Conscious Conversations
With Peter Goldstein, CEO of Exchange Listing LLC
Throughout this series we’ll be focusing the conversation on all things psychedelic medicine & investments — Talking with leaders, purveyors and other members of the investment community to help add a little colour and insight.
On our first episode of Conscious Conversations, co-founder and managing partner of The Conscious Fund, Henri-Sant Cassia will be joined by Peter Goldstein — serial entrepreneur and Co-Founder & CEO of Exchange Listing, LLC.
Peter started his first company in his early 20’s with his first exit at the age of 30. For the last 27 years he’s been a member of the global financial community working inside of and building emerging growth companies, both private and public. For the past 20 years his center of attention has been on the US capital markets, with a direct focus on emerging growth companies, securing growth capital, and creating liquidity events by publicly listing companies.
Exchange Listing, LLC was formed to provide growth companies with direct access to a one-stop solution in the strategic planning and implementation of listing on a senior exchange such as the NASDAQ or NYSE in the most cost-effective and efficient process available.
Could you talk about the different factors that companies and investors will feel as they transition from a junior to a senior exchange?
When you’re dealing with items that are going to be regulated there are companies that would like to list on a senior exchange in the United States, but are having challenges because in some way they may be violating the federal controlled substance act. It’s unique in the sense of where a lot of companies have had to migrate to lower exchanges. As long as you’re working within a goal to have a senior exchange when the time is right, whether you’re an international company or you’re a domestic North American company, there are many different options. The gold standard would be the list on a senior exchange. The reason why is: access to more capital, a higher level of quality institutional investors and additional liquidity.
Is it fair to say that the bulk of the smaller psychedelic companies will never reach the required heights to get that senior listing?
I would agree with that. It’s also about the quality of the company, the management and the business model. Given the early stage of the psychedelic sector, there’s a lot of growth to do for companies to be able to list their requirements, both from a quantitative perspective, and a qualitative perspective. We think those in the psychedelic industry that have a clear path to revenue, and a sustainable business model, have of course the opportunity to structure themselves and to work towards a listing. So it’s really a unique combination of companies in the psychedelic field that would have proprietary technologies, clear path to revenues, and the ability to demonstrate to shareholders profitability, and a return on investment.
Are there numerical parameters that will apply to this kind of uplisting, and where do the smaller entities stand?
Each exchange has its own different criteria for listing, and one of the misnomers is revenue. Revenue is not one of the drivers in the requirement or the ability for a company to list. The other listing metrics or requirements that are quantitative would be more about the market cap of the company, the shareholder equity of the company (amount of capital that is net equity), the value of the number of shares in the float, number of shareholders, and several other criteria. So it is achievable without having a large scale revenue stream. It’s also really important that these companies that want to consider listing have distinguishing features that would create some type of value to be able to facilitate a market cap, or an overall valuation, and enterprise value north of $40 to $50 million as a starting point.
Some companies are just not going to be appropriate for a listing on a senior exchange. And there are other options, there are plenty of places where companies can list on lower exchange. There’s nothing wrong with that as a way to start to get access to capital and access to liquidity. And clearly, some of the Canadian exchanges are following in the footsteps of the cannabis sector and others that have raised significant amounts of money for companies with the ability to then have early stage growth. Serving as a venture exchange or a developmental exchange, hoping in time they’ll be ready to graduate and move up towards a more senior listing.
If one of the entities would qualify for that type of approach — what is the general timeframe required to move from a junior to a senior exchange?
A general framework would be 6 to 12 months, depending on the stage of development of the company, the relationships they have, and the resources in place; ideally you can use that as a framework. It could be done in a shorter frame with acceleration, but a six to 12 month timeframe is certainly reasonable.
Recently TCF & Exchange Listing joined together to create The Conscious Acquisition Company, the first psychedelic-focused SPAC. Could you explain what a SPAC is, and why it has applications in the psychedelic market?
