Worked example: an $8M S-1 raise onto OTCQB
Set the calculator above to a $8,000,000 raise, OTCQB, S-1 IPO — the default state on this page — and trace how the total is built. Underwriting is priced at the traditional firm-commitment discount, 4–7% of gross proceeds: $320,000–$560,000. Legal for a raise this size draws from the small-cap band (GPT.costs.legal.smallCap), trimmed by the OTCQB ×0.85 multiplier to roughly $63,750–$255,000. PCAOB audit fees, same multiplier, land near $38,250–$212,500. EDGAR filing agent, financial printer, and FINRA-related costs add $50,000–$300,000; a transfer agent enrolled in the Transfer Agent Verified Shares Program runs $3,000–$10,000 in year one; D&O insurance for a company this size typically prices at $30,000–$250,000. OTCQB's application fee is a flat, cited figure near $5,000.
Sum the low end and the high end separately — never average a line and then sum, since that collapses the range into a false point estimate — and the total lands around $510,000 to $1,592,500, roughly 6%–20% of the raise, with a plausible planning midpoint near 13%. Timeline for an S-1 IPO runs GPT.timelines.s1Ipo, 6 to 12 months from kickoff to first trade. That midpoint is exactly why the calculator reports a range instead of a single number: a founder who books legal at $64,000 and a well-known underwriter who prices at 7% will land near the high end even though every individual line looked "cheap" in isolation.
What actually drives the total
Four levers move this number more than anything else in the breakdown table. The underwriting discount is the single largest line on a firm-commitment S-1 and the one with the widest real-world spread — small-cap deals cluster near 7%, and only larger, more competitive raises negotiate materially below that. Best-efforts and self-underwritten S-1 structures can carry no underwriting discount at all, which is the biggest single cost lever available to a founder willing to run their own book. Venue choice is the second lever: Nasdaq's heavier diligence, higher entry fee tier, and more demanding audit/legal scope (modeled here as a ×1.25 multiplier against the same base ranges OTCQB uses at ×0.85) routinely adds 30–45% to the legal-and-audit portion alone, before the exchange's own entry fee is added on top. Audit timing is the third: PCAOB-registered audit capacity is finite, and a company that starts its audit engagement late in a busy season pays a premium for expedited turnaround — the audit range in this calculator ($45,000–$250,000) reflects that spread. Deal complexity is the fourth and least visible: multiple share classes, related-party transactions, prior private placements with resale registration rights, or a messy cap table all push legal spend toward the top of its range regardless of raise size, because counsel is pricing hours, not a percentage of proceeds.
Where founders overspend
The most common overspend is engaging a large-firm underwriter or law firm before running any competitive process — sole-sourcing the first quote a founder receives, rather than benchmarking two or three, routinely costs 20–40% more for comparable work. The second is over-insuring D&O in year one: boards new to public-company litigation exposure sometimes buy limits sized for a Nasdaq-listed company while still trading on OTCQB, when a right-sized policy tied to actual float and market cap would sit meaningfully lower in the GPT.costs.dandOInsurance range. The third is choosing the wrong venue first — attempting a direct Nasdaq listing before OTCQB or OTCQX seasoning, which multiplies legal and audit cost through the ×1.25 modeled uplift without the trading history and holder base Nasdaq's qualitative standards actually reward. The fourth is redundant filing-agent and financial-printer spend: many EDGAR agents now bundle printing, XBRL tagging, and FINRA-related filing support into a single retainer, and paying separately for each function pushes the edgarPrintingFinra line toward its high end for no added service.
Why every figure here is a range, not a point
Nothing in this calculator is a quote, and that's deliberate. Underwriting economics are negotiated deal by deal and move with market conditions at the time of pricing. Legal and audit fees are billed on scope and complexity, not a fixed percentage of proceeds — two companies raising the identical amount can see legal bills differ by 3–4x based on cap table history alone. Even the "verified" figures in data.js, like Nasdaq's published entry-fee schedule, describe a fee table with tiers, not a single number that applies to every issuer. Collapsing any of this into a point estimate would imply a precision the underlying market doesn't have. Use the range the way an experienced CFO uses it: as a planning band to size a budget and scope a first conversation with counsel and an underwriter, then replace every line with a real, engagement-specific number as those conversations happen.