We’ve previously written about Securities and Exchange Commission (“SEC”) enforcement actions pending against John Fierro and Justin Keener alleging unregistered dealer activity. Filed in February and March 2020 respectively, they are similar to a lawsuit the agency brought… Read More
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As business owners, it’s important that you watch out for all of these forms of business identity theft. Your business, whether big or small, is vulnerable to all of these schemes, just by virtue of being in business.
On June 17th, 2020, the SEC charged international insurance company AmTrust Financial Services, Inc. and its former CFO Ronald E. Pipoly Jr. with failing to disclose material facts …
Category: Blog Posts Tags: AmTrust, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, Ronald E. Pipoly Jr, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, stock scheme
The SEC has obtained final judgments against movie director and convicted felon Daniel Adams, music producer Michael Flanders, and companies under their control for defrauding two investors in connection with financing the movie entitled An L.A. Minute.
Category: Blog Posts Tags: Daniel Adams, L.A. Minute LLC, Michael Flanders, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, Spiderworx Media LLC, stock scheme
Dilution Funders and Dilution Financings Challenged by SEC
Category: Blog Posts Tags: broker-dealer, convertible note lender, convertible promissory note, David Foley, Dealer, Dilution Financing, Dilution Funder, Exchange Act Section 15(a), financing agreement, JDF Capital, JMJ Financial, John Fierro, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, Ronald E. Pipoly Jr, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, stock scheme, Toxic Convertible Note, toxic financing, Toxic Financings, Toxic Funder, toxic funding
The U.S. District Court for the Eastern District of New York entered a final judgment as to monetary relief against the former de facto CEO of Giga Entertainment Media, Inc., Gary S. Nerlinger, whom the SEC previously charged in connection with a scheme to mislead investors.
Category: Blog Posts Tags: Gary Nerlinger, Giga Entertainment Inc, Lawrence Silver, microcap securities, Microcap Stock, New York, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, stock scheme
The SEC announced that it has obtained final judgments by consent against Ronald Hardy, Anthony Vassallo, and Sergio Ramirez charged for their roles in a $10 million boiler room scheme.
Category: Blog Posts Tags: Anthony Vassallo, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, Ronald Hardy, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, Sergio Ramirez, stock scheme
The SEC announced that it has obtained court approval of settlements with eight defendants: Arkadiy Dubovoy, Igor Dubovoy, Southeastern Holding and Investment Company LLC, APD Developers, Inc., Leonid Momotok, Aleksandr Garkusha, Vladislav Khalupsky, and Memelland Investments Ltd, charged in connection with an international scheme to trade on hacked news releases.
Category: Blog Posts Tags: Aleksandr Garkusha, APD Developers, Arkadiy Dubovoy, Igor Dubovoy, Inc, Leonid Momotok, Memelland Investments Ltd, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, Southeastern Holding and Investment Company LLC, stock scheme, Ukraine, Vladislav Khalupsky
Sales of restricted securities by affiliates and control persons of publicly traded companies are subject to requirements not applicable to other sellers under federal securities laws. Control person and affiliate are defined by Rule 405.
Form 3 must be filed within ten (10) calendar days after a person becomes a Section 16 insider. Form 3 is a simplified SEC form that allows insiders to report initial ownership information.
When the SEC issues a trading suspension pursuant to Section 12(k), trading in the security is halted for the period set forth in the order which is typically the full 10 days.
Category: Blog Posts Tags: Broker, broker-dealer, broker-dealers, Covid-19 Pandemic, Dealer, Exchange Act Section 12(k), FINRA Rule 15c2-11, nasdaq, nyse, OTC Markets, Rule 15c2-11, SEC Action, SEC Trading Suspension, SEC Trading Suspensions, Section12(k) of the Securities Exchange Act, Securities Exchange Act, suspend trading, trading halting, trading suspension, Trading Suspensions
The SEC charged Jason C. Nielsen, a penny stock trader in Santa Cruz, California, with conducting a fraudulent pump-and-dump scheme in the stock of a biotechnology company by making hundreds of misleading statements in an online investment forum, including a false assertion that the company had developed an “approved” COVID-19 blood test.
Category: Blog Posts Tags: Arravit Corporation, california, COVID-19, Jason C. Nielsen, Jason Nielsen, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, Santa Cruz , SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Securities Fraud, Securities Law Defense, stock scheme
United States District Court for the Northern District of Ohio entered final consent judgments against recidivist investment adviser Brandon E. Copeland and his advisory firm, E.B. & Copeland Capital, Inc.