Peter: A SPAC is a public company that has been funded and designed specifically to acquire a private operating company. I see it as a way for the psychedelic companies to accelerate their track towards trading publicly, and to have access to capital. One of the other great benefits of a SPAC is that it comes with capital market executives. So in the case of TCF and Exchange Listing’s recent partnership, we’re essentially marrying TCF’s expertise in the industry, with our expertise in the capital markets. And with that we have a turnkey solution in a SPAC that will create access for private companies, both with capital, industry expertise and then of course, the capital market expertise.
Henri: For some companies, going public directly might almost distract them from their core business. For that type of company that does not have public markets experience built into its family team, C suite, or advisory board. The SPAC model offers efforts with mitigation against the hassle and the overhead of being directly publicly traded.
Peter: One of the reasons why you’ve seen a lot of the acceleration in the SPAC market is that it is a much faster and cost effective route to reach the public markets versus a traditional IPO. Or what has also been done in the sense of a reverse merger, which has been very popular in the cannabis sector. In our case, what we’re doing is we’re tailoring this specifically to the psychedelic industry. Tailoring the size and the scope of this SPAC uniquely to the stage of development of the industry. You then have to find the ideal structure and amount of capital of a SPAC or an IPO unique to the industry, and unique to the company that would want to be going public.
What do you see as some of the trends that might become apparent as the psychedelic market matures?
Certainly there’ll be a lot of fast growing companies that are going to hit the market. A lot of these companies are going to want to come to market earlier than they might in other industries because they’re younger, in earlier stages of development and growth, and wanting to access capital. But the capital is also looking to access the psychedelic industry. So whereas psychedelic companies would typically want to raise maybe a seed round, and then a series A etc.. What we’ll see is that the good companies will undertake the SPAC route or the IPO route, to combine with much more desirable access to capital at higher valuations. That will then accelerate the growth and market for the entire industry. The faster that these companies can come to market and be capitalized, the faster they can grow and implement their business. That helps not only the industry, but all of the patients that would be benefiting from this psychedelic care, the healthcare sector, and the evolution and growth of what is needed worldwide on a global basis.
From an investor perspective, what are the risks of accelerated growth?
Specifically, a SPAC is less to the investors because they have an opportunity to look at the target acquisition and approve it before it’s completed. But overall, if any investor is putting capital into an early stage company that has not yet proven its business model or shown traction with the ability to show both revenue and profitability creates risk. What would be unique in the trend of companies going to the public market earlier is that they’ve yet to prove out their ability to monetize their revenue stream and to be profitable.
In our case, we’re very focused on companies that can show a pathway to demonstrate profitability, traction, and that they’ve overcome barriers to entry (IP, proprietary technology, or regulatory advancements). One of the things we’ve seen in the cannabis sector as an example, is that there are a lot of great operators, a lot of great business models, that were not able to overcome regulatory advancements. What we’re looking for is companies that can show and demonstrate that they’ve overcome those particular issues that are unique to this industry.
Where do you see venture capital investments and it’s importance in this ecosystem?
I’m a little biased because my focus is more on the capital markets, which is less oriented to venture capital money. But venture obviously plays a strong role, especially in the development of companies early and the development of technologies and IP. What I think is possible, is to look at more public venture capital. The combination of those two would be very powerful in the industry, where we could have some early stage venture funds who are participating either in a SPAC, a pre IPO round, or concurrently in a private placement with the SPAC. Venture capital itself as a standalone has its own unique model. Typically, those venture investors are looking eventually for an IPO and a liquidity event, what we would like to see is the ability to collaborate with venture funds earlier than they might want to typically get involved. Because of the large and vast number of companies that are emerging in the space, there’s certainly a need for capital coming from all different sectors, whether that’s private investors, venture capital, institutional funds or family offices. That of course means there’s ways for all levels to participate, depending on the growth and the size and the scale of the company.
