY grooming, and their manners, as

well as if they look me in the eyes
P
assion, Vision and Capability and act towards me. Interpret
are my three core values their body language. Are they
that I look for in every believable, sincere, distracted, do
company C level management they actually answer the questions
team meeting from my Wall Street and what do they do when they
years as President of Emanuel & don’t know an answer or become
Company, a NYC investment bank uncomfortable with a follow-up
to this very day. I still use this crite- question? Are they promoting,
rion when evaluating and fact gath- exaggerating, or were they flat out
ering information on companies. In lying when later fact checked? Do
most cases a conversation with a they have their facts straight or
CEO can provide additional insight seem wishy washy on certain sub-
into management. The amount jects? Are they passionate when
Shelly Kraft
of information, data, hearing the they speak about their own C suite
vision can be helpful to understand the Company colleagues and employees? Do they have a family,
that all the reading about them such as: press what do they do for fun, what are their hobbies and
releases, 10q or 10k data could uncover, especially if who is this person in general? How long have they
I ask the right questions in the meeting. been doing what they’re doing and if I get a sense
that they are enjoying their role in their business
I personally prefer an in person 1 x 1 meeting since I and content with their life or would they want to do
admit to being old school and only do a zoom if and something completely different. I will ask for their
when I have to. Back in the day as an underwriter, opinion on topics outside of business or ask about
okay before the Internet, every potential issuer their competition and see what they know about
seeking funding came into our office to pitch our them. Do they like their service providers, lawyers,
investment banking team. Our team would interact accountants, outsourced contractors and get a
with a CEO, CFO and hear their pitch and see how sense of how long they have used them with satis-
motivated they were and to observe them ques- faction or if they are constantly changing and why? I
tioned under pressure to understand their serious- also want to know about their relationship with their
ness, sense of humor if any, feel how comfortable board of directors. One can learn a lot from asking
they were answering soft and hard questions. I questions not normally asked in most 1 x 1 meetings
would look at how they present themselves; dress, or not covered in a presentation to an audience or

in many due diligence meetings. One practical com- the stock, the prowess, what’s their motivation and
mon thread is how would the CEO perform in front original reason if they founded their company? I
of investors? I have seen from amazing to disaster. often ask how they handle negative press, unhappy
shareholders, avoidance of lawsuits, timely reporting
Nobody’s perfect. I once backed out of a deal when and editing of press releases. What’s their take on
at dinner a CEO poured ketchup over his swordfish Investor Relations? What’s the most important task
steak! Another time we funded a company, and the in their day-to-day routine and who do they reach
C suite CEO, CFO and COO deposited the underwrit- out to when they become seriously frustrated. The
ing money and headed to their local Mercedes Benz tempo and order of the questions asked is impor-
dealership to buy 3 new cars! I was not happy to tant so the flow of responses can show a trend. It
say the least. never ceases to amaze me how every conversation
with each CEO is so different, however, we are
Many questions require examining how well CEOs humans after all, and comparisons are essential to
know their customer and their product, two very differentiate the A+ manager from the C- leaders.
essential corporate responsibilities. This can get
deeply involved and lead to a discussion about their At this point you must be wondering how a
30 second elevator pitch, or discussion regarding 30-minute 1 x 1 meeting can possibly fit in all my
their slide deck and presentation. For many CEO’s questions and answers plus my incessant banter
their 30 second pitch is 5 -10-20 minutes of run on and storytelling but in all sincerity, I always run out
and lost listener attention. From this I want to hone of time. And I don’t ask all these questions, I try and
in on what their goals and objectives and discuss find the right flow by listening and watching their
milestones. Prior success is really important. It’s reactions. I do take notes, but my interaction gives
also key to ask what their exit strategy is to see if me an impression I am looking for, and the numbers
they have one or are they one foot out the door in the financials don’t lie.
or totally committed. Are they in it for the money,

OPI NI O N
WHY INVESTORS CAN’T

AFFORD TO IGNORE ASIA
Drew Bernstein CPA, Co-Chairman of MarcumAsia
PMC: YOUR FIRM HAS REALLY PMC: HOW DO YOU FIND THE
MADE A NAME FOR ITSELF AS STATE OF INTEREST IN THE
THE GO-TO AUDITORS FOR INVESTMENT COMMUNITY IN
ASIAN COMPANIES COMING TO ASIA TODAY?
LIST HERE IN THE U.S. HOW DID
YOU CHOOSE THIS MARKET, I tell people that whether they
AND WHAT ARE SOME OF THE want to invest in Asian companies
CHALLENGES? or not, this is a region they cannot
afford to ignore. When it comes
I
’d like to tell you that I had the to green tech, whether it be EVs,
tremendous foresight to know solar, wind, or batteries, China is
that Asia was going to transform setting the pace and dominating
the global economy when I first those industries. Other examples
went over 30 years ago, but I must include TikTok in social media,
admit that the opportunity found Shein for fast fashion, and Temu
Drew Bernstein CPA
me. I still remember my first trip to for e-commerce – each of them is
China when I visited a company in turning the industry on its head, for
the far north, on the border of North Korea. It was better or worse. I feel very confident that many of
freezing cold, everything was covered in mud, no the unicorn companies that are going to have the
one spoke English, and the Chairman had the crazy biggest impact on the global economy over the next
idea he was going to list on NASDAQ and build a decade will be coming out of Asia. So, even if you
world-class resort. And I was just crazy enough to only invest in American companies, you can’t afford
want to be the auditor. Fast forward 30 years, and to take your eyes off what is happening in Asia
Asia is now 100% of our business. because it will shape your opportunity set.
In choosing a market niche, in my experience, you PMC: IF A COMPANY IS CONSIDERING COMING TO

want to find an area where there is a lot of demand, THE AMERICAN MARKETS TO RAISE MONEY IN AN
but it’s difficult enough that most people can’t or IPO, WHAT IS THE MOST IMPORTANT ADVICE YOU
don’t want to compete. That’s Asia cross-border CAN PROVIDE THEM?
deals in a nutshell. You have language difficulties,
cultural differences, and regulatory and geopolitical Sometimes, you need to slow down to speed up.
complications. Most of our competitors just haven’t We often find that a company based in Malaysia,
been able to make the investment to be successful Vietnam, or Hong Kong has been told that if it comes
under those conditions. The tougher it gets, the to the U.S., it can raise money fast. So, the Chair is
more of them fall by the wayside. in a huge hurry to kick off the fundraising and get on
file with the SEC. But they don’t have a PCAOB audit,

reliable projections, or a detailed business plan. So, PMC: WHEN IS THE RIGHT TIME TO ENGAGE WITH
they end up signing with a bunch of professional AN UNDERWRITER, AND WHAT FACTORS SHOULD
firms, paying big retainers, and then spinning their COMPANIES CONSIDER?
wheels for six months to a year.
We’ve had experience working with underwriters
Until you have an audit completed to U.S. standards, ranging from the bulge bracket on deals where
no one who is serious will take you seriously. Be- companies raise hundreds of millions to boutique
cause too often, investors have seen the financials banks on IPOs where proceeds may be under $10
change dramatically during the audit process or million and everything in between. So, I advise
found that the company can’t be audited. They have finding the bank that is genuinely enthusiastic about
seen this movie before and don’t want to squander the story, who you can see continuing to work with
their time on something that might not be real. in the future, and who can continue to provide some
coverage and support after the deal has closed.
Once the fundamentals and systems are in place,
all the professionals can work efficiently, and the One thing that management rarely does, but I highly
process can move quickly. You are positioned to pick advise, is to talk to the last three or four issuers that
your spot when conditions are favorable and the IPO the bank brought public. Find out what their experi-
window is open. ence was like and how well the outcome lined up
with what was promised. Otherwise, it’s like having
PMC: SO, IT SOUNDS LIKE AN AUDIT NEEDS TO BE open heart surgery without knowing how many of
THE FIRST STEP? the patients survived or if the doctor even has a
medical degree!
Absolutely. An audit, legal restructuring, and cleaning
up the cap table are essential. Without them, you PMC: HOW DOES MARCUMASIA STAND OUT
are just wasting time and energy. FROM YOUR COMPETITORS IN ASIA AND THE US?

