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.
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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.
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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.
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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.
Category: Blog Posts Tags: 4(a)(2) Exemption, Accredited Investor, Confidential Offering Circular, Exempt Offerings, Form D, Offering Exemption, Offering Memorandum, PPM, Private Placement, Private Placement Memorandum, Regulation D, Rule 506, Rule 506(b), Rule 506(c), SEC Exemption, SEC Registration, SEC Registration Statement, SEC Registration Statements, Section 4(a)(2), Section 4(a)(2) Exemption
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
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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
If you use email in your business, you should be aware of the requirements of the CAN-SPAM Act (“CAN-SPAM”). Investor relations providers often attempt to remain anonymous.
Category: Blog Posts Tags: 17-b, 17b, broker-dealer, CAN-SPAM, Dual Listing, Form F-1, Form S-1, Going Public, Investor Relations, Public Company Reporting Requirements, Pump, Regulation A, Rule 506(c), SEC Action, SEC Charges, SEC enforcement, Section 17(b), SPAM, Stock Promoter, Stock Promoters, Stock Promotion, Stock Scalping, Unregistered broker-dealer
Exchange Act Reporting After SEC Effectiveness of a Registered Direct Public Offering Upon completion of a registered direct public offering, the Exchange Act imposes periodic reporting obligations. If the issuer is a domestic issuer subject to SEC reporting… Read More
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Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, allows a company to use general solicitation and advertising to raise an unlimited amount of money from accredited investors.
Category: Blog Posts Tags: Accredited Crowdfunding, Accredited Investor Verification, Crowdfunding Lawyers, Offering Memorandum, Offering Memorandum Lawyer, PPM Lawyer, Private Placement Memorandum Lawyer, Regulation A, Regulation D, Regulation D Rule 506, Regulation D Rule 506 Exemption, Rule 506-c, Rule 506(c), SEC
On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued an order (the “SEC Order”) providing extensions to SEC reporting requirements deadlines for issuers affected by COVID‑19, further extending the deadlines set forth in a March… Read More
Category: Blog Posts Tags: Annual Reports on Form 10-K, Coronavirus disclosure, COVID-19 disclosure, Current Reports on Form 8-K, Form 10-K, Form 10-Q, Form 8-K, Periodic Reports, Periodic Reports and Filings, Preliminary and Definitive Proxy Statements, Quarterly Reports on Form 10-Q, SEC, SEC Coronavirus, SEC COVID, SEC COVID-19, SEC Extension, SEC Extensions, SEC Order, SEC periodic report, SEC Report, SEC Reporting, SEC Reporting Requirements
SECTION 4(A)6 OF THE SECURITIES ACT Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act” is also known as Regulation CF. These rules have made it easier for companies to raise money from a… Read More
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Regulation A, also known as Regulation A+, provides investors with more investment choices and issuers with more capital raising options during their going public transactions. The rules adopting Regulation A+ are mandated by Title IV of the Jumpstart… Read More
Category: Blog Posts Tags: Form 1-A. Form 1-A offering circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA; Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, Regulation 1-SA, Regulation A, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation CF, Regulation Crowdfunding, SEC Registration, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Securities Act, Securities Offering, Semi-annual reports on Form 1-SA
The SEC recently granted issuers using Regulation A and Regulation Crowdfunding known as Regulation CF have been granted extensions to their SEC reporting obligations. Last month, the SEC published new temporary final rules extending the due dates for… Read More
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Rule 506(c) verification of accredited investor status is only required where the issuer engages in general solicitation and/or advertising. The SEC provided guidance as to acceptable accredited investor verification methods.
Category: Blog Posts Tags: Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Form C, 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 Crowdfunding Securities Offering, SECTION 4(A)6
Crowdfunding Offerings in the Time of Coronavirus In the past few months, the COVID-19 outbreak has caused quarantines and closures, and has restricted the movement of people and goods between countries and within the United States. It has… Read More
Category: Blog Posts Tags: Accredited Crowdfunding, Accredited Investor, BackerKit, Brenda Hamilton, coronavirus, COVID-19, Covid-19 Pandemic, Crowdfunding, Crowdfunding Exemption, Kickstarter, Michael Williams, Regulation A, Regulation CF, Regulation Crowdfunding, Rule 506, Rule 506-c, Rule 506(c), SEC, SEC Registration, SEC Reporting Requirements, Securities Offering
A short sale transaction can be part of a legitimate trading strategy if done legally. Illegal Short selling…
Category: Blog Posts Tags: Reg SHO, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Regulation SHO, Rule 15c2-11, Rule 204T, SEC, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act, Securities and Exchange Commission, Securities Attorney, Short Sale, Short Seller, Short Selling, short squeeze
