Public Companies
Listed companies read from their own filings: a transparent reverse-merger (RTO) fit score, the insiders' open-market trades, notices of planned insider sales, and the holders filing Schedule 13D.
- Listed companies
- 6,040
- on NYSE, Nasdaq or Cboe
- RTO candidates
- 2,408
- listed companies and funds, scored
- Insider trades
- 333,855
- open-market buys and sells, 36 months
- 13D filings
- 73,377
- the latest per filer and company
How the RTO fit is scored
A private company can go public by merging into a company already listed — a reverse merger, or RTO. The fit says how well a listed operating company would serve as that vehicle: a 0–100 sum of seven capped sub-scores, each read from the company's own filings. It is a screen for candidates, not a recommendation.
| Sub-score | Points | Full marks when |
|---|---|---|
| Cash vs value | 25 | Net cash (cash and short-term investments less all liabilities) at or above market value; 0 at 25% or less. |
| Size | 15 | Market value of $10–150M, tapering linearly to 0 at $5M and at $500M. |
| Wind-down | 20 | A restructuring (8-K Item 2.05) within 12 months, or R&D or revenue down 50% or more over 2 years. |
| Clean balance sheet | 15 | Liabilities at most 20% of assets, and no going-concern doubt. |
| Holder pressure | 10 | An outside Schedule 13D (not an insider) within 24 months. |
| Listing health | 10 | No exchange deficiency notice (8-K Item 3.01) within 12 months; 5 while a deficiency is still curable. |
| Mechanics | 5 | Periodic reports filed on time: no NT 10-K or NT 10-Q within 24 months. |
A missing input scores 0, shown as —; it is never imputed. Listed closed-end funds and BDCs are scored too, on a set of sub-scores of their own.
Where a deal stands
Each candidate also carries a stage, read from the filings that move a deal forward.
| Stage | When |
|---|---|
| Candidate | The default: a listed company with none of the signals below. |
| Stirring | A restructuring (8-K Item 2.05) or an outside Schedule 13D within 12 months. |
| In play | An 8-K Item 1.01 followed by a merger proxy (PREM14A, DEFM14A), an S-4 or a Rule 425 filing within six months; in play for 12 months after. |
| Converted | The merger completed: 8-K Items 2.01 and 5.01 in one filing, or a 2.01 followed by a name change within 30 days. The pre-merger company stays as a precedent. |
What stands in the way
Friction flags mark what would complicate a merger. They are shown beside the fit, never subtracted from it.
| Flag | Meaning |
|---|---|
| Delisting risk | An exchange deficiency notice (8-K Item 3.01) within 12 months, or a bid-price deficiency. |
| Going concern | The auditor or the filer states substantial doubt about the company's ability to continue as a going concern. |
| Levered | Liabilities above half of total assets, which a merger has to repay or carry. |
| Already a shell | Already a shell: 8-K Item 5.06, the cover-page shell check box, or SIC 6770. Rule 144(i) then limits what the new holders can resell, and the 2011 seasoning rules apply before an uplisting. |
| Dual class | More than one class of common stock with different votes, which a merger has to collapse or carry. |
Listed companies
6,040 companiesEvery company in the company book whose stock trades on NYSE, Nasdaq or Cboe.
How it is built. The exchange each company's own filings and the SEC's ticker file name, with revenue, net income and assets as its XBRL filings report them.
Insider trades
333,855 tradesOpen-market purchases and sales by a company's officers, directors and 10% owners over the last 36 months.
How it is built. Read from the non-derivative transactions on Forms 4 and 5 coded P (purchase) or S (sale), with the shares, the stated price and whether a Rule 10b5-1 plan was checked. A trade dated after the filing reporting it is a filer's typo and is left out.
Form 144 notices
128,532 noticesAn insider's notice of intent to sell restricted or control stock: the units, their market value and the approximate sale date. A notice, not a sale.
How it is built. Read from each Form 144 as filed; a sale that follows appears as a Form 4 transaction.
Schedule 13D filings
73,377 filingsA Schedule 13D is filed by a holder of more than 5% of a class who may seek to influence the company — the filing behind most activist campaigns.
How it is built. The latest Schedule 13D each filer has on each company, with the stake, the percent of the class and how many amendments followed. The filer, not embarc, states its intent.
Executive changes
180,500 changesOfficers and directors joining, leaving or changing title, as each company reports it under Item 5.02 of a Form 8-K.
How it is built. Read from each 8-K's Item 5.02 text, one row per person per change, each with the sentence it was read from. An amendment repeating a change already reported is left out, and so are committee changes and extended agreements.
Debt financings
81,978 financingsLoans, credit facilities and notes a company takes on or amends, as it reports them under Item 2.03 of a Form 8-K.
How it is built. Read from each 8-K's Item 2.03 text, one row per filing, with the sentence it was read from. Federal Home Loan Bank advances are not read, and an amendment repeating a filing is left out.
Private placements
73,724 placementsShares, warrants and notes a company sells without registering them, as it reports them under Item 3.02 of a Form 8-K.
How it is built. Read from each 8-K's Item 3.02 text, one row per filing, with the sentence it was read from. An amendment repeating a filing is left out.
Corporate events
79,272 eventsBankruptcies, accelerated debt, restructurings and impairments, exchange notices and delistings, auditor changes, restatements, cyber incidents, ethics code changes and mine safety orders, as a company reports them on a Form 8-K.
How it is built. Read from the text of each 8-K's Items 1.03, 1.04, 1.05, 2.04, 2.05, 2.06, 3.01, 4.01, 4.02 and 5.05, one row per item, with the sentence it was read from. An amendment repeating a filing is left out.