House Majority Leader McCarthy on the Trump Administration’s New Rules to Protect Religious Freedom – by Ronald Woessner

November 8, 2018, Washington, D.C. – House Majority Leader Kevin McCarthy (CA-23) released the following statement on the Trump Administration’s announcement of new rules to protect religious freedom and ensure federal taxpayer dollars do not fund abortions:

“The three announcements by the Department of Health and Human Services today are clear victories in the fight for life and religious freedom.

“The rules affirm and strengthen the long-standing ban on federal funding for abortion, which is supported by a clear majority of Americans.

“HHS also announced it is finalizing the religious exemption to Obamacare’s contraceptive mandate. This rule will ensure religious believers and other moral objectors cannot be forced by the government to violate their most deeply held beliefs.

“These regulations add to the pro-life achievements of the Republican-led House, which has worked for years to secure religious freedom and the right to life.

“Republicans will continue to fight for a country where everyone has the rights and legal protection they deserve. Today’s announcements are a big step forward.”

Visit the HHS website for more information on these announcements.

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Mr. Woessner’s bio appears here.

 

Business JOBS Act 3.0 Legislation Pending in House – by Ronald Woessner

The Financial Services Committee of the US House of Representatives earlier this year approved and sent to the US House for vote a package of bipartisan capital markets legislation to help America’s small business and entrepreneurs and to protect investors and the US capital markets. The legislative package, if approved by the House during this Congress, could be included in the “JOBS and Investor Confidence Act of 2018,” also known as “JOBS Act 3.0,” which was approved by the US House of Representatives and sent to the US Senate with broad bipartisan support this past Summer of 2018.

This is the third article on the topic of JOBS Act 3.0 and follows article one and article 2 published yesterday regarding JOBS Act 3.0.

H.R. 1645, Fostering Innovation Act – Sponsored by Rep. Kyrsten Sinema (D-AZ) and cosponsored by Rep. Trey Hollingsworth (R-IN), the “Fostering Innovation Act of 2017” amends Section 404(b) of the Sarbanes-Oxley Act (SOX) to extend the exemption to comply with the law for certain low-revenue emerging growth companies (EGCs) that would otherwise lose their exempt status at the end of the five-year period that applies under current law.

The bill passed the Financial Services Committee with a bipartisan vote of 48-12 on October 12, 2017.

H.R. 6177, Developing and Empowering our Aspiring Leaders (DEAL) Act – Sponsored by Rep. Trey Hollingsworth (R-IN), the “DEAL Act” requires the SEC to revise the definition of a qualifying investment to include equity securities acquired in a secondary transaction.

The bill passed the Financial Services Committee on July 11, 2018 on voice vote.

H.R. 6319, Expanding Investment in Small Businesses Act – Sponsored by Rep. Randy Hultgren (R-IL), the “Expanding Investment in Small Businesses Act” requires the SEC to study whether the current diversified fund limit threshold for mutual funds constrains their ability to take meaningful positions in small-cap companies.

The Financial Services Committee passed the bill by voice vote on July 11, 2018.

H.R. 6320, Promoting Transparent Standards for Corporate Insiders Act – Sponsored by Rep. Maxine Waters (D-CA), the “Promoting Transparent Standards for Corporate Insiders Act” requires the SEC to consider certain types of amendments to Rule 10b5-1 to ensure that corporate insiders are not able to indirectly engage in illegal insider trading through changes to their trading plans.

The bill passed the Financial Services Committee on July 11, 2018 by voice vote. 

H.R. 6321, Investment Adviser Regulatory Flexibility Improvement Act – Sponsored by Rep.

Gwen Moore (D-WI) and cosponsored by Rep. Bill Huizenga (R-MI), the “Investment Adviser Regulatory Flexibility Improvement Act” directs the SEC to consider alternative methods for a business or an organization to qualify as a “small business” or “small organization” for the purposes of assessing the regulatory impact on investment advisers.

