The SEC Addresses COVID-19 Disclosure Requirements – Securities Lawyer 101

  The SEC Addresses COVID-19 Disclosure Requirements Earlier this month, the Securities and Exchange Commission (the “SEC”) addressed COVID-19 disclosure requirements in a release reminding companies subject to the SEC’s reporting requirements of their disclosure obligations regarding their… Read More

SBA Offers Small Business Loans in Response to Coronavirus – COVID-19

U.S. Small Business Administration Offers Funding in Response to COVID-19. The Coronavirus Preparedness and Response Supplemental Appropriations Act (the “Act”), passed with near unanimous support in both the House and Senate and was signed into law on March 6, 2020. The Act provides $20 million for the Small Business Administration (“SBA”) disaster loans program to support SBA’s administration of loans to entities financially impacted as a result of the coronavirus. Individual businesses may apply for up to $2 million of working capital loans.

What Is an Accredited Investor Verification Provider?

Accredited Investor Verification – Accredited Crowdfunding Under Rule 506(c) Accredited investor verification is a critical part of the Rule 506(c) also known as the Accredited Crowdfunding exemption. Rule 506(c) of Regulation D of the Securities Act of 1933,… Read More

Short Sale and Short Seller Rules – Regulation SHO Lawyers

Understanding the Games that Issuers and Short Sellers Play When a manipulated stock’s price declines, it has become common practice for penny stock issuers and their disciples to scream foul play and claim their company is the victim… Read More

What Is A Form 10 Registration Statement? Form 10 Securities Lawyers

Form 10 shells are used as inventory for reverse merger transactions that take a company from private to public company status.

SEC Reporting After a Form 10 Goes Effective – Form 10 Registration Statements

If a company files a registration statement on Form 10 under Section 12 of the Exchange Act, it becomes an SEC reporting company and the company becomes subject to the same annual, quarterly, and current reporting obligations that result… Read More

Crowdfunding JOBS Act, Crowdfunding Portals, Platforms and Intermediaries

What You Need to Know About Crowdfunding Portals and Intermediaries The JOBS Act includes provisions to allow crowdfunding intermediaries known as “Crowdfunding Portals”, or “Crowdfunding Platforms” to assist companies with raising capital using the internet.  Crowdfunding Portals will serve as attractive… Read More

Form S-1 SEC Review Process – S-1 Requirements Going Public

The Division of Corporation Finance of the Securities and Exchange Commission (SEC) reviews filings and provides companies going public with comments on filings to ensure that its disclosure requirements are being met. This is particularly common for a… Read More

Form S-1 Registration Statement Quiet Period – Going Public

Private companies going public should consider Form S-1 filing requirements when contemplating their securities offering.  The most commonly used registration statement form is Form S-1. Private companies seeking to raise capital often file a registration statement on SEC… Read More

CBD Oil for Pain: FDA Approves Over-the-Counter Cannabidiol Topical

The FDA recently approved an opioid-free pain-relieving cream from Honest Globe, a plant-based wellness company specializing in alternative health care. This over-the-counter topical is infused with cannabidiol (CBD) oil, an ingredient found in cannabis, originally derived from the hemp plant.

According to the company, Elixicure may be able to help those manage chronic pain without the use of narcotics.”We are ecstatic to announce that Elixicure’s Registration has been Certified by the FDA,” Elixicure’s Chief of Business Development, Yaniv Kotler said. “The FDA’s certification provides customers with an alternative to opioids for pain relief.”

This is what you need to know.

FINRA Addresses Digital Securities – Regulatory Notice 19-24

FINRA Encourages Member Firms to Provide Notice of Activities in Digital Securities Last year, FINRA took several steps to engage with its members regarding their current and planned activities relating to digital assets. These efforts included the issuance… Read More

SEC Charges Attorney Ben Bunker with Fraudulent Scheme

On January 23, 2020, the Securities and Exchange Commission (SEC) issued a cease and desist order against attorney Ben Bunker (Benjamin L. Bunker). Bunker is a 42 year old lawyer based in Las Vegas, Nevada. Bunker was working… Read More

FINRA Sanctions 5 Firms for Failing to Reasonably Supervise Accounts

FINRA, before the New Year 2020, sanctioned five major financial firms who failing to reasonably supervise custodial accounts. These five firms were: Citigroup Global Markets Inc.; J.P. Morgan Securities LLC; LPL Financial LLC; Morgan Stanley Smith Barney LLC;… Read More

Confidential Registration Statements Q & A – Going Public Lawyers

The confidential submission of a registration statement on Form S-1 allows a company to keep the registration statement confidential.

