INVESTMENT BANKING
HARNESS THE POWER OF THE CROWD
Cambria’s Investment Banking Group focuses on identifying, financing and advising emerging growth companies as they expand and develop into tomorrow’s market leaders. Cambria Capital strives to become a leader in providing emerging growth companies with ready access to the capital markets and a wide variety of financial advisory services. By focusing exclusively on emerging growth companies, Cambria has developed an in-depth understanding of these companies, their entrepreneurial managers and their highly specialized financing needs. Cambria’s strategy stems from its ability to evaluate and execute complex transactions that create long-term shareholder value.
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Cambria Capital has two distinct groups of clients: promising emerging growth companies seeking additional capital for expansion, and investor clients seeking to generate returns by investing in quality growth companies. Cambria Capital’s sales professionals have strong and enduring relationships with a large network of retail investors; including hundreds of high-net worth investors.
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Cambria is highly dedicated to both groups. With respect to our investor clients, Cambria seeks to forge lasting relationships with our investors based on a foundation of sound, creative and candid investment advice. Where regulation’s permit, Cambria’s principals invest side by side with our investor clients in the transactions that we undertake, ensuring our investor clients that their interests are closely aligned with the interests of Cambria.
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Cambria’s corporate finance services involve structuring, marketing and execution of financing transactions in the public and private markets, including:
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Regulation A+ Offerings
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Regulation CF (Crowdfunding)
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IPO’s & Secondary Offerings
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Private placements of equity and debt securities, including private placements under Rule 506(c) that employ general solicitation and general advertising
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PIPEs (Private Investments in Public Equities)
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APOs (Alternative Public Offerings) that combine reverse merger transactions with a concurrent PIPE
In addition, Cambria offers a broad range of advisory services, including:
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Public and private mergers and acquisitions
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Valuations and fairness opinions
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Strategic Advisory services
REGULATION A+ OFFERINGS
In addition to helping clients invest in traditional IPOs, private placements and other traditional securities offerings, we help companies that desire to raise capital under the amended Regulation A, often referred to as Regulation A+, a streamlined way for companies to make a public offering of their securities which permits general solicitation and advertising to investors during the period prior to the filing of an offering statement with the SEC.
Regulation A+ has the potential of transforming the capital markets by permitting eligible private companies to raise up to $50 million dollars under a reduced regulatory and reporting regime and allows these companies to go public more quickly than a traditional IPO. Private companies organized and based in the United States and/or Canada are able to raise capital under newly amended Regulation A+. Selling security holders of private companies qualified to use Regulation A+ may also sell securities in Regulation A+ offerings, subject to certain limitations. Under Tier I offerings, issuers may offer securities up to $20 million in a 12-month period once the offering is qualified with the Securities and Exchange Commission (SEC) and in each state in which the offering will occur with no investment limitation. Under Tier II, issuers may offer securities up to $50 million in a 12-month period once the offering is qualified with the SEC, with an investment limitation of no more than: (a) 10% of the greater of annual income or net worth (for natural persons); or (b) 10% of the greater of annual revenue or net assets at fiscal yearend (for non-natural persons). This limit does not, however, apply to purchases of securities that will be listed on a national securities exchange upon qualification or purchases by Accredited Investors.
Regulation A+, unlike a traditional IPO, does not require a quiet period prior to the filing of an offering statement with the SEC and general solicitation and advertising may be used, including social media, direct mail, television, radio and the company’s own website. An eligible private company may immediately begin soliciting nonbinding indications of interest, including through general solicitation and general advertising, in a Regulation A+ offering (i.e., before it files its offering statement with the SEC) from both accredited and non-accredited investors without pre-filing solicitation materials with the SEC. After this company files its offering statement with the SEC and the offering statement is qualified by the SEC, the company may begin making sales of securities under Regulation A+ to both accredited investors and, with certain limitations on the amount of securities that may be sold, as described above, to non-accredited investors.
As a result, a company that successfully completes a Regulation A+ offering may be quoted on the over-the-counter market or, if it satisfies the listing requirements, may list on the NASDAQ or NYSE.