H.R. 6321 passed the Financial Services Committee by voice vote on July 11, 2018.

H.R. 6322, Enhancing Multi-Class Share Disclosures Act — Sponsored by Rep. Gregory Meeks (D-NY), the “Enhancing Multi-Class Share Disclosures Act” requires issuers with a multi-class share structure to make certain disclosures in any proxy or consent solicitation material that provide enhanced transparency regarding certain shareholders’ voting power.

It passed the Financial Services Committee by voice vote on July 11, 2018.

H.R. 6323, National Senior Investor Initiative Act of 2018 – Sponsored by Rep. Josh Gottheimer (D-NJ) and cosponsored by Rep. Trey Hollingsworth (R-IN), the “National Senior Investor Initiative Act of 2018” or the “Senior Security Act of 2018” creates an interdivisional task force at the SEC, to examine and identify challenges facing senior investors and requires the Government Accountability Office to study the economic costs of the exploitation of senior citizens.

The Financial Services Committee passed the bill by voice vote on July 11, 2018.

H.R. 6324, Middle Market IPO Underwriting Cost Act – Sponsored by Rep. Jim Himes (D-CT), the “Middle Market IPO Underwriting Cost Act” requires the SEC, in consultation with the Financial Industry Regulatory Authority, to study the direct and indirect costs associated with small and medium-sized companies to undertake initial public offerings.

The bill passed the Financial Services Committee on July 11, 2018 by voice vote.

H.R. 3555, Exchange Regulatory Improvement Act – Sponsored by Rep. Barry Loudermilk (R-GA) and cosponsored by Reps. Lee Zeldin (R-NY), Gregory Meeks,  (D-NY) and David Scott (D-GA), the “Exchange Regulatory Improvement Act,” as amended, requires the SEC to set forth the facts and circumstances it considers in determining what is a “facility” of an exchange.

The bill passed the Financial Services Committee on July 11, 2018 by voice vote.

H.R. 4281, Expanding Access to Capital for Job Creators Act – Sponsored by Rep. Ruben Kihuen (D-NV) and cosponsored by Rep. Alex Mooney (R-WV), the “Expanding Access to Capital for Rural Job Creators Act” amends the Securities Exchange Act of 1934 to have the SEC’s Advocate for Small Business Capital Formation identify any unique challenges to rural area small businesses when identifying problems that small businesses have with securing access to capital. H.R. 4281 also requires that the annual report made by the SEC’s Small Business Advocate include a summary of any unique issues encountered by rural area small businesses.

The bill passed the Financial Services Committee with unanimous bipartisan support, 60-0, on November 15, 2017.

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Mr. Woessner’s bio appears here.

 

Business JOBS 3.0 Legislation Pending in Senate (2nd article) – by Ronald Woessner

 

This article, the second of three articles, summarizes more of the individual pieces of strong, bipartisan capital-formation business legislation comprising JOBS Act 3.0 to help America’s small business owners and entrepreneurs and to protect investors.  JOBS Act 3.0 is pending in the US Senate.

The US House of Representatives approved and sent to the US Senate earlier this year legislative package known as the “JOBS and Investor Confidence Act of 2018,” or “JOBS 3” comprised of scores of individual pieces of business legislation approved by the House of Representatives with broad bipartisan support.

An earlier article summarized 11 individual bills included in the business legislative package.  This article summarizes 11 more of the individual bills included in the legislative package.

H.R. 4537, International Insurance Standards Act – Sponsored by Rep. Sean Duffy (R-WI) and cosponsored by Rep. Denny Heck (D-WA), the bill ensures that international insurance standards and agreements are consistent with our domestic insurance system and provides greater Congressional oversight and transparency on international insurance standard negotiations.

The bill passed the House by voice vote on July 10, 2018.