I can say with confidence that we have a level of email is drew.bernstein@marcumasia.com, and my
human capital and presence on the ground that no phone number is (646) 442-4811.
one else can match when it comes to cross-border
Drew Bernstein, Co-Managing Partner Marcum Bernstein & Pinchuk (MBP)–
deals from Asia, not even the Big Four. We have
a leader in SEC audit, accounting and consulting services to Chinese
more auditors trained in PCAOB audit standards and companies seeking access to capital markets.
US GAAP and IFRS accounting than anyone else out
In 1983, Drew Bernstein co-founded Bernstein & Pinchuk. Additionally, he
there. We have five offices in the PRC, one in Hong co-founded MarcumBP, which is a member of the Marcum Group and an
Kong and another in Singapore, to serve Southeast affiliate of Marcum LLP, a leading U.S. accounting and advisory firm. Both
firms have multiple offices within the United States and Asia.
Asia. We are working with clients across mainland
China, Japan, Hong Kong, Singapore, Malaysia, Bernstein is a distinguished expert with deep knowledge of the China and
U.S. financial ecosystem with experience extending across Asia, Europe
Vietnam, Indonesia, and Thailand, and we have and Africa. Industry experience encompasses technology, retail, manu-
reached basically every market in the region. facturing, hospitality, pharmaceutical and real estate. Bernstein directs a
global team, featuring highly trained PCAOB and SEC accounting experts
and financial consultants working in New York as well as Beijing, Tianjin,
We have also made an enormous investment in audit Shanghai, Shenzhen, Hangzhou, and Guangzhou.
quality, hiring several Mandarin speakers who have
Additionally, Bernstein is considered a valuable thought leader and news
worked at a senior level at the PCAOB. I think what commentator. He has published articles for Forbes.com and China Daily
people don’t appreciate is that we are in a whole and is a frequently called upon source by prominent media such as China
Global Television Network, CNBC, Bloomberg TV, The Financial Times,
new regulatory environment these days. Firms that The South China Morning Post, The Wall Street Journal, Yahoo! Finance,
take shortcuts or don’t have robust compliance and more regarding Chinese IPOs, China’s economic growth, investment
appetite, innovation trends, corporate governance, SEC regulations and
programs will have the licenses pulled. The days of more.
jetting in to do a quick and dirty audit are over. You
must have the team on the ground and the oversight Bernstein graduated from the University of Maryland with a B.S. in
Accounting. Currently, he resides in New York City with his wife and children.
at a high level.
About MBP
PMC: I KNOW SOME COMPANIES AND BANKERS Marcum Bernstein & Pinchuk LLP (MBP) offers specialized audit and
COMPLAIN ABOUT AUDITS SLOWING DEALS advisory services to support SPAC sponsors and SPAC targets in Asia.
MBP and its parent company, Marcum LLP, have been involved in more
DOWN. WHAT DO YOU SAY TO THAT? SPAC transactions than any other audit firm. MBP is the only audit firm to
have a dedicated SPAC team for Asia. MBP performs all audits for Marcum
in Greater China, and MBP is a top-five auditor for Chinese companies
I would say that the companies that complain usually listed in the United States.
didn’t want to bring in the right internal talent or
consultants to establish their financial reporting and The dedicated SPAC team has worked with SPAC sponsors, underwriters,
and targets. MBP draws on wide-ranging experience with the initial public
internal controls before the full audit gets underway. offerings and subsequent business transactions forged by such companies.
Again, you skimp a bit up front and end up wasting MBP has designed its audit platform to deliver the technical expertise,
efficiency, and urgency required by SPAC IPOs. This includes high-quality,
lots of time and money later. PCAOB-compliant audits for private Asian companies that are contemplat-
ing entering a SPAC merger.
We have a culture of being very responsive and Website: U.S.: https://www.marcumbp.com;

laying out up front exactly what will be required to China: https://cn.marcumbp.com
be successful. But sometimes, other parties may
want to take shortcuts. Our goal as auditors is to
increase the probability that our clients will be able
to take advantage of market windows while provid-
ing a quality audit so that investors and regulators
can have confidence in the financials.
PMC: IT SOUNDS LIKE YOU REALLY HAVE THE

CLIENT’S BEST INTERESTS AT HEART. IF A
COMPANY OR INVESTMENT BANKER WANTS TO
GET IN TOUCH WITH YOU, WHAT’S THE BEST
WAY?
I am a big believer that half of the secret to business

development is returning phone calls and emails! My

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OPI NI O N
HOW CAN MICROCAP

COMPANIES BENEFIT
FROM EXECUTIVE
RECRUITERS?
Kelly Anderson CPA, Founder, CXO Inc.
PLEASE EXPLAIN THE CXO and commitments. The executives

STRATEGY FOR PLACING C LEVEL need to have a very strong commu-
INDIVIDUALS IN PRE-IPO AND nication and report between each
PUBLIC COMPANIES? other, as you are often passing the
baton.
C
XO is a full service executive
recruiting firm. CXO partners WHY ARE SO MANY COMPANIES
with companies to help fill STRUGGLING TO FIND QUALIFIED
their executive talent requirements. INDIVIDUALS TO FILL POSITIONS
Our approach and understanding of IN SMALL AND MICROCAP
the market and finding the right fit COMPANIES?
for the existing team is key to our
success. Small and microcap companies are
a challenge. They typically are
WHAT IS THE SECRET underfunded and generally cannot
Kelly Anderson, CPA, Founder
SAUCE YOU USE TO MATCH pay market rates. The promise of
CANDIDATES WITH CLIENTS? stock is usually not enough to lure the talent needed.
Executives continually weigh the potential for
Our team have been executives and understand achieving results in a microcap/small cap space with
what it takes to be an executive. We have the ability their own career goals
to screen for the “softer” skills an executive requires.
We take the time to understand the organization HOW ARE FRACTIONAL EMPLOYEES VIEWED BY
dynamics and culture. INSTITUTIONAL AND RETAIL INVESTORS?
HOW DOES FRACTIONAL PLACEMENT WORK? Given a choice, the investors would prefer a dedi-
cated executive, but realize that they ability to pay
Fractional placements are more difficult as you for the full time executive creates a conundrum. The
are “sharing” your executive resource with other most successful fractional executives have been in
companies. You need to understand that you will be micro/small cap companies for awhile and are well
competing for time and at critical moments, may not known in the industry. Newcomers have a lot to
have 100% focus of the executive. Most fractional prove and need to be hyper diligent in the needs of
executives are very good at juggling multiple clients the company and investors.

HOW OFTEN DO TEMPORARY POSITIONED CXO has a great outlook. We have great clients
EMPLOYEES BECOME PERMANENT? and resources. It’s always a pleasure to be able to
match the resources with the companies. One of
For the executive, its most of the time, unless the our unique characteristics is that we partner with
company is in wind down mode. It’s very hard to our clients. Since our team have sat in the executive
operate a business without the executive team. It’s roles, we are more qualified to support and partner
just a matter of how is the team compromised and with our clients.
how to split the executive duties.
Kelly is an experienced strategic Board Member, Business Owner and
Retired Chief Financial Officer. With over 30 years experience in the acct/
DO YOU ALSO PROVIDE BOARD MEMBERS? finance arena, Kelly has demonstrated strong organizational achievements
in a diverse group of industries.
CXO does provide board members. Our executives During her CFO career, she was a strategic member of the executive team.
have public company experience, know a lot of She takes re-sponsibility for reporting performance, trends and business
issues that affect the execu-tion of company goals. These roles require
qualified board members and can be a very valuable working closely with the CEO, the Board of Di-rectors and senior manage-
resource to a public company. The board search is ment to present and communicate company-wide achievements and
provide ideas on how to seize new opportunities and mitigate shortfalls.
very different, as the alignment with management Her experience includes notable companies: Fisker Automotive, First
and the growth/strategy is key. No one wants a American Title and T3 Motion, Inc.
board member that is not on board with the corpo-
She has executed successful initial public offerings, follow-on offerings,
rate goals/strategy. It is a fine line board members mergers and ac-quisitions; creating value for investors and liquidity for
walk between achievement/support of the goals and ownership and management.
the realistic timeline/costs to achieve the goals. Email: Bod.Kelly.Andersongmail.com

Phone: 714.313.0393
HOW WOULD YOU DESCRIBE THE FUTURE

OUTLOOK FOR YOUR COMPANY?