Category: Blog Posts Tags: Brandon Copeland, Brandon E. Copeland, E.B. & Copeland Capital, Inc, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, stock scheme
The United States District Court for the Central District of California entered a preliminary injunction and orders freezing assets and imposing other relief against California-registered investment adviser Paul Horton Smith, Sr. and his entities in connection with a Ponzi scheme targeting senior citizens.
Category: Blog Posts Tags: california, Egate, microcap securities, Microcap Stock, Northstar Communications LLC, OTC Markets, Paul Horton Smith Sr, Paul Smith, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, Planning Services Inc, ponzi scheme, regulation, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, stock scheme
The SEC announced that it has obtained final judgments that will require a former privately held dermatology products manufacturer, Stiefel Laboratories, and its former chairman and CEO, Charles Stiefel to pay $37 million for the benefit of shareholders whom they defrauded through share buybacks that were improperly undervalued.
Category: Blog Posts Tags: Charles Stiefel, GlaxoSmithKline PLC, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC regulation, SEC Subpoena, Securities Fraud, Securities Law Defense, Stiefel, Stiefel Laboratories, stock scheme
Dilution Funders have been charged by the SEC as unregistered dealers in violation of the Securities Exchange Act. Justin Keener and his company, JMJ Financial and John Fierro and his company, JDF Capital, Inc. are…
Category: Blog Posts Tags: broker-dealer, convertible note lender, Dealer, Dilution Funder, Dilution Funding, Dilutive Financing, Exchange Act, JDF Capital, JDF Capital Inc, JMJ Financial, John D. Fierro, Justin Keener, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, Small Business, stock scheme, Toxic Convertible Note, toxic financier, toxic financing, Toxic Financings, toxic funding, Toxic Lender, toxic lending, Unregistered Dealer
On June 5, 2020, the SEC announced an asset freeze against Daniel F. Putnam, of Utah, Jean Paul Ramirez Rico, of Colombia, and Angel A. Rodriguez, of Utah, who allegedly defrauded investors in two cryptocurrency-related schemes.
Category: Blog Posts Tags: Angel A. Rodriguez, Angel Rodriguez, cryptocurrency, Daniel F. Putnam of Utah, Daniel Putnam, Jean Paul Ramirez Rico of Colombia, microcap securities, Microcap Stock, Modern Money Team, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, SEC, SEC Action, SEC Administrative Proceeding, SEC Asset Freeze, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Subpoena, Securities Fraud, Securities Law Defense, stock scheme
After an issuer completes a Regulation CF crowdfunding offering, it must comply with certain ongoing reporting obligations. Unlike public company SEC reporting requirements, Regulation CF’s ongoing reporting requirements consist of only one filing annually.
Category: Blog Posts Tags: Crowdfund, Crowdfunding, Crowdfunding Lawyer, Form C-AR, Ongoing Reporting, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation Crowdfunding SEC Reporting, Regulation Crowdfunding Securities Offering, SEC Reporting Requirements, ulation Crowdfunding Lawyers
Securities offerings under Rule 504 of Regulation D of the Securities Act may prove useful to founders of startup and small companies.
Category: Blog Posts Tags: Form 1-A, Form S-1, Non-Accredited Investor, Private Placement Memorandum, Regulation A, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506, SCOR, SEC Reporting Requirements, securities offerings, SRule 504, State Blue Sky
The SEC has provided relief to Form S-3 issuers because of coronavirus. Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction.
Category: Blog Posts Tags: coronavirus, COVID-19 SEC Extension, COVID-19 SEC Order, Form 10-K, Form 6-K, Form 8-K, Form S-3, Form S-3 Registration Statement, Form S-3 Registration Statements, Form S-3 Registration Statements Takedowns, Form S-3 SEC coronavirus relief, Form S-3 SEC Relief, Form S-3 Takedown, Prospectus, Rule 415, Rule 415 Shelf Offering, SEC Reporting Requirements, Section 10(a), Section 10(a)(3), Securities Act Section 10(a), Shelf Offering
Public Company SEC Reporting Requirements – SEC Requirements to Go Public, Going Public Attorneys. Companies filing registration statements with the SEC become subject to the SEC reporting requirements three ways.
Category: Blog Posts Tags: Class of Securities, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Going Public, Form 10 Lawyer, Form 10 Lawyers, Form 10 Registration, Form 10 Registration Statement, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 8-A, Form 8-A registration statement, Form 8-K, Form S-1, Form S-1. Registration Statement, Go Public, Go Public Direct, nasdaq, nyse, Public Company, Public Company Reporting Requirements, Register Securities, Registration Statement, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 16, Securities Exchange Act
SEC trading suspensions often leave investors in the dark. While SEC trading suspensions may be intended to prevent investor losses, the opposite is true.