H.R. 4566, Alleviating Stress Test Burdens to Help Investors Act (Secs. 2 and 3) – Sponsored by

Rep. Bruce Poliquin (R-ME), the section of this legislation to be included in JOBS Act 3.0 amends the Dodd-Frank Wall Street Reform and Consumer Protection Act to exempt non-bank financial institutions not  primarily regulated by either a federal banking agency or the Federal Housing Finance Agency from the Dodd-Frank Act’s mandatory company-run stress-testing requirements. Additionally, the bill clarifies that the SEC and the Commodity Futures Trading Commission retain their authority to issue regulations to require non-bank financial companies to conduct periodic analysis of the financial condition of such companies under adverse economic conditions.

The bill passed the House on March 20, 2018 by strong bi-partisan support vote of 395-19.

H.R. 4768, National Strategy for Combating the Financing of Transnational Criminal

Organizations Act – Sponsored by Rep. David Kustoff (R-TN) and cosponsored by Rep. Kyrsten Sinema (D-AZ), H.R. 4768 requires the President, through the Secretary of the Treasury, to develop a national strategy to combat the financial networks of transnational criminal organizations (TCOs) not later than one year after the enactment of this Act and every two years thereafter. In particular, the strategy will assess the most significant TCO threats and the individuals, entities, and networks that provide financial support or facilitation to those TCOs.  It also reviews current goals, priorities, and actions against TCOs’ financial support networks and will recommend new ways to deter and prosecute those who financially enable TCOs.

H.R. 4768 passed the House by voice vote on March 6, 2018.

H.R. 5288, Common Sense Credit Union Capital Relief Act – Sponsored by Rep. Bill Posey (R-FL) and cosponsored by Rep. Denny Heck (D-WA), the bill delays the effective date of the rule used by the National Credit Union Administration titled “Risk-Based Capital” from 2019 to 2021. Included in HR 5841.

H.R. 5749, Options Markets Stability Act – Sponsored by Rep. Randy Hultgren (R-IL) and cosponsored by Rep. Bill Foster (D-IL), the legislation requires the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives as it relates to capital rules to better and more accurately reflect exposure and to promote  market-making activity.

On July 10, 2018, the bill passed the House with a unanimous vote of 385-0.

H.R. 5783, Cooperate with Law Enforcement Agencies and Watch Act of 2018 – Sponsored by Rep. French Hill (R-AR) and cosponsored by Rep. Bill Foster (D-IL), the “Cooperate with Law Enforcement Agencies and Watch Act of 2018” provides a safe harbor for financial institutions that maintain a customer account at the request of a Federal, State, tribal or local law enforcement agency.

The bill passed the House with overwhelming bipartisan support, 379-4, on June 25, 2018.

H.R. 5877, Main Street Growth Act – Sponsored by Rep. Tom Emmer (R-MN), the “Main Street Growth Act” amends the Securities Exchange Act of 1934 to allow for the registration of venture exchanges with the SEC to provide a venue that is tailored to the needs of small and emerging companies and offers qualifying companies one venue in which their securities can trade.

It passed the House by voice vote on July 10, 2018.

H.R. 5953, Building Up Independent Lives and Dreams (BUILD) Act – Sponsored by Rep. Barry Loudermilk (R-GA) and Rep. Brad Sherman (D-CA), H.R. 5953 allows certain non-profits that are conducting charitable mortgage loan transactions to use either the truth in lending (TIL), good faith estimate (GFE), and HUD-1 forms, or those required under the TILA-RESPA Integrated Disclosure (TRID) rule.

H.R. 5953 passed the House by voice vote on July 10, 2018.

H.R. 5970, Modernizing Disclosures for Investors Act – Sponsored by Rep. Ann Wagner (R-MO), the “Modernizing Disclosures for Investors Act” requires the SEC to provide a report to Congress with a cost-benefit analysis of emerging growth company (EGC) businesses use of SEC Form 10-Q, including the costs and benefits to investors and other market participants of the current requirements for reporting on Form 10-Q, as well as the expected impact of the use of alternative formats of quarterly reporting for EGCs. The bill also directs the SEC to report to Congress with recommendations for decreasing costs, increasing transparency, and increasing efficiency of quarterly financial reporting by EGCs.

