Position Overview
We are seeking an experienced, hands-on public company CFO with significant experience managing the financial, SEC reporting, capital markets, transaction, and compliance requirements of a microcap Nasdaq-listed company.
The ideal candidate will have previously served as CFO or senior finance executive of one or more microcap public companies and have a demonstrated track record of timely SEC filings, successfully completing multiple financings using different capital structures, executing acquisitions, and maintaining Nasdaq and other public-company compliance requirements.Key Responsibilities
1. SEC Reporting & Financial Statements- Own the preparation and timely filing of all SEC periodic reports, including Forms 10-Q, 10-K and 8-K
- Manage the entire quarterly and annual reporting calendar and ensure filings are completed accurately and on time
- Coordinate directly with auditors, securities counsel, accounting teams and the Audit Committee
- Maintain appropriate disclosure controls, internal controls and supporting documentation
- Strong preference for someone with a track record of never having missed or been late on a 10-Q or 10-K filing
2. Capital Markets & Fundraising- Lead and execute public-company financing transactions
- Direct experience completing multiple financings using instruments such as PIPE transactions, Registered Direct Offerings, Convertible Notes/Debentures, Equity Lines of Credit (ELOCs), At-the-Market Offerings (ATMs), warrants and other equity-linked securities, common and preferred equity, and debt/structured financing
- Evaluate financing alternatives based on cost of capital, dilution, cash requirements, covenants and impact on shareholders
- Work directly with investment banks, institutional investors, lenders, placement agents and securities counsel
- Understand transaction mechanics including pricing, warrant coverage, conversion provisions, beneficial ownership limitations, exchange caps and Nasdaq shareholder approval requirements
3. Registration Statements & SEC Transaction Filings- Significant hands-on experience preparing and managing registration statements and other SEC filings, including Form S-1, Form S-3, Form S-4, resale registration statements, shelf registration statements, prospectus supplements and Rule 424 filings, proxy and information statements, and Section 16 filings
- Understand S-3 eligibility, shelf registration requirements, baby-shelf limitations and other securities issuance restrictions
- Coordinate the process from initial drafting through SEC comments and effectiveness
4. M&A and Strategic Transactions- Have completed multiple acquisitions involving public companies, preferably as the acquiring company's CFO
- Lead financial diligence, valuation, transaction modeling and deal structuring
- Evaluate cash, stock, debt and combination consideration structures
- Manage purchase accounting and post-acquisition financial reporting
- Coordinate with legal counsel, auditors, bankers and target-company management
- Understand SEC and Nasdaq requirements associated with acquisitions, including Form 8-K, S-4 and shareholder approval requirements where applicable
- Manage integration of acquired companies into the company's accounting, controls, reporting and financial systems
5. Nasdaq Compliance- Maintain ongoing compliance with Nasdaq listing requirements
- Monitor minimum bid price, shareholders' equity, market value, public float and other applicable continued-listing standards
- Understand Nasdaq rules governing equity issuances, the 20% issuance rule, shareholder approval requirements, change-of-control transactions, equity compensation, and related-party transactions
- Manage communications and submissions to Nasdaq when required
- Proactively identify potential compliance issues before they become listing deficiencies
6. Stock Compensation & Equity Administration- Manage employee and executive equity compensation programs, including stock options, RSUs, restricted stock, performance-based equity, and Employee Stock Purchase Plans where applicable
- Understand accounting under ASC 718 and related tax and withholding requirements
- Manage equity-plan share availability and coordinate shareholder approvals when necessary
- Work closely with payroll, legal counsel and the transfer agent on issuances, vesting, withholding and settlement
- Maintain accurate capitalization and fully diluted share-count reporting
7. Technical Accounting & Audit- Own the company's relationship with its independent registered public accounting firm
- Strong knowledge of U.S. GAAP applicable to microcap public companies
- Manage complex accounting matters involving convertible securities, warrants and derivatives, stock-based compensation, revenue recognition, business combinations, goodwill and intangible assets, debt modifications, and going-concern assessments
- Manage annual audits and quarterly reviews efficiently and on schedule
- Identify accounting issues early rather than allowing them to delay SEC filings
8. Cash Management, Budgeting & Financial Planning- Maintain detailed visibility into liquidity, cash runway and working capital
- Develop annual budgets, forecasts and scenario models
- Provide management and the Board with accurate cash forecasts
- Connect operating plans with anticipated financing requirements
- Maintain disciplined controls around expenditures and cash management
9. Board & Audit Committee- Serve as the primary financial executive working with the Board and Audit Committee
- Prepare quarterly financial and Audit Committee materials
- Clearly communicate financial performance, liquidity, financing requirements, accounting matters and financial risks
- Support the Board in evaluating financings, acquisitions and other significant transactions
10. Investor & Capital Markets Support- Work closely with the CEO on investor communications and capital-markets strategy
- Participate in investor, lender and investment-banking discussions
- Ensure financial information communicated externally is consistent with SEC filings and Regulation FD requirements
- Help management evaluate the dilution and shareholder impact of financing alternatives
11. Insurance, Risk & Corporate Compliance- Oversee the company's corporate insurance programs, including D&O, EPLI, cyber, general liability and other appropriate coverage
- Coordinate renewals and ensure appropriate coverage for a public company
- Work with legal counsel on corporate governance, regulatory and compliance matters
- Oversee financial aspects of tax, payroll, employment-related obligations and other corporate compliance requirements
Ideal Candidate Profile:- Previous experience as CFO of a Nasdaq-listed microcap or small-cap public company
- Extensive hands-on experience with 10-Qs, 10-Ks, 8-Ks and SEC reporting
- A demonstrated history of consistently filing 10-Qs and 10-Ks on time
- Personally completed multiple public-company financings, preferably utilizing several different instruments rather than only traditional equity raises
- Direct experience with PIPEs, convertible notes, ELOCs, ATMs, registered directs, warrants and other structured securities
- Personally managed multiple S-1 and S-3 registration statements, with S-4 experience strongly preferred
- Completed multiple M&A transactions involving a public company
- Strong working knowledge of Nasdaq listing and shareholder-approval rules
- Significant experience with stock compensation plans and equity administration
- Strong technical accounting and SEC reporting capabilities
- Experience working directly with the SEC, Nasdaq, PCAOB-registered auditors, securities attorneys, investment banks, transfer agents and institutional investors
- Ability to operate effectively in a lean microcap environment and personally drive critical work rather than relying on a large finance organization
