PIPE (Post-Listing)
Private investment in public equity — institutional capital placed directly into your company after it lists, at a negotiated price.
What You Get
- ✓Institutional capital after your listing
- ✓Negotiated pricing and registration rights
- ✓Faster than a follow-on public offering
- ✓Pairs with resale registration on Form S-1/S-3
Built Into Every Deal
Flat-fee engagement. Directly Listed charges a flat platform fee plus an equity grant at signing — quoted individually for every deal. No percentage-of-raise surprises.
eSignature execution. Subscription agreements and engagement letters are executed through Adobe Acrobat Sign with full audit trails.
Payments. Investors fund by card for amounts under $5,000 (processed by Braintree, a PayPal service) and by wire or ACH above that.
Issuer-exemption model. Directly Listed is a technology platform; offerings are conducted by issuers in reliance on their own exemptions, with compliance workflows — accreditation, investor limits, KYC — built into the software.
Flat Fee Disclosure
Our SEC-licensed attorneys, consultants, and listing advisors are all paid out of the flat fee we charge. There are no separate legal bills—only third-party costs, such as legal opinions, valuation reports, audits, transfer agent and DTC fees, exchange application fees, and any annual exchange fees.
The flat fee is determined by the scope of services provided and your company's stage, along with an equity grant that is likewise set according to your startup's stage and needs. Every deal is quoted individually.
Understanding PIPE Offerings
A PIPE (Private Investment in Public Equity) is a private placement in which a public company sells equity or equity-linked securities directly to accredited or institutional investors to raise capital quickly — typically at a negotiated discount and with contractual registration rights for resale.
At a glance
- ✓For companies already public (post-listing)
- ✓Speed and certainty of execution vs. a public follow-on
- ✓Sold to institutional/accredited investors under Reg D or Rule 144
- ✓Negotiated pricing — often a 10–20% discount for straight equity
- ✓Investors receive restricted securities plus registration rights
- ✓Resale registration (Form S-3 or S-1) filed within an agreed period
Structure
Issuers commonly sell common stock, preferred stock, convertible debt, or structured hybrids to a limited group of investors, often with warrants or conversion features and bespoke protective covenants. PIPEs rely on private-placement safe harbors to avoid immediate SEC registration while preserving a path to liquidity through a subsequent resale registration — creating a characteristic “overhang” between the private sale and registration effectiveness that boards must manage carefully.
Process
PIPEs are typically arranged by placement agents who run a targeted marketing process that avoids general solicitation, uses confidentiality and “wall-crossing” procedures for prospective investors, and coordinates diligence and subscription documentation. Investor diligence focuses on issuer disclosures, capitalization mechanics, anti-dilution protections, and the timetable and form of the resale registration.
Trade-offs
For issuers, PIPEs offer immediate capital and speed against dilution, potential market signaling, and contractual registration obligations that can constrain future corporate actions. For investors, they offer negotiated entry into public companies at preferential terms with downside protections, but carry liquidity and execution risk until the resale registration is effective.
This summary is provided for general information only and is not legal, tax, or investment advice. Offerings are conducted by issuers in reliance on their own exemptions; confirm current requirements with qualified counsel.