The House passed H.R. 5970 by voice vote on July 10, 2018.

H.R. 6069, Fight Illicit Networks and Detect (FIND) Trafficking Act – Sponsored by Rep. Juan Vargas (D-CA) and cosponsored by Rep. Keith Rothfus (R-PA), the “FIND Trafficking Act” requires the Comptroller General of the United States to carry out a study on how virtual currencies and online marketplaces are used to buy, sell, or facilitate the financing of goods or services associated with sex trafficking or drug trafficking, and for other purposes.

The bill passed the House on June 25, 2018 by voice vote.

H.R. 6139, Improving Investment Research for Small and Emerging Issuers Act – Sponsored by Rep. Bill Huizenga (R-MI) and cosponsored by Rep. Maxine Waters (D-CA), the bill requires the SEC to carry out a study to evaluate the issues affecting the provision of and reliance upon investment research into small issuers and pre-IPO companies, including EGCs and other small issuers.

It passed the House by voice vote on July 10, 2018.

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Mr. Woessner’s bio appears here.

 

JOBS 3.0 Capital Formation Legislation Pending in US Senate – by Ronald Woessner

The US House of Representatives approved and sent to the US Senate earlier this year a package of strong, bipartisan capital-formation legislation to help America’s small businesses and entrepreneurs raise capital and to protect investors. The legislative package, known as the “JOBS and Investor Confidence Act of 2018,” is comprised of scores of individual pieces of legislation approved by the House of Representatives or the House Financial Services Committee with broad bipartisan support.  This so-called “JOBS Act 3.0” follows two earlier capital formation legislative packages, the “Jump Start our Business Startups Act of 2012”  (“JOBS Act 1.0″ ), and JOBS Act 2.0,” incorporated in  the “Fixing America’s Surface Transportation Act of 2015” (the “FAST Act”).

In commenting on the legislation, Congressman Jeb Hensarling (R-TX), Chairman of the House Financial Services Committee, wherein the bills originated, stated:

“Over the last several months, our Committee has been working hard to put forth a number of capital formation bills that are designed to breathe new life in markets that are suffocating under aging regulations,” said Hensarling. “Thanks to the efforts of the Ranking Member and Members of the Committee on both sides of the aisle, we have a strong bipartisan package that will play an important role in sustaining long-term economic growth and global competitiveness.”

This article, the first of three articles, summarizes 11 of the individual pieces of legislation JOBS 3.0 — all of which are pending in the Senate.

H.R. 79, Helping Angels Lead Our Startups (HALOS) Act – Sponsored by Rep. Steve Chabot (R-OH) and cosponsored by Rep. Kyrsten Sinema (D-AZ), this bill defines an “angel investor group” and clarifies a regulation issued by the Securities and Exchange Commission (SEC) to ensure that startups have the opportunity to make a presentation to interested parties without running afoul of the securities laws.

It passed the House on January 10, 2017 with strong bipartisan support, 344-73.

H.R. 435, The Credit Access and Inclusion Act of 2017 – Sponsored by Rep. Keith Ellison (D-MN) and cosponsored by Rep. Robert Pittenger (R-NC), the bill amends the Fair Credit Reporting Act (FCRA) to authorize an entity, including the Department of Housing and Urban Development (HUD) to furnish data to consumer reporting agencies regarding an individual’s history of on-time payments with respect to a lease, or contracts for utilities and telecommunications services.

The bill passed the House by voice vote on June 25, 2018.

H.R. 477, Small Business Mergers, Acquisitions, Sales & Brokerage Simplification Act of 2017 Sponsored by Rep. Bill Huizenga (R-MI) and cosponsored by Rep. Brian Higgins (D-NY), the bill alleviates costs to small business owners by simplifying the securities registration system for mergers and acquisition brokers who help transfer the ownership of small, privately held companies.  It also disqualifies “bad actors” from utilizing the simplified process and does not allow transactions involving shell companies.