The benefits of going public through a Regulation A+ Offerings, as opposed to an IPO, are the following:
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The costs are significantly less than the costs required for an initial public offering
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The time required can be less than for an IPO
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Ability to “test the waters” to gauge demand of offering before most of the up-front costs have been expended
This process not only requires a thorough understanding of general securities laws, but also specific expertise and methodology relative to this type of transaction. Cambria Capital has the ability to provide a comprehensive solution for our clients. Together with the company’s management, legal and accounting advisors and representatives, we can assist businesses in handling all facets of the Regulation A+ process. Our professionals have expertise in all of the areas that are required to successfully complete a Regulation A+ offering, including strategic planning, corporate and securities law, SEC accounting and investor relations.
If you are an investor and would like to learn more about Regulation A+ Offerings and other investment opportunities available through Cambria, please contact a Cambria Registered Representative at 877-226-0477 or email us at client services.
REGULATION CF (CROWDFUNDING)
Crowdfunding is a method of raising capital through the collective effort of friends, family, customers, and individual investors.
This approach taps into the collective efforts of a large pool of small investment amounts from individuals rather just large investment amounts from accredited investors such as venture capital, private equity, institutional investors or the wealthy had access to investing in private companies. Funds are primarily raised online via social media and crowdfunding platforms to leverage their networks for greater reach and exposure.
n order to rely on the Regulation Crowdfunding exemption, certain requirements must be met.
Maximum Offering Amount of $1,070,000
A company issuing securities in reliance on Regulation Crowdfunding (an “issuer”) is permitted to raise a maximum aggregate amount of $1,070,000 in a 12-month period. In determining the amount that may be sold in a particular offering, an issuer should count: the amount it has already sold (including amounts sold by entities controlled by, or under common control with, the issuer, as well as any amounts sold by any predecessor of the issuer) in reliance on Regulation Crowdfunding during the 12-month period preceding the expected date of sale, plus the amount the issuer intends to raise in reliance on Regulation Crowdfunding in this offering. An issuer does not aggregate amounts sold in other exempt (non-crowdfunding) offerings during the preceding 12-month period for purposes of determining the amount that may be sold in a particular Regulation Crowdfunding offering.
Investors Subject to Limits
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Individual investors are limited in the amounts they are allowed to invest in all Regulation Crowdfunding offerings over the course of a 12-month period: If either of an investor’s annual income or net worth is less than $107,000, then the investor’s investment limit is the greater of: $2,200 or 5 percent of the lesser of the investor’s annual income or net worth. If both annual income and net worth are equal to or more than $107,000, then the investor’s limit is 10 percent of the lesser of their annual income or net worth. During the 12-month period, the aggregate amount of securities sold to an investor through all Regulation Crowdfunding offerings may not exceed $107,000, regardless of the investor’s annual income or net worth. Spouses are allowed to calculate their net worth and annual income jointly.
This chart illustrates a few examples of the investment limits:
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Transactions Conducted Through an Intermediary
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Each Regulation Crowdfunding offering must be exclusively conducted through one online platform. The intermediary operating the platform must be a broker-dealer or a funding portal that is registered with the SEC and FINRA. Issuers may rely on the efforts of the intermediary to determine that the aggregate amount of securities purchased by an investor does not cause the investor to exceed the investment limits, so long as the issuer does not have knowledge that the investor would exceed the investment limits as a result of purchasing securities in the issuer’s offering.
Eligibility
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Certain companies are not eligible to use the Regulation Crowdfunding exemption. These include: non-U.S. companies; companies that already are Exchange Act reporting companies; certain investment companies; companies that are disqualified under Regulation Crowdfunding’s disqualification rules; companies that have failed to comply with the annual reporting requirements under Regulation Crowdfunding during the two years immediately preceding the filing of the offering statement; and companies that have no specific business plan or have indicated their business plan is to engage in a merger or acquisition with an unidentified company or companies.
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Pre-Money Valuation
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A pre-money valuation is a term widely used in private equity or venture capital industries, referring to the valuation of a company or asset prior to an investment or financing. If an investment adds cash to a company, the company will have different valuations before and after the investment.