Category: Blog Posts Tags: fraud, Going Public, lawyer, legal opinions, Microcap Action, Microcap Investor, Microcap Stock, OTC Markets, penalty, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, russell, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Trading Suspension, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, trading suspension
The SEC’s Regulation Crowdfunding temporary rules are intended to expedite the crowdfunding offering process for smaller, previously established companies directly or indirectly affected by COVID-19.
Section 4(a)(7) provides an exemption for private resales from the SEC’s (“SEC”) registration statement requirements if certain conditions are met. One of the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws are preempted.
Category: Blog Posts Tags: control person, Control Securities, Crowdfunding, Exempt Offering, FAST Act, Form S-1, Intrastate Exemption, issuer exemption, Private Placement, private resale, private resale of securities, Public Resales, Regulation A, Regulation D, restricted securities, restricted shares, Rule 144, Rule 147, Rule 506(b), SEC Exemption, SEC resale exemption, Section 4(a)(1½) Exemption, Section 4(a)(2), section 4(a)(7), section 4(a)(7) resale, section 4(a)(7) resale exemption, Section 5, Securities Act, Selling Stockholder
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted securities and may not be resold absent SEC registration or an exemption therefrom.
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Form 12b-25 and Rule 12b-25 provide relief for issuers unable to meet SEC reporting requirements on time. Rule 12b-25 grants..
Category: Blog Posts Tags: 12b-25, Form 10-K, Form 10-Q, Form 20-F, Form 6-K, Form 8-K, Form S-3, Form S-8, Public Company Reporting, Public Company SEC Reporting, Public Company SEC Reporting Requirements, Rule 12-25 Extension, Rule 12b-25, Rule 144, SEC disclosure, SEC Reporting Requirements
Section 16 insiders must file an Annual Statement of Changes in Beneficial Ownership on Form 5 if there are any transactions in the company’s equity securities that were not previously reported on a Form 4, other than transactions that are exempt from Form 5’s SEC reporting requirements. Form 5 is a mandatory SEC Form that should not be …
Category: Blog Posts Tags: Annual Report on Form 10-K, Form 3, Form 4, Form 5, Form 5 Report, SEC Action, SEC disclosure, SEC Disclosure Requirements, SEC Form 5, SEC Reporting, SEC Reporting Obligation, SEC Reporting Requirements, Section 15, Section 16, Section 16 Insider
Securities Lawyer 101 Blog Companies going public have a variety of structures for their transactions. Companies can sell shares in reliance upon Rule 506 of Regulation D and file a selling shareholder registration statement with the Securities and Exchange… Read More
Category: Blog Posts Tags: Class of Securities, Direct Listing Lawyer, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Going Public, Form 10 Lawyer, Form 10 Lawyers, Form 10 Registration, Form 10 Registration Statement, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 8-A, Form 8-A registration statement, Form 8-K, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form s-1 registration statement filing, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation S-K, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, S-1 Going Public, SEC Quiet Period, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings, Selling Shareholder, Selling Stockholder
One requirement of a going public transaction is that the issuer obtain sufficient stockholders to establish a trading market. These initial investors are commonly referred to as “Seed Stockholders” or “Seed Shareholders”. Seed Shareholders play an important role in the capital raising and going public process.
Category: Blog Posts Tags: Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Direct Listing Lawyer, Form 10, Form 10 Registration, Form 10 Registration Statement, Form C, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form s-1 registration statement filing, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Private Placement, Prospectus, Prospectus Requirements, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding, Regulation Crowdfunding Attorney, Regulation Crowdfunding attorneys, Regulation Crowdfunding Lawyers, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation Crowdfunding SEC Reporting, Regulation D, Regulation S-K, Rule 506, Rule 506 (b), Rule 506-c, Rule 506(c), S-1 Going Public, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, securities offerings Accredited Investor, Seed Investor, Seed Shareholder, Seed Stockholder, Seed Stockholders
Many issuers seeking to raise capital often attempt to go public using a reverse merger with a Form 10 public shell company. Shell companies that file a Form 10 have pitfalls for unsuspecting private companies.
Category: Blog Posts Tags: Direct Public Listing, Direct Public Offering, Form 10, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 8-K, Form S-1, Go Public, Go Public Direct, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Reporting Requirements