H.R. 477 passed the House with unanimous bipartisan support, 426-0, on December 7, 2017.

H.R. 1585, Fair Investment Opportunities for Professional Experts Act – Sponsored by Reps. David Schweikert (R-AZ) and cosponsored by Reps. French Hill (R-AR), Carolyn Maloney (D-NY) and Kyrsten Sinema (D-AZ), H.R. 1585 modernizes the definition of accredited investor so those who do not have a high income or high net worth but do have the education and job experience to evaluate investment risks and merits can participate in the growth of promising companies.  This change will provide more Americans with greater investment opportunities and enable the businesses they invest in to create more jobs.

It passed the House by voice vote on November 1, 2017.

H.R. 1645, Fostering Innovation Act – Sponsored by Rep. Kyrsten Sinema (D-AZ) and cosponsored by Rep. Trey Hollingsworth (R-IN), the “Fostering Innovation Act of 2017” amends Section 404(b) of the Sarbanes-Oxley Act (SOX) to extend the exemption to comply with the law for certain low-revenue emerging growth companies (EGCs) that would otherwise lose their exempt status at the end of the five-year period that applies under current law. Included in HR 3978.

H.R. 2219, End Banking for Human Traffickers Act of 2018 – Sponsored by Rep. Ed Royce (RCA) and cosponsored by Rep. Carolyn Maloney (D-NY), H.R. 2219 amends the Victims of Trafficking and Violence Protection Act of 2000 to add the Treasury Secretary to the President’s Interagency Task Force to Monitor and Combat Trafficking, requires the task force to submit to Congress an analysis of anti-money laundering (AML) efforts of the U.S. government and financial institutions relating to severe forms of trafficking in persons, and requires the Treasury Secretary to designate an office within the Office of Terrorism and Financial Intelligence to coordinate efforts to combat the illicit financing of human trafficking.

It passed the House with overwhelming bipartisan support, 408-2, on April 10, 2018.

H.R. 2364, Investing in Main Street Act – Sponsored by Rep. Judy Chu (D-CA) and cosponsored by Rep. Stephen Knight (R-CA), the bill amends the Small Business Investment Act by increasing the percentage a financial institution or federal savings association can invest in a small business investment company (SBIC) to 15 percent and require the financial institution or the federal savings association to be approved by their federal regulator prior to investing more than five percent.

H.R. 2364 passed the House by voice vote on July 24, 2017.

H.R. 3903, Encouraging Public Offerings Act of 2017 – Sponsored by Rep. Ted Budd (R-NC) and cosponsored by Rep. Gregory Meeks (D-NY), the “Encouraging Public Offerings Act of 2017” amends the Securities Act of 1933 to expand to all public companies certain provisions of Title I of the Jumpstart Our Business Startups (JOBS) Act, which previously applied only to an EGC. Specifically, the legislation allows issuers to submit to the SEC for confidential review, before publicly filing, draft registration statements for Initial Public Offerings (IPOs) and for follow-on offerings within one year of an IPO. Additionally, this bill allows all companies to “test-the-waters” before filing an IPO, which means they may meet with qualified institutional buyers and other institutional accredited investors to gauge those investors’ interest in the offering.

It passed the House with unanimous bipartisan support, 419-0, on November 1, 2017.

H.R. 3972, Family Office Technical Correction Act – Sponsored by Rep. Carolyn Maloney (D-NY), H.R. 3972 clarifies that family offices and family clients, as defined in section 275.202(a)(11)(G)-1 of title 17, Code of Federal Regulations, are accredited investors under Regulation D of the SEC.

H.R. 3972 passed the House by voice vote on October 24, 2017.