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Investor Annual Income
Investor Net Worth
Calculation
Investment Limit
$30,000
$105,000
Greater of $2,200 or 5% of $30,000 ($1,500)
$2,200
$150,000
$80,000
Greater of $2,200 or 5% of $80,000 ($4,000)
$4,000
$150,000
$200,000
$1,200,000
$107,000
$900,000
$2,000,000
10% of $107,000 ($10,700)
10% of $200,000
$10,700
$20,000
10% of $1,200,000 ($120,000), subject to
$107,000 cap
$107,000
IPOs & SECONDARY OFFERINGS
At Cambria, in addition to providing you with the opportunity to invest in growth companies that are undertaking Regulation A+ offerings, we also provide our investor clients with the opportunity to invest in traditional IPOs, which are initial public offerings of securities by a private company that is going public, and secondary offerings, which are offerings of new securities for public sale by a company that is already public. We strive to identify growth companies that satisfy the suitability needs of our investing clients.
If you are an investor and would like to learn more about IPO’s & Secondary Offerings and other investment opportunities available through Cambria, please contact a Cambria Registered Representative at 877-226-0477 or email us at client services.
PRIVATE PLACEMENTS
Cambria Capital specializes in raising capital for small to medium sized public and private companies. Through our network of accredited investors, our goal is to complete your financial objectives and assist you with building shareholder value.
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For companies seeking capital, Cambria Capital facilitates privately negotiated direct investments, structuring and executing financing strategies, from early-stage seed capital to later stage equity sponsorship, including both debt and equity issues, equity lines of credit and other equity linked securities.
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Cambria is well positioned to capitalize on investment opportunities generated by the extensive networks of relationships in the investment community, including institutions, venture capital firms, mezzanine funds, specialized investment funds, strategic equity and other investor groups.
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Our team has vast experience in establishing investment structures, identifying sources of investment capital, and placing the following:
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Common Stock
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Preferred Stock
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Convertible Preferred Stock
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Convertible Notes and other
Equity-linked securities and debt
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Our team supports clients at all stages:
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Conducting valuation analysis and validation;
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Arranging investor meetings, negotiating with investors and counsel, structuring and closing the transaction; and
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Continuing in an advisory role with respect to financing/liquidity needs and maintaining company visibility at company events and conferences.
If you are an investor and would like to learn more about private placements and other investment opportunities available through Cambria, please contact a Cambria Registered Representative at 877-226-0477 or email us at client services
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Cambria’s investors are advised that they are exposed to all of the risks associated with investments in companies that are in an early state of development that may be operating at a loss or with substantial variations in operating results from period to period, and that may need substantial additional capital to support expansion or to achieve or maintain profitable operations and/or a competitive position. The emerging growth companies financed by Cambria may face intense competition in their respective industries from companies with greater financial resources, more extensive development, manufacturing, marketing and service capabilities, and a larger number of qualified managerial and technical personnel. In addition, many of these companies are in rapidly changing high technology fields or in intensely regulated industries where they face additional risks of product and technological obsolescence or rapidly changing regulatory environments which could adversely affect their prospects, and over which Cambria and its investors will have little or no control.
PIPES & REGISTERED DIRECT OFFERINGS
Today, there still exist numerous public companies that are either struggling to finance their existing growth plans or bridge themselves to profitability. While trading volumes remain attractive for some of these businesses, the secondary offering market has withered as readily available sources of growth capital have dried up. This funding gap has led to the “reinventing” of the relationship between the public and private capital markets. An increasing number of public companies have turned to alternative forms of financing such as Private Investment in Public Equities (PIPEs), in which publicly traded companies access new capital through the sale of stock directly to a select group of private investors.
Private Investments in Public Equities (PIPEs) involve the privately negotiated sale of unregistered securities by a public company to a select group of institutional and/or accredited investors. The PIPE market has grown to $21 billion annually.
The prominent features of PIPE transactions include:
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Investors purchase restricted shares, but are permitted to re-sell securities into the marketplace at such time as a registration statement has been filed and declared effective. Typically, a registration statement is filed within 30 days and declared effective within 90 to 120 days after Closing.
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Securities are typically sold at a discount to market and typically include warrants to compensate investors for the lack of immediate liquidity.
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PIPEs are typically quicker and more cost-effective transactions than registered secondary offerings.