INSI G HT S
WHAT ARE TODAY’S

MICROCAP MARKET
MAKER’S SERVICES?
Eric Flesche, Glendale Securities, Inc.
PMC: PLEASE PROVIDE A BRIEF OVERVIEW OF • DTC Eligibility

GLENDALE SECURITIES. • Form 211 filing with FINRA pursuant to Rule
15c2-11 for proprietary electronic quotations:
G
lendale Securities is a full-service boutique • To resume quotations after delinquency
market maker & broker dealer that services • To initiate quotations for the first time (IPO)
retail, institutional, and issuers with a focus • To maintain continuous quotations after falling
on microcap equities. off national securities exchange
• OTCQB/QX application assistance
PMC: WHAT SERVICES DOES YOUR COMPANY
PERFORM? PMC: HOW IS YOUR CUSTOMER SERVICE
PERSONALIZED AND DIFFERENT FROM OTHER
Institutional MARKET MAKERS? INCLUDING RETAIL AND
• complex structured finance deposits and WHOLESALE COMPETITORS?
transaction execution services
• restricted & registered certificate/DWAC/DRS Form 211 filing with FINRA pursuant to Rule 15c2-11
deposits and corresponding transaction execu- for proprietary electronic quotations:
tion services Issuers are taken through the Form 211 process by
• buying and selling equity securities including our associates that are dedicated to filing Form 211
listed and microcap securities applications. We have associates who specialize in
• active order handling by professional traders so US issuers, and other associates that focus on for-
you can focus on your business eign issuers. Our documentation is custom tailored
for each situation, streamlining the process. When
Retail the form 211 review is completed by FINRA, we can
• restricted & registered certificate/DWAC/DRS assist with the OTCQB/QX application process.
deposits and corresponding transaction execu-
tion services Issuers that are already quoted seeking additional
• buying and selling equity securities including market makers:
listed and microcap securities Issuers, does your current market maker take your
• active order handling by professional traders, call? Our traders are ready to provide issuers with
no need to watch the market all day information about the market utilizing their decades
of experience making markets.
Issuers & Affiliates
• market making PMC: CAN AN ISSUER REFER INVESTORS AND
• 10b-5 plans for insiders SHAREHOLDERS TO YOUR COMPANY IF THEY WANT
• issuer buyback programs TO OPEN AN ACCOUNT TO BUY AND/OR SELL?

Absolutely, this is how we obtain most of our We specialize in the complex
accounts. We specialize in the complex regulatory
requirements for depositing microcap securities. regulatory requirements for
In addition, we allow purchasers to buy microcap
securities where other broker dealers may not allow depositing microcap securities.
opening buy transactions or even trading in general. In addition, we allow purchasers
PMC: WHAT KIND OF STOCKS CAN YOU TRADE? to buy microcap securities
SMALL, MICRO AND NANO CAPS? PREFERRED,
COMMON, WARRANTS ETC.? where other broker dealers
All of the above. With untraded warrants, convert-
may not allow opening buy
ible preferred, convertible debt or other convertible transactions or even trading in
securities, our staff can assist with the conversion
into common. general.
PMC: DO YOU TRADE STOCKS LISTED ON
NASDAQ, OTC MARKET OTCQB, QTCQX, OTCID,
PINK LISTED, CBOE, OR FOREIGN EXCHANGES?
Our staff has decades of experience with these
Glendale Securities is a member of NASDAQ, CBOE, markets.
NYSE Arca. We can trade on OTC Markets OTC
Glendalesecurities.com
Link platform for OTCQB, OTCQX, and Pink Sheets.

INSI G HT S
WHY AND WHEN DOES

A MICROCAP COMPANY
REQUIRE A LITIGATOR?
Jon Uretsky Esq., PULLP
PMC: WHY IS PULLP KNOWN AS lawsuit, a subpoena from the SEC,

THE “MICROCAP LITIGATORS”? a demand letter from a letter or
investment banker, etc. Something
W
e’ve been working in out of the ordinary – a problem
the microcap space for which you aren’t prepared for at all.
the entirety of the firm’s We’re fixers.
history – since its founding in June PMC: WHAT TYPES OF CASES DO
2004. This is our 20th anniversary YOU HANDLE?
year. When we started out, though,
we weren’t planning on having this Within litigation and regulatory
much of a specialty in the space. work, we really handle everything.
But as luck would have it, we This runs the gamut from FINRA
landed a then notorious case back exams and SEC subpoena
in 2005 which was in hard copies responses to major multimillion
of newspapers (back when people dollar cases worth in the tens of
Jon Uretsky, Esq.
still read them). We were able to millions of dollars. We just settled
prevail against the SEC in that case, and immediate- a matter against the SEC where clients accused
ly afterwards, we began getting unsolicited phone of facilitating $1.2 billion in penny stock trade will
calls asking to talk with “that microcap litigator.” pay less than $100K each. In our last trial, worth
I’m no marketing guru, but if enough people in the $31 million, we successfully kept two partners of an
space use that term to describe you, you eventually investment company from owing anything. But more
adopt it and run with it. I wish I could take credit for often cases involve the disputes between lenders
it, but it wasn’t my idea. and companies, which can often be settled for
numbers lower than $1million.
PMC: YOUR TAGLINE IS: “THE LAW FIRM YOU
DON’T NEED UNTIL YOU DO” COULD YOU PLEASE PMC: HAVE YOU EVER WON AN UNEXPECTED
EXPLAIN? VICTORY AND HOW DID IT HELP YOUR PRACTICE?
Most microcap companies don’t have sufficient Honestly, no. I mean, I suppose it depends on how
funding to accomplish their business goals. They you define “unexpected victory” but one of the
don’t have the funds of say, Amazon, to set aside reasons we’ve been so successful is we’re quick
for compliance and legal internally. They skate by to assess likely results, paths to certain results,
hoping nothing problematic happens, budgeting and develop litigation strategies to get our clients
just enough for required filings. That’s great, until to those results. If we think we’ll lose, we’d settle.
suddenly it isn’t enough anymore. This can be a Sometimes we have won earlier on in a case than