H.R. 4292, Financial Institution Living Will Improvement Act of 2017 – Sponsored by Rep. Lee Zeldin (R-NY) and cosponsored by Rep. Carolyn Maloney (D-NY), the bill amends the “Dodd-Frank Wall Street Reform and Consumer Protection Act” to reform the resolution plan submission “living will” process by requiring bank holding companies to submit to the Federal Reserve Board (Federal Reserve) and the Federal Deposit Insurance Corporation (FDIC) resolution plans every two years. This bill requires the Federal Reserve and FDIC to provide feedback regarding a resolution plan within six months after a bank holding company submission. This bill also requires the Federal Reserve and FDIC to publicly disclose the assessment framework used to review the adequacy of resolution plans.

It passed the House on January 30, 2018 with unanimous support, 414-0.

H.R. 4294, Prevention of Private Information Dissemination Act of 2017 – Sponsored by Rep. David Kustoff (R-TN), the “Prevention of Private Information Dissemination Act of 2017” establishes criminal penalties for the unauthorized disclosure of living will and stress test determinations and other individually identifiable information by federal officials, consistent with existing penalties for other unauthorized disclosure of confidential records by federal officials.

It passed the House on June 26, 2018 with overwhelming bipartisan support, 392-2.

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Mr. Woessner’s bio appears here.

A “Must Read” for Every Small Cap Company CEO – by Ronald Woessner

Readers have requested resources and reference materials pertaining to the topic of managing the challenges confronting publicly-traded small cap companies. There are dozens of excellent books on the topic of investing in publicly-traded small cap companies. There are also a number of books on the topic of managing and governing publicly-traded small cap companies. If I were to recommend only ONE book that every small cap public company CEO should read, it would be The Perfect Corporate Board, authored by Adam Epstein, a nationally-recognized small cap company expert. Mr. Epstein also writes a blog with information on a variety of topics as well.

Founder: Ronald Woessner capital raising startups crowdfunding

Capital raising for startups & crowdfunding

Startup and smaller-cap companies typically need capital raising or crowdfunding since they often consume cash to support growth.  While consuming cash, they are continually under attack or criticism from – among others – disgruntled shareholders, competitors, disenchanted Board members, government regulators, plaintiff’s attorneys, fired employees, patent holders, message boards, bloggers who write false and defamatory lies, short sellers who spread unfounded rumors, and activist investors — to name a few.

Mr. Woessner early legal career

Mr. Woessner began his career began at a corporate securities/merger & acquisition attorney at a major Dallas-based law firm.  He subsequently worked in the public, startup & smaller-cap company ecosphere for 25+ years.  This resulted in years of real-world, hands-on experience working in the trenches, in the capacities of General Counsel, senior executive and CEO, obtaining those qualities required  to lead and mentor the Company, which is struggling to survive — let alone thrive — as a privately-held, “cash poor,” startup.

Business experience in startup, smaller-cap company ecosphere

His years of real-world, hands-on experience working in the trenches, in the capacities of General Counsel, senior executive and CEO , make him uniquely qualified to advise and mentor companies who are working to thrive, and in some cases merely survive, in the “rough and tumble” world of startup and smaller cap company ecosphere.   Since Mr. Woessner has been CEO of a smaller-cap company, he had had to make the tough decisions that many of his clients are required to make and helps his portfolio company clients avoid the mistakes he made.

During the years in the startup & smaller-cap company ecosphere, in his roles as either as attorney, business principal or investor Mr. Woessner participated in nearly 100 corporate transactions (M&A, public offerings, private placements, acquisitions, divestitures, NASDAQ listings, bank financings, equity investments, international joint ventures, technology licensing arrangements, government procurements and others). Moreover, Mr. Woessner managed dozens of the typical legal controversies that often arise for public companies, such as securities class action lawsuits, employment discrimination litigation, “whistleblower” claims, patent and trademark infringement disputes, ordinary course of business contract disputes, and FINRA and SEC inquiries.