PIPEs can take on a variety of forms with the most common being the issuance of convertible securities, such as convertible debt or convertible preferred stock, or common stock, at a fixed conversion ratio or at a specified discount to the current market price.
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Well-structured PIPEs are an efficient method of raising capital that satisfy all parties’ objectives.
A Registered Direct (RD) offering is a “public style” transaction which is an extension of the PIPE market. Registered Direct offerings have grown rapidly during the past several years. An RD offering is a “best efforts” placement of registered equity off an issuer’s existing effective shelf registration statement, generally, to a targeted number of institutional investors; the common stock is immediately eligible for resale.
If you are an investor and would like to learn more about PIPEs, Registered Direct Offerings and other investment opportunities available through Cambria, please contact a Cambria Registered Representative at 877-226-0477 or email us at client services
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Some of the companies financed in PIPE transactions face intense competition in their respective industries from companies with greater financial resources, more extensive development, manufacturing, marketing and service capabilities, and a larger number of qualified managerial and technical personnel. In addition, many of these companies are in rapidly changing high technology fields or in intensely regulated industries where they face additional risks of product and technological obsolescence or rapidly changing regulatory environments which could adversely affect their prospects, and over which Cambria and its investors will have little or no control. In the case of PIPE financings, investors also face risks associated with a lack of liquidity and the possibility that an issuer may face delays in the filing and effectiveness of its registration statement.
MERGERS & AQUISITIONS
Our investment banking team has substantial experience in providing M&A expertise to numerous companies and industries. Our M&A specialists have experience advising on major M&A transactions and bring this special expertise to small capitalization companies. We also have the ability to raise capital through the public or private markets (debt or equity) in order to finance any buy side opportunity, thereby providing clients with an integrated solution to their M&A needs. We will assist the Company’s management team in all aspects of the buyout including (i) valuing the business to be purchased, (ii) structuring a transaction and (iii) raising all components of the required financing.
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Merger and Acquisition activity hinges on the clear identification of client goals and the implementation of those goals. Based on the industry experience of the firm, we have dedicated ourselves to a full range of M&A advisory services to meet our client’s objectives including:
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Buy side assignments
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Sell side assignments
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Divestitures
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Corporate Partnering
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Restructuring
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Re-capitalization
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Management Buy-outs
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Takeover Defense
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Liquidations
VALUATIONS & FAIRNESS OPINIONS
In relation to financial offerings and Merger & Acquisition activity, the marketplace ultimately determines a company’s valuation. However, many transactions require formal fairness opinions. We have the experience in assessing a company’s market, competition and operating performance to realistically identify the perceived value for potential buyers or sellers.
STRATEGIC ADVISORY
In support of the corporate finance and M&A advisory services provided, Cambria assists clients in identifying and articulating strategic goals and objectives. Cambria’s advisory professionals have extensive experience in creating long-term strategic plans focused on improving operations and building market-share and equity value.
Cambria’s approach to strategic analysis incorporates the assumption that the competitive landscape is constantly changing, and therefore strategic management requires ongoing reassessment and planning in order to meet long-term objectives. Our strategic plans redefine a company’s focus by achieving financial objectives through disciplined planning and execution. Our strategic planning services include competitive analysis, management advisory, strategic partnerships and joint ventures, and financial analysis.
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As a firm, our strategy is to work closely with a select group of clients to help them develop a sustained competitive advantage and drive improved bottom-line results. We pursue a limited number of deep relationships with clients facing high stakes issues that demand a rigorous, in-depth, analytically intensive approach. These issues are typically complex, involving a rapidly enduring competitive landscape and shifting economics which have ramifications throughout a business. Our broad experience of working with senior managers enables us to turn our insights into practical, actionable programs that good operating managers can implement.
CLOSED TRANSACTIONS
*Cambria Asset Management, LLC, parent of Cambria Capital, LLC, assisted in the negotiations and acted as financial advisor in connection with the above transaction.
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**Cambria Asset Management, LLC, parent of Cambria Capital, LLC, acted as a financial advisor to Bionovo, Inc. in connection with the private placement of the above securities.
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***If Cambria Capital is not the sole placement agent for an offering then capital amounts reflected above include capital raised by other selling group members or placement agents. All capital amounts above reflect the total amount each Company raised in their offering.
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