Pro Music Rights prepares for direct public listing in the US

Florida-based Performing Rights Organization Pro Music Rights (PMR) is preparing to go public in the United States according to a form S-1 registration statement filed with the Securities and Exchange Commission (SEC) at the end of 2020.

The company’s listing won’t be underwritten by an investment bank, according to the document, which adds that PMR intends “to request a market maker to apply to make application for quotation on the Over the Counter Bulletin Board”.

PMR will be offering 910 million shares of Class A Common Stock for a proposed price of $0.01 per share for a total offering amount of $9.1 million.

The company has two classes of stock, A and B, the rights of the holders of which will be identical apart from transfer and conversion rights, as well as voting rights, with each Class A share entitled to one vote, while each share of Class B common stock is entitled to 100 votes.

All shares of Class B common stock are held by PMR Founder and Chief Executive Officer, Jake Noch.

“So long as our Founder holds all shares of Class B Common stock, the Founder will have the ability to control up to 99.980357% of the total voting power of our capital stock,” states the filing.

Noch also holds 900m shares of Class A stock, with other Class A stockholders named as Vito Roppo (5m shares), Rodrigo Di Federico (3.5m shares), and Paul Ring, Jimmie D. Bailey III and James R. Chillemi who have each 500,000 shares respectively.

PMR is described in the Form S1 as “an early-stage corporation with limited operations and unsustainable revenues from business operations”.

The company adds that it does not “anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a viable marketing program”.

Continues the filing: “While we have generated revenue from operations, such revenue does not appear to be recurring and various downstream customers have failed to continue payments under their respective agreements.

“Our plan of operation for the 12 months following the offering the subject of this prospectus is to continue growing our business in the United States by seeking (i) partnerships to grow our repertory, (ii) songwriters, composers and publishers to contribute musical works to our repertory, and (iii) downstream customers to enter into per location or per service licensing agreements with us.

“The Company does not believe it can satisfy its cash requirements through the fiscal year end of December 31, 2021 or thereafter.”

Elsewhere in the registration statement, PMR reveals that it made a $443, 586 for the year ended December 31, 2019.

PMR claims to have an approximate 7.4% share of the performance rights market based on 2 million copyrighted musical works, which include works by artists such as A$AP Rocky, Wiz Khalifa, Pharrell, Lil Yachty and others.

“I strive to provide with the other performance rights organizations are missing: a voice for the unspoken performers in the musical industry.

CEO Jake Noch, PMR

“I started Pro Music Rights Inc. to coalesce the songwriters, composers and publishers into a new performance rights organization,” writes PMR CEO Jake Noch in a letter included in the filing.

“I sought to create the best solution for them to make a competitive wage for their hard work in creating the musical works that we listen to everyday. I am trying to fix the uneven landscape in which the streaming music services build billion dollar businesses on the backs of the songwriters, composers and publishers making today’s and tomorrow’s musical hits.

“I am expecting to change the conversation in the musical industry so that it is not just the artists’ voices being heard and listened to, but the songwriters, composers and publishers whose hard work isn’t being recognized as much as it should be.

Continues Noch: “ I am trying to fight for the struggling writer who finds inspiration from the shifting wind and the blue skies to write lyrics that touch our lives.

“I am trying to fight for the composer who hears birds chirping and waves crashing to compose musical progressions for when we dance with loved ones.

“I strive to provide with the other performance rights organizations are missing: a voice for the unspoken performers in the musical industry.

Jake P. Noch, the Founder and Chief Executive Officer of Pro Music Rights recently received two million dollar-plus settlements in two separate lawsuits against publicly-traded companies.

In October PMR sued US supermarket chain Meijer for allegedly refusing to pay fees agreed in a contract for a public performance license.

PMR hit headlines in early 2020 for having sued “the entire music industry” over an alleged “conspiracy to shut PMR out of the market and to fix prices at infracompetitive levels”.

Another of Noch’s businesses, Florida-based independent music company Sosa Entertainment LLC, sued Spotify towards the end of 2019, claiming, amongst other things, that Spotify had not paid Sosa full royalties associated with over 550 million streams.

A countersuit was launched by Spotify in May 2020, claiming that its fraud-monitoring team found “unmistakable signs that the streams of Noch and Sosa’s content had been artificially inflated”.

Sosa asked a federal Judge to dismiss Spotify’s countersuit in June 2020, calling the streaming company’s action “procedurally defective” and “legally deficient”.Music Business Worldwide