Capital raising & crowdfunding experience

With respect to capital, as all CEOs and CFOs of companies know:  raising capital is not a “nice to have” – it is required for survival. Without capital, the business dies.  In the capacities of investor, entrepreneur, general counsel or CEO, Mr. Woessner managed or participated in approximately 50 corporate private and public debt and equity financing transactions.  These transactions raised over $200M dollars, inclusive of $80M raised from a “cash out” strategic sale transaction.

In addition to learning the legal mechanics and various “deal structures” for corporate financings through this experience, Mr. Woessner has mastered the art of the investment “pitch” to raise capital. To wit, he personally raised over $22M, inclusive of $12.4M raised in connection with up-listing from the OTC markets to NASDAQ, for a smaller-cap company whose revenues never exceeded $6.1M.  To put the NASDAQ up-listing accomplishment in perspective => more people routinely make it to the top of Mt. Everest every year than the number of companies that up-list from the OTC to NASDAQ.

Stock liquidity & strategic sale/business exit

If the Company does become a publicly-traded company, besides his expertise in capital raising and crowdfunding, Mr. Woessner possesses particular expertise in increasing a company’s stock trading liquidity (without which companies have virtually ZERO chance of raising capital in the public markets), helping companies navigate the byzantine paths of Wall Street, and listing on NASDAQ.

With respect to a strategic sale or other business exit, because of Mr. Woessner’s work on dozens of merger and acquisition transactions during years in private law practice as noted above, he is exceedingly familiar with both the business and legal processes for conducting a strategic sale or other business exit.

Knowledge of Wall Street practices

Despite all of the press about the startup ventures funded by venture capitalists in Silicon Valley, venture capital investors fund approximately only 1/20th of 1% of all US startups  and virtually no minorities.  Wall Street remains the financial capital of the world.  All startups and smaller-cap companies at one time or another in their life cycle need to go to Wall Street to obtain capital.  Mr. Woessner understands Wall Street practices and has extensive relationships there.  This enables him to find the best investment banker to represent your company in a financing or acquisition or strategic sale or other business exit.

Knowledge of Washington DC and Capitol Hill

Mr. Woessner is former Senior Counsel to the US House Financial Services Committee where he served as special advisor to former Chairman Jeb Hensarling on capital formation and fintech issues. Mr. Woessner has a keen understanding of how the US Congress operates and how the federal agencies operate, with many  personal and professional relationships in Washington, DC.

Writing and Speaking

Mr. Woessner, a certified Toastmaster, speaks and writes about US public and private capital markets topics and his articles are published at equities.com and elsewhere. You may contact him about a speaking engagement via Linked In here.

More information about Mr. Woessner appears below

Following his graduation from the University of Minnesota Law School where he graduated magna cum laude, Mr. Woessner began his legal career as a corporate securities/merger & acquisition attorney with the Dallas-based law firm of Johnson & Gibbs, where he practiced law with the now US Florida Senator Rick Scott.

Following private legal practice, Mr. Woessner jumped into the micro-cap and nano-cap business ecosystem where his early business endeavors were intertwined with David P. Cook, the founder of Blockbuster Entertainment.

Mr. Woessner joined Amtech Corporation (NASDAQ: AMTC) as a senior executive, which had also been founded by David P. Cook.  Amtech was the developer of a radio frequency identification technology which is used for electronic toll collection throughout the U.S. Toll collection systems installed by Amtech include the “EZ-Pass,” system used throughout the Northeast; the “SunPass” system used throughout Florida; and the “TollTag” system, used throughout Texas and Oklahoma. The system is also used to track the movement of railroad cars throughout every inhabited continent of the world. The Amtech family of affiliated companies grew to a nearly $200MM before being sold.

Subsequent to Amtech Corporation, Mr. Woessner was one of ten employees who joined Mr. Cook to attempt to create an online system that would enable consumers to download music. “CustomTracks,” as this business venture was named, was half a dozen years too early as the record companies did not grant the necessary licenses to enable the company to digitize their catalogs so that consumers could download songs.