Diane Dalmy and Michael Woodford Charged for False Legal Opinions

On March 13, 2019, the Securities and Exchange Commission (SEC) charged attorney Diane Dalmy with fraud for “for concealing from transfer agents and brokerage firms her involvement in preparing legal opinion letters concerning the sale of certain microcap… Read More

Guy Scott Griffithe & Robert Russell Charged by SEC in Cannabis Company Scheme

A California man, Guy Scott Griffithe, and a Washington state man, Robert William Russell, were charged on Tuesday, January 21, 2020, by the Securities and Exchange Commission (SEC) for defrauding investors by selling them shares of one company,… Read More

SEC Obtains Emergency Asset Freeze Against Kenneth Courtright and TGC

On Wednesday, January 15, 2020, the Chicago Sun Times reported “A federal judge has frozen the assets of Kenneth Courtright, an Illinois man and the company he ran under the name “The Income Store” after the U.S. Securities and Exchange Commission (SEC) accused him of a “Ponzi-like scheme” that raised $75 million.” This man is named Kenneth Courtright. He founded the company and is the current chairman. Courtright was using the money from his company to overpay his mortgage and pay tuition for his kids’ private school. The Income Store is officially known as Todays Growth Consultant, Inc. (TGC).

How Does Offering Integration Impact Reg A Offerings?

Offering integration can become a problem for some issuers conducting  Regulation A+ (also known as Reg A) offerings.  The Reg A offering integration rules prevent companies from improperly avoiding SEC registration by dividing a single securities offering into multiple securities offerings to take advantage of Securities Act exemptions that would not be available for the combined offering.

Regulation D Rule 504 Securities Offering Requirements and Disclosures

Rule 504 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) allows an issuer to raise capital of up to $5,000,000 in a 12-month.  Rule 504 allows sales to both accredited and non-accredited… Read More

SEC Charges Boaz Manor and Blockchain Terminal with Fraudulent ICO

The New York Post reported on Friday, January 17, 2020, “A convicted hedge-fund swindler assumed a fake name and donned a disguise to lure investors into a $30 million cryptocurrency fraud in New York that spanned two years.”… Read More

Regulation A Testing the Waters – Securities Lawyer 101

Once you publicly file your Form 1-A offering statement, the solicitation materials must be followed by a current preliminary offering circular or include a declaration that notifies potential investors where and how the most current preliminary offering circular may be found. This condition can be satisfied by adding the URL where the preliminary offering circular is located on the internet.

OTC Markets Policies on Section 17(b) and Stock Promotion

The SEC and Section 17(b) Stock Promotion In the over-the-counter equities market, paid stock promotion has long been of concern to the Securities and Exchange Commission (“SEC”) and to responsible market participants.  Recently the OTC Markets has taken… Read More

SEC Proposes Improvements to Governance of National Market System

The Securities and Exchange Commission (SEC) wants to improve the regulation surrounding market data plans. They are seeking public comment on a proposed order that would modernize the governance of National Market System (NMS). According to Wikipedia, “The National… Read More

Form S-1 Registration Statement Requirements – Going Public

Form S-1 registration statements is the most commonly used registration statement form. Form S-1 permits issuers to register various types of offerings and the form can be used by both public and private companies engaged in going public transactions.  A Form… Read More

SEC Proposes to Modernize Auditor Independence Rules

On December 30, 2019, just before the start of the new year, the Securities and Exchange Commission (SEC) “announced that it is proposing amendments to codify certain staff consultations and modernize certain aspects of its auditor independence framework.”… Read More

Dead Stock Walking | Dormant Issuers and Reverse Merger Risks

  In recent years, the SEC has issued trading suspensions and revoked the registration of numerous publicly traded companies many of which were dormant tickers at one time. These SEC enforcement proceedings were brought under Section 12(j) of… Read More

What is Form 10 Information? Going Public Attorneys

A Form 10 registration status can cure public shell company status and has been used by many companies after reverse mergers.  Rule 144 is available to shareholders of former shell companies if:

Accredited Crowdfunding With Rule 506(c) – Going Public Attorneys

Private placement offerings under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (“Securities Act”) are a cost-effective and relatively quick way for private companies to raise capital before, during, and after a going public transaction.

Blue Sky Laws and Secondary Trading and Resales in Regulation A Offerings

There are two offering tiers, Tier 1 and Tier 2 in Regulation A+ and each is treated differently under both SEC and State Blue Sky laws.

SEC Charges Recidivist Keith Springer with Defrauding Retirees

On December 19, 2019, the Securities and Exchange Commission (SEC) charged Sacramento, California-based investment adviser firm Springer Investment Management, Inc. dba Springer Financial Advisors (SFA) and owner Keith Springer with defrauding hundreds of retail clients, most of them… Read More