Looking for a way to take Ocuphire Pharma Inc. public, Mina Sooch, the company’s CEO and co-founder, says she and her board ultimately decided in 2019 on using a reverse merger IPO. The reason, she says, was the certainty.
“When you do a reverse merger — no matter the backdrop market conditions, no matter the election dynamics that we were looking ahead at of 2020, not knowing stocks and IPOs were going to rule the world in 2020 — we thought certainty of a path to public was worth the process,” Sooch says. “And the amount of cash originally that was going to be on the balance sheet was attractive.”
Sooch has taken two companies through a traditional IPO. Considering the differences between each path, she says one issue with the reverse merger is that the deal can morph and change before it’s closed. In one instance, the change was with the amount of cash on the books — the deal took a little longer, so the cash wasn’t as high as the company had hoped. Others involved changes in certain terms.
“An IPO is cleaner, probably shorter and less expensive all in, but it didn’t feel like that and it’s not supposed to always be when you start a reverse merger,” she says. “All things being equal, I think the traditional path is a very positive path for companies. There are less changes than you’ll probably see from the beginning to the end and you control the timeline in terms of when you choose to file and flip to public.”
Having done both, she says she prefers the IPOs over the reverse merger partly due to market cap, pricing pressures, and the lack of publicity.
“You’re still not as well-known because you didn’t do that roadshow,” Sooch says. “I actually enjoyed doing the roadshows. I think it’s great to tell our story and get buyers lined up in the IPO and right after, and you don’t have that opportunity because of the legal processes and the dynamics with the SEC and the NASDAQ that you actually don’t tell your story until after you start trading, which doesn’t really give you built-in buyers on day one.”
Storytelling, then, is a really important element in driving excitement and enthusiasm about your stock with traditional investors as well as the retail investors. She says she and her board believed that once the company went public and it could tell its story and talk about its milestones and data, it could build the same value as it could with an IPO.
“There’s not really a way to make up for it except to do a lot of work afterwards,” she says.
Sooch talked more about her company at the Detroit Smart Business Dealmakers Conference and how the reverse merger process she took taking Ocuphire public compares to her prior experiences. Hit play on the video above to check out the full conversation.