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).
- 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
- 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)
- 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