Microcap Business Combinations and Financings
In the microcap market, business combinations and financings move fast under intense regulatory scrutiny. Whether you are a reporting microcap, a private company preparing to go public, or a SPAC target, precise compliance with SEC, FINRA, and Blue Sky requirements is critical to closing your deal.
At Kamps Legal, we structure and negotiate reverse mergers, asset and stock purchases, recapitalizations, PIPEs, convertible notes, and Regulation D offerings while aligning disclosure controls and fiduciary duties.
From strategy and term sheets to diligence, filings, and investor communications, we deliver practical counsel that reduces risk, protects boards and management, and keeps transactions on track.
To schedule a confidential consultation.
What are Microcap Business Combinations and Financings?
Microcap deals are mergers, acquisitions, and capital raises for smaller public companies and private issuers preparing to list. Resources are lean and regulatory scrutiny is high, so planning and disciplined disclosures matter.
Reverse mergers and de-SPAC combinations.
Asset or stock purchases, recapitalizations, and exchange offers.
PIPEs, convertible notes, and Regulation D offerings with Blue Sky filings.
Required disclosures and approvals, including Form 8-K and proxy materials.
Board fiduciary duties and special committee process.
Investor accreditation, offering communications, and FINRA Corporate Financing review where relevant.
The right structure, a defensible diligence record, and precise filings protect the cap table, reduce litigation and enforcement risk, and keep closings on schedule.
Our Microcap Combination & Financing Services
Kamps Legal provides end-to-end counsel for microcap mergers, acquisitions, and financings, from strategy and diligence to filings and closing.
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Select and structure reverse mergers, asset or stock deals, recapitalizations, or exchange offers.
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Draft LOIs and term sheets and negotiate price, protections, covenants, and closing conditions.
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Coordinate diligence and build defensible disclosure controls and records to reduce litigation and enforcement risk.
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Design and document PIPEs, convertible notes, warrants, and related investor rights agreements.
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Prepare and file Form 8-K, proxies, Reg D notices, FINRA submissions, and state Blue Sky.
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Advise on fiduciary duties, conflicts, process design, minutes, and fairness considerations.
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Own critical paths, coordinate workstreams, manage EDGAR, signatures, funds flow, and closing deliverables.
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Review announcements, investor decks, FAQs, and Q&A to align with securities laws.
We advise a focused set of issuers, investors, and deal teams operating in the microcap market:
Public microcap companies pursuing mergers, acquisitions, or recapitalizations.
Private companies preparing to list through reverse mergers or uplistings.
SPAC targets and sponsors planning or evaluating de-SPAC combinations.
Founders, boards, and special committees addressing fiduciary duties and conflicts.
Family offices and microcap funds investing through PIPEs and convertibles.
Investment banks and placement agents coordinating filings and closings.
In-house legal and compliance teams needing scalable transaction support.
No matter your role, we provide clear, practical guidance that aligns strategy, disclosure, and timelines to get your deal closed.
Who We Serve
Common Deal Risks We Help Prevent
Risk Area
Inaccurate or incomplete disclosures in 8-Ks, proxies, or offering materials.
Reg D mistakes and Blue Sky gaps that jeopardize exemptions.
FINRA Corporate Financing delays and comment cycles.
Conflicts and related-party transactions without proper process.
Cap table errors, warrants, or conversion math issues.
Leakage of material nonpublic information and trading blackout failures.
How We Help
We build disclosure controls and draft accurate 8-K, proxy, and offering documents.
We map exemptions, verify investor accreditation, and file Blue Sky notices on time.
We manage FINRA Corporate Financing submissions and respond to comments quickly.
We guide boards and special committees on fiduciary duties and conflict processes.
We reconcile cap tables, model conversions, and validate closing deliverables.
We implement MNPI controls, insider lists, and communications protocols.
Why Choose Kamps Legal?
Microcap focus. We live in this market. Our advice reflects how small-cap deals really get done.
Execution from start to close. Strategy, diligence, documents, filings, approvals, and closing management in one coordinated workflow.
Senior attention. Work directly with an experienced attorney who understands boards, special committees, and investors.
Litigation-informed disclosures. We draft with the plaintiff’s and regulator’s lens to reduce enforcement and shareholder risk.
Efficient and predictable. Lean teams, clear timelines, and flat-fee or phased pricing where appropriate.
Responsive and practical. We answer quickly with solutions you can execute today.
FAQs
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The SEC is a federal agency overseeing securities laws. FINRA is a self-regulatory organization that specifically governs broker-dealers. RIAs report to the SEC or state regulators, depending on size.
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Material disclosures, offerings under Reg D, proxy statements, Form 8-K filings, and FINRA Corporate Financing submissions can prompt questions or comments.
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Yes. We handle structure, documents, disclosures, EDGAR filings, FINRA submissions, Blue Sky notices, and closing management with in-house coordination.
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At every financing or combination, with each material change, and during annual reviews to reflect new rules and risk.
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Term sheet, diligence list, purchase agreements, investor rights agreements, board materials, financials, 8-K or proxy, Reg D filing, Blue Sky notices.
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Timing varies. Simple PIPEs may close in weeks. Reverse mergers or de-SPACs can take two to four months or longer depending on diligence and approvals.
Let’s Talk Transactions
If your company is planning a reverse merger, launching a PIPE or convertible financing, or needs disciplined disclosures to close on time, Kamps Legal is here to help.