expected. I’m referring to our recent track record on initials, then the swag followed, and before long
motions to dismiss. But those are matters where we most people knew us as PULLP. Then, when Faun
expected a victory and just obtained it much earlier Phillipson left the firm to become a judge, ethical
on in the case than we expected. As for helping the rules required the name to be changed. So we
practice, when that happens the clients pay hun- changed it legally to PULLP, so we didn’t need to
dreds of thousands less to us than they otherwise change any of the emails, swag, etc. I know a clever
might have, so those unexpected victories, ironically, anecdote about “Pulp Fiction” would make for a
hurt the practice because we make much less better answer, but I haven’t thought of one yet.
money on each one.
PMC: PLEASE SUMMARIZE THE CLIMATE AND
PMC: WHERE DO YOUR REFERRALS COME FROM? LANDSCAPE OF REGULATORS AT THIS TIME AND
WHAT’S SEEMS TO BE ON THEIR AGENDA?
Company: Mostly other professionals in the micro-
cap space. Having successfully built a reputation as That’s a huge question, so I’m going to limit my
the premiere microcap litigation firm years ago, we response to just the Enforcement arms of the
now often receive referrals from transactional law regulators. There is a difference! But even with that
firms that don’t have a litigation practice. In addition, limitation, regulation by enforcement is growing. In
we’ve been lucky enough to receive referrals from Fiscal Year 2023, nearly $5 billion in financial rem-
other professionals such as CPAs, insurance brokers, edies was ordered by the SEC last year, including
IRPR firms, investment bankers and the like. civil penalties and disgorgement — the second high-
est amount in SEC history. It also obtained orders
PMC: WHAT SATISFACTION DO YOU GET FROM barring 133 individuals from serving as officers and
ASSISTING CLIENTS? directors of public companies, the highest number
of officer and director bars obtained in a decade.
I mean, everyone always wants to win, right? I’ve Some of the areas of particular focus were, as
been doing this since the late 90s, so at some point always, financial fraud and issuer disclosures, but
maybe that will change for me, but after 25 years, we also saw cases involving gatekeepers (such as
that drive to win never goes away. I’m probably auditors and lawyers), crypto assets, cybersecurity
just overcompetitive. But most cases settle – so we compliance, and environmental, social and gover-
don’t “win” many, even though we don’t lose either. nance (ESG) issues.
The thing that makes those cases so satisfying is
that, inevitably, the adversary will overplay their
PULLP, “The Microcap Litigators” is the premiere law firm specializing in
hand. Take the SEC, a common adversary for us. To microcap litigation. Jon Uretsky is the founding and managing partner of
be fair, most of the time, if there’s an investigation PULLP. Mr. Uretsky has a broad multidisciplinary practice that includes
extensive experience in litigation and dispute resolution, regulatory
or lawsuit, some wrongdoing – violations of securi- investigations. In addition, he counsels corporate boards, board commit-
ties law – occurred. But when the SEC asks for a tees (including special committees) as well as being a personal adviser to
many entrepreneurs, business leaders and corporate executives. He has
full industry bar and tens of millions, meaning life counseled clients on significant litigation, regulatory and transactional
altering problems for clients, there’s a huge satisfac- matters across multiple industry sectors. Additionally, the PULLP team
has extensive experience negotiating mergers and acquisitions (including
tion in obtaining a negotiated resolution that simply reverse mergers); domestic and cross-border investments/joint ventures;
allows the client to keep working in the space. the representation of private equity; venture capital and other private
investment funds; securities offerings; and private and public financings.
PMC: WHAT DOES PULLP STAND FOR, SEEMS LIKE

PULLP.com
INQUIRING MINDS WANT TO KNOW?
I really need to come up with a quip involving

Tarantino or at least orange juice, don’t I? It’s just
a trade name – nothing more than that. When
we started the firm 20 years ago, it was called
Phillipson & Uretsky, LLP – which quickly became
a mouthful whenever we had to spell out our full
emails. So after a few years, we rebranded the
emails and website to pullp.com based on the

INSI G HT S
MAKING FINANCIAL
TRANSACTIONS MORE
SIMPLE
Lynne Bolduc Esq.
Partner at FitzGerald Kreditor Bolduc Risbrough LLP
PMC: BRIEF OVERVIEW AND

SHORT PERSONAL BIO More detailed information on our
firm and all of our attorneys is
I
’ve been practicing law for so available on our website at www.
long, I’m finally good at it! I got fkbrlegal.com.
my start in the financing world
over 30 years ago as in-house PMC: DO YOU REPRESENT
legal and compliance at investment PRIVATE, PRE-IPO, AND PUBLIC
banks where I learned from the ISSUERS?
inside what bankers and investors
want to see in a company and We represent start-ups through
how to structure deals that sell. I public companies in all stages of
now run my law firm’s corporate their growth and development.
and securities department where Because of my background, we
we specialize in making financing also represent investors, invest-
Lynne Bolduc Esq.
transactions as simple as possible. ment banks, and funds of all types
in their transactions.
PMC: WHAT MAKES YOUR LEGAL SERVICES
SPECIALIZED FOR SMALL COMPANIES SEEKING PMC: WHAT DIFFERENTIATES YOUR FIRM’S
CAPITAL FORMATION? SERVICE FROM YOUR COMPETITION?
We have extensive experience with federal and Responsive and fast. Here’s a comment I
state securities laws issues, including: received from a client after filing an IPO for them
in August:
• Conducting private and public offerings
• Mergers and acquisitions “Thank you for all of your diligent and quick work. In
• Preparation of reports and filings with the my 28 years in corporate and specifically working
United States Securities and Exchange Commis- with law firms, you, Lynne and your team have been
sion (“SEC”) exceptional.”
• Listings on the over-the-counter bulletin board
(“OTCQB”), NASDAQ, and NYSE And this one received upon launching a private
• Broker-dealer issues offering:

“Thank you for all of your my head without research. Call me, ask a question,
get your answer, we talked for ten minutes, your bill
diligent and quick work. In is $100. That’s it.
my 28 years in corporate and Second, having worked in-house at two investment

specifically working with law banks, I know how investment bankers work, what
motivates them, and what they want to see in a
firms, you, Lynne and your team company. I can help you present your company
from simultaneous legal compliance and sales per-
have been exceptional.” spectives to be attractive to investors and bankers.
I can also review and advise you on any arrange-
ments with investment bankers, being familiar with
industry standards such as commissions, rights of
first refusal, etc.
“We just wanted you to know how much we appreci- PMC: WHY SHOULD AN ISSUER CHOOSE YOU AND
ate all your efforts and support in getting our Reg YOUR FIRM?
D going. We officially launch tomorrow and we
could not have done it without you. Thank you so The firm is one-stop shopping for businesses and
much! Seriously, we can’t thank you enough, your their owners. We can handle any legal matters
knowledge, experience, expertise, and go get ‘em a business and its owners may need including
attitude are top notch.” contract negotiation and drafting; litigation; tax;
employment; intellectual property; real estate;
PMC: WHAT IS YOUR CORE COMPETENCY? lending; corporate governance; mergers and
acquisitions; raising money; going public; and public
I have structured and implemented billions of dol- company reporting. We won’t divorce you or get
lars’ worth of business and financing transactions, you out of jail, but we can handle everything else.
and represented both domestic and international
clients in complex transactions across multiple
industries. I specialize in crafting creative financing
solutions for companies wanting to raise money, go
public, sell, or acquire other companies.
PMC: HOW DO YOUR FEES COMPARE WITH

OTHER FIRMS?
Because we are a mid-sized law firm with supervis-

ing partners with decades of experience, we
have the legal expertise you need without the
inflated fees you don’t. You will find our rates to be
extremely competitive (frankly, low) in the industry
for the level of experience.
We also handle a number of tasks on a flat fee basis,

such as blue sky filings, subscription agreement
review, verification of accredited investors, etc.
PMC: HOW DOES YOUR EXPERIENCE SAVE YOUR

CLIENTS MONEY AND HEADACHES?
First, I can answers most questions off the top of

THE SOPHISTICATED LEGAL
ADVICE YOU NEED WITHOUT
THE INFLATED FEES YOU DON'T
• PRIVATE OFFERINGS • BUSINESS TRANSACTIONS
• PUBLIC OFFERINGS • CORPORATE MATTERS
• PUBLIC COMPANY REPORTING • BUSINESS LITIGATION
• MERGERS AND ACQUISITIONS • REAL ESTATE
Lynne Bolduc, Esq. Representing entrepreneurs, business owners, private

FKBR Partner, Corporate and Securities companies, and public companies.
AWARD-WINNING BUSINESS ATTORNEYS

FOR OVER 35 YEARS
EXPERIENCED • RESPONSIVE • EFFICIENT
SERVING CLIENTS THROUGHOUT THE U.S.
OFFICES IN LOS ANGELES AND ORANGE COUNTY, CALIFORNIA
CREATIVE LEGAL SOLUTIONS TO COMPLEX BUSINESS CHALLENGES
(949) 788-8900 www.fkbrlegal.com