This core group of employees, including Mr. Woessner, then redirected their energies to creating an e-mail security services provider named ZixCorp (NASDAQ: ZIXI), another company founded by David P. Cook. The ZixCorp system is used today by healthcare providers and insurers to comply with the privacy and security requirements of the Health Insurance Portability and Accountability Act (HIPAA) and the Gramm-Leach-Bliley Act. ZixCorp has continued to grow year-after-year from zero revenues in the year founded.  In 2016 the company created positive cash flow of over $15MM on annual revenues of over $62MM.

Following his tenure with ZixCorp, Mr. Woessner served as CEO of COPsync, Inc. (NASDAQ: COYN), a software system for keeping law enforcement officers and schools safer. During Mr. Woessner’s seven year tenure the Company grew from a system used by only approximately 40 agencies in Texas to approximately 1,100 customers, including over 1,000 schools, in nearly 20 states across the U.S. During his tenure, Mr. Woessner raised over $23M for the company on revenues of approximately $6.1M and up-listed the company from the OTC market to NASDAQ.  To put that accomplishment in perspective, more people routinely make it to the top of Mt. Everest every year than companies that that up-list from the OTC to NASDAQ.

In addition to his extensive legal and business experience in the smaller-cap company ecosphere, Mr. Woessner is a certified Toastmaster, and has also made numerous TV appearances, including two on the Fox Business Network:

Mr. Woessner’s corporate governance credentials include a director certification from the National Association of Corporate Directors (NACD).

Summary

  • 25+ years of business and legal executive experience among the start-up and nanocap/microcap company ecosystem helping guide and nurture start-up and nanocap/microcap companies, either private or publicly-held, to find commercial success.
  • Brings experience as CEO of a nano-cap/microcap company to help clients avoid pitfalls and succeed
  • Particular expertise in raising $$$ for emerging companies, tactics to increase stock trading liquidity, resolving business and legal controversies and developing business strategies to accelerate growth and leading companies “across the chasm,” while avoiding legal liabilities inherent in today’s Dodd-Frank business and legal environment.
  • Negotiated business and joint venture arrangements in China, Japan, Canada and U.K.
  • Magna cum laude graduate of a top 20 law school, a summa cum laude graduate of Texas A&M University
  • Director certification from the National Association of Corporate Directors (NACD).
  • Certified Toastmaster

Business and Legal Expertise

  • Raising money for and nurturing micro-cap & nano-cap companies
  • Transitioning companies from private to “public”; reverse mergers into public shells
  • Resolving litigation and business disputes that are impeding business progress
  • Mergers & acquisitions – completed over 40+ in career
  • Investor relations/stock trading liquidity initiatives
  • Public/private financings
  • Securities laws compliance
  • Joint ventures/partnerships
  • Governmental affairs
  • Intellectual property protection
  • Employment/human resources
  • Software/technology licensing

Work Experience

  • Chief Executive Officer, COPsync, Inc. (NASDAQ: COYN) (law enforcement software and COPsync911 school threat alerting software for over 1,100 schools in 20+ states (“Arming teachers with technology, not guns.”)
  • Senior Vice President & General Counsel, Zix Corporation (NASDAQ: ZIXI) (encrypted email for HIPAA and GLBA)
  • Vice President & General Counsel, Amtech Corporation (NASDAQ: AMTC) (electronic toll collection and radio frequency identification systems throughout the US and the world: Dulles Tollway, New York “E-Z Pass,” Florida “SunPass,” Dallas and Oklahoma “TollTag”)
  • Shareholder, Johnson & Gibbs, P.C., Dallas, Texas (corporate/securities & mergers and acquisitions)

Education

  • Texas A&M University, Bachelor of Science degree, summa cum laude
  • University of Minnesota Law School, Juris Doctor degree. Magna cum laude; Law Review, Order of the Coif, Legal Writing Instructor