66 Planet MicroCap Review
LBolduc@FKBRLegal.com 2 Park Plaza, Suite 850 Irvine, CA 92614 www.PlanetMicroCap.com
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Partner
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INSI G HT S
FINDING ALTERNATIVE
LIQUIDITY PROGRAMS
FOR MICROCAPS
SLS GROUP LLC
PMC: PLEASE PROVIDE AN OVERVIEW OF SLS PMC: WHAT IS THE AVERAGE SIZE OF A
SERVICES. TRANSACTION?
O
ur alternative liquidity programs feature Our average size per transaction ranges from
securities-based loans for shareholders of $150,000 to $5,000,000. We do not have a cap
publicly traded companies or holders of on how much we can lend; it is solely based on the
qualified cryptocurrencies. security’s risk profile.
PMC: DESCRIBE YOUR TYPICAL CUSTOMER(S) PMC: WHAT TYPES OF PUBLIC COMPANIES DO
FOR EACH OF YOUR PRODUCTS: MENTION YOU SERVICE?
PRODUCTS AS WELL 30-50 WORDS
We are industry agnostic. We service individual
Our typical borrower uses the funds to pay down investors, not companies, for this lending product.
debt, purchase a home or real estate, and invest in
other opportunities or projects. Our borrowers often PMC: HOW DO YOU STREAMLINE THE PROCESS
hold shares that are difficult to deposit or ineligible FOR YOUR CUSTOMERS?
for a margin loan from their broker. We help many
officers, directors, and affiliates of publicly traded We are user-friendly, given that our loan specialists
companies find liquidity without selling shares in the walk the borrower through the lending process from
open market. beginning to end.
PMC: HOW MANY YEARS OF EXPERIENCE DOES PMC: WHAT DOES SLS DO IN ONE OR TWO
SLS HAVE IN THE MARKET? SENTENCES WHAT WOULD IT BE?
We have 30+ years of market experience, and since SLS Group is a multi-asset family office located
our founding in 2008, we’ve helped all types of in Salt Lake City that makes direct investments in
accredited investors tap into the value of their companies andprovides investors with alternative
portfolios. sources of liquidity.

INSI G HT S
MOST MICROCAP
COMPANIES ARE
OVER-INSURED, IS
YOURS?
Jason Bishara, NSi Insurance Group LLC
PMC: WHAT SETS NSI APART this market functions. Providing a

FROM YOUR COMPETITORS? comprehensive risk management
plan to a company that has strong
O
ur firm is a Unison Risk financials is very different from
Advisors company, the 5th insuring a microcap that is cash
largest independent insur- constrained but requires coverage
ance agency in the United States. to meet board demands and/or
Our Microcap Group provides transactional requirements.
Outsourced Risk Management
Solutions for public companies PMC: PLEASE DESCRIBE THE
trading under $300mm in market BASIC LIABILITY POLICY EVERY
cap. Our intimate knowledge of the PUBLIC OR PRIVATE COMPANY
microcap industry and proprietary MUST HAVE?
products enable us to excel in this
niche market. Jason Bishara All public companies should
complete a comprehensive analysis
PMC: HOW DO YOU MEASURE A PUBLIC of their coverage to identify risk exposures. This
COMPANY’S NEEDS PERTAINING TO COVERAGE? analysis should be reviewed with the board of
directors to discuss the level of risk and the cost of
Public companies’ needs are assessed thoroughly purchasing insurance to transfer the risk from the
by analyzing current cash position, anticipated and company to the insurance carrier. With that said,
completed financing activities, industry risks, com- in my opinion ALL public companies should have a
pany specific, regulatory compliance, and financial comprehensive executive risk program to protect
exposures, ensuring optimal coverage alignment. their personal assets from corporate exposures.
This includes D&O, CYBER, EPLI, and Crime.
PMC: IS IT YOUR EXPERIENCE THAT MOST
COMPANIES ARE UNDER-COVERED OR OVER- PMC: PLEASE DESCRIBE THE CYBER SECURITY
COVERED? ISSUES AND HOW THEY AFFECT INSURANCE
COSTS?
Most microcap companies are over-insured, or the
insurance program is improperly structured leading Cybersecurity threats pose significant risks, influenc-
to higher premiums. The key to properly insuring ing insurance costs based on a company’s data
microcaps is to have a keen understanding of how protection measures, incident response plans, and

vulnerability management strategies. Detailed POLICIES? IF SO IS THERE A CHARGE FOR THAT?
policies and procedures with dedicated personnel HOW DO I REACH AN EXPERT?
to Cyber and IT infrastructure will help manage
exposures and cost. NSI offers coverage analysis and evaluation services,
often complimentary, with expert consultations
PMC: WHEN A COMPANY’S OFFICERS AND available to assess existing policies and recommend
DIRECTORS ARE SUED BY REGULATORS, ARE ALL tailored solutions. Contact Jason Bishara directly if
LEGAL, PENALTIES, AND SETTLEMENTS COVERED you have any questions or would like a complimen-
BY INSURANCE WHETHER FOUND GUILTY OR tary review of your existing program.
INNOCENT?
jasonb@nsigroup.org
Insurance coverage may mitigate legal costs, or call: 516-313-4110
penalties, and settlements for directors and officers,
Jason Bishara is a seasoned professional in the financial services sector,
subject to policy terms and conditions. All D&O
particularly known for his expertise in insurance and risk management. He
policies have fraud exclusions which only kick in if currently serves as the Financial Practice Leader at NSI Insurance Group, a
there is a final finding of fraud by a court. The D&O role he assumed following the acquisition of his previous company, JAISIN
Insurance Solutions, in October 2023. With over 25 years of experience,
policy would defend against allegations of fraud Bishara specializes in management liability products, focusing on
but if there is a subsequent finding then the policy protecting the personal assets of directors and officers in publicly traded
companies through tailored insurance solutions, including Directors and
would cease providing any defense and the carrier Officers (D&O) insurance, cyber liability, and employment practices liability
would most likely want to claw back any defense insurance (EPLI). Before joining NSI Insurance Group, Bishara founded
and led JAISIN Insurance Solutions, where he provided outsourced risk
costs paid to date. management solutions to public companies and nonprofit organizations.
His client-centric approach and extensive knowledge of capital markets
enable him to navigate complex financial landscapes effectively, ensuring
PMC: DOES NSI DO COVERAGE/COST ANALYSIS
that clients receive comprehensive and customized insurance solutions.
AND/OR COVERAGE EVALUATIONS OF EXISTING

INSI G HT S
SIX QUESTIONS FOR

MICROCAP COMPANIES
CONTEMPLATING
PUBLIC RELATIONS
Roger Pondell, PondellWilkinson Inc.
WHAT ROLE CAN A PUBLIC WHEN IS THE BEST TIME TO

RELATIONS FIRM PLAY IN BEGIN A PR CAMPAIGN?
HELPING MICROCAP COMPANIES
COMMUNICATE WITH THEIR It’s never too late, or too early, to
SHAREHOLDERS? start a public relations campaign.
Programs can vary in size, scope
G
etting noticed is a fundamen- and duration—ranging from a few
tal challenge for microcap months to ongoing. Regardless of
companies. Major financial the timeframe, it’s crucial for com-
news outlets tend to overlook these panies to communicate effectively
companies because of their size, with the right audience. While a
and a lingering layer of negative specific event isn’t always neces-
sentiment continues to affect their sary to initiate a campaign, timing
perception. This is where public can be critical. Consider beginning
relations can help. The first step Roger Pondel
a PR campaign when there is
is messaging. Developing a clear, upcoming company news or an
concise and compelling narrative that resonates with event, such as a product launch, earnings report,
shareholders and the news media is critical. Not only acquisition, industry conference and shareholder
can PR help develop and finetune what is said to key meeting. Favorable market conditions can also
audiences, but it also can help determine how and provide a supportive backdrop for positive messag-
where these messages are delivered. Key messaging ing. Additionally, if there’s a need to shift public or
is transformed into various types of content, which investor perception, launching a campaign early can
are then distributed across a wide range of mass and help control the narrative.
specialized media, including news outlets, industry
publications, digital and social media, broadcast chan- HOW CAN A MICROCAP COMPANY HONE ITS
nels, and more. Perhaps somewhat ironically, many MESSAGING THROUGHOUT SOCIAL MEDIA, PRESS
microcap companies have outstanding management RELEASES AND ATTENDANCE AT CONFERENCES?
teams and exciting stories to tell. The key is maintain-
ing regular communication with all constituents to Consistency is key. Organizations must ensure
keep them informed and engaged. that messaging across all platforms aligns with the

company’s core values and goals. However, mes- HOW CAN A COMPANY MEASURE THE RETURN
sages need to be tailored to the specific audience ON INVESTMENT FROM A PR CAMPAIGN?
of each platform. Social media might require more
engagement-focused content, while press releases When evaluating a public relations campaign, it’s
and conference presentations might need to be important to consider a range of intangible fac-
more formal and detailed. More importantly, what’s tors. For example, a media interview that doesn’t
said to investors may be different than what’s said immediately lead to a published story is still a
to employees or customers. The use of storytelling significant outcome. Journalists often work on their
is a great way to engage audience with compelling own timelines, particularly for stories that aren’t
narratives about the company’s mission, products breaking news, which means it may take time for an
or impact. The use of analytics to measure the interview to result in coverage. Tracking the number
effectiveness of messaging and adjust as needed of interviews, along with the quantity and quality
are great ways for microcap companies to hone of media mentions and impressions, offers valuable
their messaging to resonate best with investors. metrics for assessing PR efforts.
WHAT CAN MICROCAPS DO WHEN THEY NEED TO Social media engagement, measured through met-
MANAGE THEIR DAMAGE CONTROL? rics such as shares, likes, and sentiment analysis, is
another area to monitor. Additionally, website traffic
Ideally, having a crisis communications plan already and lead generation—such as inquiries, sign-ups
in place is best practice. These are a set of action and event participation—can provide insight into
items with key messaging to help organizations the campaign’s effectiveness. These are just a few
quickly respond to a disruptive event, including examples of how a company can measure ROI.
financial crises, reputational damage, operational In essence, executing the tactics outlined in a
interruptions, legal issues, regulatory challenges, broader strategy helps track progress and also
cybersecurity breaches and natural disasters. allows firms to attribute specific values to each
initiative, enabling them to score campaigns. Most
Microcap companies must be proactive in managing importantly, evaluating the long-term impact on
damage control by prioritizing transparent commu- brand equity, including awareness and reputation, is
nications. Assembling a dedicated crisis team and essential for understanding the sustained effects of
ensuring consistent messaging across all channels the campaign.
are key steps. Engaging with media outlets through
well-crafted press releases and building strong WHY DO LARGE AND MIDCAPS USE PR MORE
relationships with journalists can help ensure the THAN SMALL AND MICROCAPS?
company’s perspective is accurately represented.
It often boils down to resources. Large and midcap
Direct communication with investors is crucial companies generally have greater financial and
to address concerns and maintain confidence. human capital to invest more in marketing and com-
Emphasizing the company’s long-term strategy munications. Additionally, bigger corporations gen-
while managing short-term challenges can reassure erally have higher public profiles, as well as larger
all stakeholders. Additionally, closely monitoring and more diverse groups of stakeholders, which, in
social media and responding thoughtfully to any turn, drives the need for ongoing communications
misinformation can prevent negative sentiment among varying target audiences. That said, it’s really
from escalating. a matter of scale, and microcap companies usually
benefit greatly from public relations tactics as well
Legal considerations and reputation management as traditional IR.
also play vital roles. Consulting with legal advisors
Roger Pondel is CEO of PondelWilkinson Inc., a full-service investor rela-
ensures compliance with regulatory requirements.
tions and strategic public relations consultancy, operating for more than
Highlighting positive developments, without burying 50 years that has earned a national reputation for innovative, aggressive,
opposing views, and leveraging third-party endorse- professional service. The firm represents publicly traded, pre-public and
privately owned companies - from microcap to big cap - in multiple sectors,
ments, can help rebuild the company’s reputation. blending public relations and investor relations disciplines to provide a
value-add offering. Roger and his team can be reached at rpondel@
pondel.com, or 310-279-5965.

74 Planet MicroCap Review
www.SNN.Network microcap review magazine 27
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INSI G HT S
FTC, LARGER CAP

MERGERS AND AFFECTS
(IF ANY) ON MICROCAPS
WITH ANDREW WALKER, HOST OF THE YET ANOTHER VALUE PODCAST
THE THEME OF THIS ISSUE IS CERTAINLY THERE WILL BE

M&A, SPECIFICALLY IN MICROCAP. A NEW COMMISSIONER, OR
YOU FOLLOW CLOSELY THE POTENTIALLY, IF DEMOCRATS
TRENDS IN M&A ON THE MACRO WIN THE WHITE HOUSE, THE FTC
LEVEL WITH AN EVENT-DRIVEN COMMISSIONER IS REPLACED
INVESTING STRATEGY, IS THERE - DO YOU THINK THE LATTER
A DISCONNECT BETWEEN FTC IS POSSIBLE? AND IF SO, HOW
TIGHTENING UP OF MERGERS LIKELY?
VS. WHAT’S HAPPENING IN THE
MICROCAP SPACE? HAS THIS For larger cap buying larger cap
DISCONNECT ALWAYS BEEN mergers: absolutely. The FTC
THERE OR IS WHAT’S HAPPENING has shown a willingness to sue
NOW UNIQUE? basically any big company doing
an acquisition of size; I think if it
N
o, I don’t think so. The FTC is becomes clear there will be a new
Andrew Walker, Portfolio Manager at
concerned with big mergers commissioner, it’ll be a lot easier to
Rangeley Capital
that touch consumers or tech. get M&A over the finish line.
There are very few (not zero, but few!) microcaps that
have anything to worry about. I’d be more concerned HOW HAS YOUR EVENT-DRIVEN STRATEGY
with them getting buyout offers than the offers CHANGED OR EVOLVED OVER THE LAST FEW
actually closing! YEARS? DO YOU EXPECT YOUR STRATEGY TO
CHANGE/EVOLVE POST-ELECTION AND A NEW
DO YOU THINK THE RELUCTANCE TO FTC COMMISSIONER IS BROUGHT IN?
PURSUE MERGERS AMONGST LARGE CAP IS
TRICKLING DOWN TO LOWER-MIDDLE MARKET I tend to only play quirkier edge case M&A; that has
MANAGEMENT TEAMS? gotten more common as we’ve seen a more aggres-
sive regulatory state that’s willing to pursue antitrust
Again, no, don’t think so for regulatory reasons. I do cases outside of normal lines (to bring up a sad
think a lot of companies I talk to are hesitant about example, I don’t think any previous administration
mergers for other reasons (financing is more expensive would have tried to block SAVE / JBLU, for example.
than two years ago, economic fears, political uncer- And, to hit on both parties, there is only one ad-
tainty)…. In my talks with mgmt. teams, it feels to me like ministration in history that would have pursued the
there’s a little more uncertainty / fear here then a few T / TWX antitrust case). If we get a less aggressive
years ago…. But that’s my unscientific / gut opinion. regulator, there will probably be more plain vanilla
merger arb; great for arbs, not for me!
THERE’S A NOTION IN THE M&A WORLD
THAT LARGER CAP NAMES ARE SITTING ON To subscribe to the Yet Another Value Podcast and
THE SIDELINES FOR WHEN EITHER A NEW Newsletter, please visit: https://www.yetanotherval-
ADMINISTRATION COMES IN, WHERE MOST ueblog.com/

IEH Corporation (OTC: IEHC)
Q&A WITH IEH

CORPORATION
1. LET’S START WITH A QUICK 3. ARE THERE ANY INDUSTRY

OVERVIEW OF THE COMPANY. TAILWINDS TO PUSH FORWARD
SOME OF THE COMPANY’S
I
EH Corporation is a connector GOALS AND OBJECTIVES FOR
manufacturer, primarily serv- 2025?
ing the defense, commercial
aerospace and space markets. Geopolitcal events continue to
Our printed circuit board (PCB) drive global defense spending,
connectors, custom interconnects which bodes well for IEH, as we
and contacts employ Hyperboloid are a trusted, long-term and often
technology, a pin-socket interface sole-source supplier of mission-
that is renowned for its’ rugged- critical interconnects for equipment
ness, reliability and durability. and programs that continue to
be acquired and implemented
A 4th-generation, family-managed worldwide.
Dave Offerman, President, CEO at IEH
company in business since 1941,
Corporation
IEH maintains two manufacturing 4. LOOKING AHEAD, FROM WHAT
facilities in Brooklyn, NY and Allentown, PA and YOU CAN TELL US, WHAT ARE SOME OF THE
serves defense contractors, aerospace integrators COMPANY’S VALUE CATALYSTS FOR 2025?
and other end users in over 40 countries. We are
mil-spec approved and ISO-certified. Increased defense spending, Boeing’s eventual re-
covery and uptick in production, as well as increased
2. 2024 IS PRETTY MUCH IN THE BOOKS, WHAT forays into additional markets, namely space, medi-
ARE SOME HIGHLIGHTS FOR THE COMPANY FOR cal and industrial, where we see growing demand for
2024? DID THE COMPANY ACCOMPLISH ALL THE our specialized, rugged interconnects.
GOALS IT SET FOR ITSELF IN THIS CALENDAR
YEAR? For more information about IEH Corporation, please
visit: https://www.iehcorp.com/
After a difficult few years following the COVID-
induced downturn in commercial aerospace, supply
chain disruptions and stark changes in defense
spending, IEH has been on a recovery trajectory
since the 2nd half of 2023, extending into this
calendar year. Despite the challenges facing Boeing,
one of our largest end users, we anticipate this
growth continuing into 2025 and beyond.


AS I A CO R N ER
// By Leslie Richardson
HONG KONG’S
BATTERED IPO
MARKET REMAINS
HOPEFUL
Following four consecutive down years on the Hang Seng Index,
international investors have cooled on the Hong Kong markets.
H
ighlighting the investors’ sentiment, Stephen global financial hub. The measures include expand-
Roach, Former Chair of Morgan Stanley Asia, ing the scope of eligible exchange-traded funds
raised his concerns that “the Hong Kong (ETFs) under the Stock Connect; incorporating real
market is over” in an article published in the Financial estate investment trusts (REITs) into the Stock Con-
Times after the Hang Seng Index dropped below nect; supporting the inclusion of yuan-denominated
15,000 in January. Mr. Roach stated the decline was stocks into southbound Stock Connect; enhancing
due to a combination of domestic politics, mainland the scheme of mutual recognition of funds; and
China’s economic challenges and global develop- supporting the listing of leading mainland companies
ments. Specifically noting that the deteriorating in Hong Kong. These measures are expected to
relationship between China and the US has “gone expand the channels for capital flows as well as
from bad to worse” with Hong Kong being caught in improve market liquidity and stability in Hong Kong.
the middle. Following the new measures, southbound fund flows
rose to HK$445 billion as of August, for an increase
More recently, the pressure on Hong Kong’s tech of 203% over net fund inflow of HK$147 billion in
sector has ramped up as the US announced it is the same period in 2023 and more than the total
floating tougher trade rules on China’s chip makers 2023 net fund inflow of HK$307 billion. Along with
along with Walmart selling 144.5 shares in JD.com boosting the Hong Kong markets, the measures are
at an 11% discount as the company wound down an expected to accelerate the movement of RMB on
11-year partnership. Many Hong Kong-listed tech a cross-border basis which will help promote the
companies have big foreign shareholders which RMB’s internationalisation to the next level. Adding
spurred concerns they may follow suit driving tech additional support to the market are stock buybacks.
companies’ stocks like Kuaishou Technology, Alibaba Buybacks in Hong Kong this year reached an all-time
Group Holding and Xiaomi down on the news. high of HK$164.8 billion, surpassing last year’s total
by 30 per cent, according to benchmark compiler
In defence of Hong Kong, several prominent govern- Hang Seng Indexes Company. The combination of
ment officials responded by emphasizing the city’s buybacks and strong inflow of funds from mainland
resilience and economic strength while China’s CSRS investors propelled a rebound in the Hang Seng
introduced five measures to strengthen ties between index to a 5.5% increase YTD as of the end of
the two markets and boost Hong Kong’s status as a August.

HONG KONG IPO MARKET WEAKEST SINCE THE on the HKEX is expected to fuel the IPO market in
GLOBAL CRISIS the second half of the year. While PwC remains
cautious, the company estimates as many as 50
Once the world’s top IPO venue, Hong Kong fell to companies may go public, bringing total listing
13th in the first half this year as it recorded its lowest for the year to around 80, with some raising over
first half total of IPOs in over two decades. Twenty- HK$5b. PwC added that the major factors driving
seven companies raised a total of HKD$11.6 billion, the increase in IPOs include the end of the interest
representing a decrease of 35% and 15% in funds rate hike cycle as well as global capital from Europe,
and deal volume, respectively, compared to the first the United States, and the Middle East returning to
half of 2023, according to KPMG. There were no Asia. The market focus in the second half of the year
mega or large listings. Completed IPOs from com- is expected to be in TMT, AI and retail, consumer
panies in TMT, consumer markets and healthcare / goods & services. The anticipated bigger listings
life sciences sectors led the market in terms of total and mega-deals include Geely-backed ride-hailing
funds raised, recording HKD$4.6 billion, HKD$2.8 company Caocao Chuxing, bottled drinks maker
billion and HKD$1.5 billion, respectively. China Resources Beverages, jewelry chain Zhou Liu
Fu, Hozon Auto, which produces electric cars under
The biggest IPOs in Hong Kong in the first half was the Neta brand, SF Holding, parent of courier opera-
from tea shop giant Sichuan Baicha Baidao Industrial. tor SF Express and appliance maker Midea Group.
The Chengdu-based company raised HK$2.58 billion
in April. Other listings during the period were under Another recent noteworthy event is Alibaba’s
HK$1 billion each including Alibaba-backed Robo- completion of its long-delayed conversion to a
Sense Technology which raised HK$985 million in a primary listing from secondary status on the Hong
share sale in January. The company develops laser Kong Stock Exchange. The move is a significant deal
imaging, detection and ranging (LiDAR) sensors for for the city as it could provide an additional tailwind
self-driving cars. considering Alibaba’s scale and importance to the
mainland’s tech-economy narrative could unlock
Despite the weak start in the IPO markets this year, billions in new investments. The move qualifies the
investors remain hopeful as fundraising activity technology giant to sell shares to mainland China’s
showed signs of warming during the second quarter 220 million stock investors which could attract US$12
following a 50 per cent quarter-on-quarter increase billion in funds. Joe Tsai, Co-founder and Chairman
in new listings. Eighteen companies, including of Alibaba commented that the main reason for
artificial intelligence-powered drug researcher Quan- Alibaba to proceed with the dual primary listing
tumPharm, raised a total of HK$8.6 billion during the is because they want to tap into the southbound
second quarter, 79 per cent more than the first three capital flows through the Stock Connect programme.
months, according to HKEX data. QuantumPharm, a
Chinese AI-driven drug research company known as Ms. Leslie Richardson has over 20 years of investment management and equity
research experience. She operates a boutique investor relations firm in Hong
XtalPi, is the first company to list in Hong Kong under Kong for Asian companies listed in the U.S. and Hong Kong. She also assists
the new rule, Chapter 18C, introduced in March 2023. private companies develop investment material and build an investor following
in preparation for a public listing. Additionally, she is the Asian Correspondent
Chapter 18C was specifically implemented to attract for Micro-Cap Review, www.microcapreview.com, a financial magazine focused
specialist technology startups to list in the city. The on mirco-cap companies. Previously, she worked for CCG Elite in assisting
Asian-based, U.S. listed clients formulate key communication strategies. Ms.
Tencent-backed company was the second biggest Richardson began her investment career at U.S. Trust Company then went
IPO this year, raising HK$989 million in June. on to join Odyssey Advisors as a portfolio manager and Director of Research.
Ms. Richardson specialized in high growth sectors such as bio-tech, alternative
energy, IT and telecommunications. She earned her M.B.A. from the University of
With the momentum of Hong Kong’s initial public Southern California. Ms. Richardson is based in Hong Kong. www.elite-ir.com.
offerings picking up, confidence in the Hong Kong
market is improving. However, a key factor in
maintaining that momentum in flow of funds as well
as determining the level of rebound in the Hong
Kong IPO market in 2024 will be the timetable of US
interest rate cuts over the next three quarters.
The pipeline of over 100 active applicants to list

Leslie Richardson does not own any of the stocks mentioned in this article.
OPI NI O N
Q&A WITH INDEPENDENT

INVESTMENT
RESEARCH (IIR)
SPONSORED RESEARCH – MANAGING EXPECTATIONS
by Mamun Rashid Esq., CPA, IIR Founder
PMC: PLEASE BEGIN WITH AN PMC: REACHING NEW

OVERVIEW OF SPONSORED SHAREHOLDERS WITH
RESEARCH FOR MICROCAP OUTREACH USING RESEARCH:
PUBLIC COMPANIES: PLEASE IF RESEARCH IS MOST VALUED
DISCUSS A) MIFID LL, B) LACK OF BY WHO READS IT, WHAT IS IIR’S
COVERAGE BY US INVESTMENT INSTITUTIONAL DISTRIBUTION
BANKS, POTENTIAL COMPLIANCE AND OUTREACH?
PROBLEMS, C) IS ANY RESEARCH
BETTER THAN NO RESEARCH? Reaching New Shareholders with
Research
Overview of Sponsored Research
IIR: IIR’s institutional distribution
IIR: Company: In the post-MiFID II ensures research reaches those
world, many U.S. investment banks who value it most: decision-makers.
avoid covering smaller companies With over10,000 global subscrib-
Mamun Rashid Esq., CPA, IIR Founder
due to compliance complexities ers, our insights are distrib-
and limited profitability, leaving uted through leading platforms
these issuers underserved. Sponsored research like Bloomberg, FactSet, Reuters, and Capital IQ,
fills this gap, offering transparent, independent targeting institutional investors, fund managers,
analysis to connect issuers with shareholders. While and family offices. This unmatched reach connects
not a “house” product tied to investment banking, issuers with key shareholders, enhancing visibility
sponsored research ensures smaller issuers gain and fostering trust. By prioritizing broad access and
visibility and credibility in the market. For sharehold- independence, IIR helps bridge the gap between
ers, any professional research—when objective—is companies and investors seeking objective, action-
better than none, as it provides insights essential for able insights.
informed decision-making and market engagement.
PMC: HOW DOES IIR RESEARCH DIFFER FROM
MiFID ll: Key policies of MiFID II include increased OTHER SPONSORED RESEARCH SOURCES?
transparency in transactions and costs, diminishing
OTC and dark pool trading, and ending legalized IIR stands apart by focusing on MicroCap/SmallCap
conflicts of interest that potentially put clients in equities with global institutional reach. When a
the hands of investment managers using them for sponsored research group does investor relations
commissions with third parties. and holds their own conferences, we think that
mitigates independence.

IIR emphasizes strict editorial independence, with no price target is lower than the Broker/ Bank Sell side
ties to capital markets, ensuring unbiased research research.
for wealth managers and institutional clients.
Outcome
IIR’s reputation as one of the Best MicroCap
Equity Research House in the U.S. IIR’s reports The result we feel is unbiased, actionable insights
on platforms like Bloomberg and Factset ensure tailored for institutional and retail investors, helping
unparalleled accessibility. them make informed decisions while fostering trust
Note: IIR was Awarded Top Equity Research Solutions between issuers and shareholders.
Provider 2023 by Financial Services Review Magazine
PMC: LET’S DISCUSS THE HIRE OF IIR? HOW DOES
PMC: HOW DOES IIR REMAIN UNBIASED AND HOW IT WORK? WHAT DOES ISSUER RECEIVE?
DO YOU PRODUCE UNBIASED RESEARCH?
IIR: Issuers pays to engage IIR to obtain independent
IIR: IIR maintains objectivity by adhering to strict edi- equity research, enhancing visibility among inves-
torial independence. Analysts are not influenced tors. IIR provides continuous coverage which is
by issuer performance, capital-raising activities, or akin to a Broker style coverage in terms providing
securities pricing. All research contracts explicitly an Initiation of coverage, which is usually followed
prohibit promotional bias and are governed by U.S., by update reports including quarterly reports and/
European, and Australian regulations. or flash notes. The reports are comprehensive
Research Process of institutional quality, including financial analysis,
valuation, and peer comparisons. These reports
1. Data Collection: Analysts gather financials, peer are distributed through platforms like for example
comparisons, and sector insights. Bloomberg FactSet, and other platforms reaching a
2. Valuation Models: Price targets are developed broad institutional audience.
using discounted cash flow (DCF), earnings multiples,
and comparable company analysis. PMC: WHY SHOULD AN ISSUER HIRE IIR OVER
3. Independent Review: Reports undergo a OTHER US RESEARCH FIRMS?
compliance check to ensure they meet regulatory
standards and objectivity. IIR: 1. Global Recognition: IIR was voted one of the
Best Research Houses in the U.S. (2023) setting it
IIR does not provide “Buy, Sell, hold” ratings - apart from other firms.
simply ascribes a price target. Also, usually IIR’s

2. True Independence: Unlike many U.S. firms, IIR IIR: IIR emphasizes that independent research is
has no ties to capital-raising or securities dealings, not a promotional tool or a guarantee for immedi-
ensuring unbiased research. ate stock price appreciation. Instead, the focus is
on long-term value creation by providing unbiased,
3. Unparalleled Reach: IIR distributes through major high-quality analysis that increases visibility and
platforms like Bloomberg, FactSet, and Reuters, of- credibility with investors. IIR sets clear expectations
fering broader access than most U.S.-focused firms. with issuers about the role of research in fostering
informed decision-making among shareholders and
4. Proven Expertise: Focus on MicroCap/SmallCap potential investors.
equities ensures tailored, actionable insights for
under-covered issuers. Key Benefits to Issuers:
5. Regulatory Compliance: Reports meet stringent 1. Enhanced Credibility: Independent research

U.S., European, and Australian standards, trusted by signals transparency and professionalism, increasing
global investors. trust among institutional and retail investors.
IIR delivers research on a continuous coverage 2. Broader Investor Base: Research distributed on
basis akin to a Brokers research, but applying the platforms like Bloomberg and FactSet ensures wide
standards of being independent. visibility among fund managers, family offices, and
advisors.
PMC: HOW LONG DOES THE REPORT TAKE TO
COMPLETE? 3. Improved Liquidity: Greater awareness often
translates into higher trading volumes and market
IIR: The report usually takes 8 weeks from com- engagement.
mencement date.
4. Valuation Insight: Clear, data-driven valuation
The duration to complete an equity research report analyses help existing shareholders and potential
varies based on factors such as the complexity of investors understand the company’s true potential.
the company, data availability, and the depth of
analysis required. For comprehensive “Initiating 5. Long-Term Shareholder Value: By maintaining
Coverage” reports, which are detailed and provides a steady flow of updates and insights, IIR research
the milestones to be monitored for the update helps build investor confidence, which supports
notes/ In contrast, shorter updates or “Flash sustainable stock price performance over time.
Reports” may be completed within a few days, as
they focus on recent developments and require less IIR positions its research as a tool for strategic
extensive analysis. investor engagement and trust-building, fostering
long-term shareholder value beyond short-term
PMC: HOW DO YOU MANAGE C LEVEL market reactions.
MANAGEMENT EXPECTATIONS?
Managing Expectations:


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10 The Private Equity and Equity Approach: The

Devonshire Strategy with Ben Claremon, Partner at

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30 What Happens When a Company is 72 Six Questions for Microcap Companies

36 Delisted Or About to Be?

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WHY THE NEED TO TALK

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DELISTED NOW WHAT?

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Why was the issuer delisted? If trades occurred on the day

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Glendale Securities is a member of NASDAQ, CBOE,

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Q&A WITH BQE WATER

Water. Environment. Social accept- need to adjust to it as well; while

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VALUE CATALYST FOR 2025 ?

There are several. Very obviously we will organically

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