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
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
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:
Category: Blog Posts Tags: Class of Securities, Confidential Registration Statement, Confidential Submission, Direct Public Listing, Direct Public Offering, DPO, Emerging Growth Company, 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 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Direct, going public transactions, Register Securities, Registration Statement, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings
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.
Category: Blog Posts Tags: Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Form C, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Direct, going public transactions, Private Placement, Register Securities, Registration Statement, 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, Regulation D, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, Rule 506, Rule 506 (b), Rule 506-c, Rule 506(c), SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), SECTION 4(A)6, Securities Exchange Act, securities offerings Accredited Investor
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.
Category: Blog Posts, Going Public Tags: Blue Sky, Form D, Going Public, Manual Exemption, NASAA coordinated review program, nasdaq, NSMIA, nyse, OTC Markets, OTC Markets Issuer, Regulation A, Regulation A Lawyer, Regulation A Offering, Regulation A Resales, Regulation A Secondary Sales, Regulation A Tier 2, Regulation D State Law, Resale, SEC Exemption, SEC Registration, SEC Registration Statement, Secondary Sales, secondary trading, Securities Offering, State Blue Sky, Tier 2
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
1. Overview of the Regulation A+ Exemption On March 25, 2015, the Securities and Exchange Commission (the “SEC”) created Regulation A+ by adopting final rules to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act by… Read More
Category: Blog Posts Tags: Accredited Crowdfunding, Accredited Investor, attorney, Crowdfunding, Crowdfunding Exemption, Going Public, Kickstarter, lawyer, Michael Williams, offerings, Regulation A, Regulation CF, Regulation Crowdfunding, Rule 506, Rule 506-c, Rule 506(c), SEC, SEC Registration, SEC Reporting Requirements, securities, Securities Offering, tier 1, Tier 2
Edward Espinal, a 44-year-old from Wayne, New Jersey, and his company, Cash Flow Partners LLC, were charged by the Securities and Exchange Commission (SEC) on December 19, 2019, for perpetrating a Ponzi Scheme that mainly targeted members of… Read More
Category: Blog Posts Tags: Cash Flow, cash flow partners, Edward Espinal, Exchange Act, investor, Microcap Action, Microcap Investor, Microcap Stock, new jersey, OTC Markets, Penny Stock, Penny Stock Action, Penny Stock Bar, Penny Stock Bars, Penny Stock Fraud, Penny Stock Issuer, ponzi scheme, Rule 10b-5, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Case, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Investigation, SEC Judgment, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, SEC Penny Stock Bar, SEC regulation, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense
Form S-1 registration statements provide issuers with flexibility in going public transactions. A registration statement on Form S-1 can be used to register specific securities for a company to sell to investors and specific shares for the company’s… Read More
A Private Placement Memorandum is sometimes referred to as a confidential offering circular or an offering memorandum. A Private Placement Memorandum can be used by private companies who intend to stay private and as part of a going public transaction.
Category: Blog Posts Tags: Accredited Investor, Confidential Offering Circular, Form D, Offering Exemption, Offering Memorandum, 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)
The Securities Act of 1933, as amended (the “Securities Act”) is often referred to as the “truth in securities” law. The Securities Act requires disclosure of financial and other material information about securities that are being offered for… Read More
Seed Capital and the Friends and Family Round Many small companies seeking to raise funds for their business raise initial seed capital from friends and family. Even when raising funds in a friends and family round, federal securities… Read More
Category: Blog Posts Tags: Accredited Investor, Foreign Private Issuer, Form D, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Friends & Family Round, Friends and Family, Friends and Family Round, Go Public, Go Public Direct, going public transactions, Raise Capital, Raise Money, Register Securities, Registration Statement, Regulation A, Regulation D, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, Rule 506, Rule 506(b), Rule 506(c), SEC Exemption, SEC Registration, SEC Registration Statement, SEC Registration Statements, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 4(a)(2), Securities Exchange Act, securities offerings, Seed Capital, Seed Financing
On January 22, 2020, the Securities and Exchange Commission (“SEC”) announced two whistleblower awards in connection with two separate SEC enforcement actions. Both whistleblowers provided significant information that helped the SEC shut down two separate fraudulent schemes involving… Read More
Category: Blog Posts Tags: dodd-frank, Penny Stock, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Whistleblower, Securities Fraud, Securities Law Defense
Due to longstanding internal control failures, MetLife has agreed to pay $10 million to settle the charge that was brought forward by the Securities and Exchange Commission (SEC). According to Reuters, which reported on the news, “The settlement… Read More
Bluefin Trading LLC and Critical Trading LLC were charged by the Securities and Exchange Commission (SEC) on December 18, 2019, for violating what is known as the “short tender rule” and “enriching themselves at the expense of other… Read More
Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction. Form S-3 provides an opportunity not available by any other SEC form.
Category: Blog Posts Tags: Class of Securities, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Form 8-A, Form 8-A registration statement, Form 8-K, Form S-1, Form S-1. Registration Statement, Form S-3, Form S-3 Attorney, Form S-3 Attorneys, Form S-3 Disclosures, Form S-3 Effective, Form S-3 Eligibility, Form S-3 Going Public, Form S-3 Lawyer, Form S-3 Lawyers, Form S-3 Registration, Form S-3 Registration Statement, Form S-3 Shell, Form S-3 Shell Company, Form S-3-K, Form S-3-Q, Go Public, Go Public Direct, Register Securities, Registration Statement, requirements, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirements, Securities Exchange Act
As CNN reports, the Governor of Illinois has decided to issue pardons for over 11,000 citizens of the state who have been convicted of low-level marijuana offenses. This action comes simultaneously with the legalization of weed for all… Read More
Blockchain technology company Blockchain of Things Inc. (BCOT) settled charges brought against them by the Securities and Exchange Commission (SEC) on December 18, 2019, for conducting an unregistered initial coin offering (ICO). The New York-based startup Blockchain of… Read More
Category: Blog Posts Tags: bcot, blockchain of things, crypto, enforcement, Exchange Act, ICO, ICO Fraud, ICO Offering, ICO Scam, investor, Microcap Action, Microcap Investor, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Action, Penny Stock Bar, Penny Stock Bars, Penny Stock Fraud, Penny Stock Issuer, ponzi scheme, Rule 10b-5, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Case, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Investigation, SEC Judgment, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, SEC Penny Stock Bar, SEC regulation, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, securities, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense, unregistered
On December 18, 2019, the Securities and Exchange Commission made an announcement that could be a very big deal for many companies that want to go public to raise money. This announcement was a proposal that shows that… Read More
Confidential registration statements are often filed on Form S-1 as part of a going public transaction.
Category: Blog Posts Tags: Confidential Registration, Confidential Registration Statement, Confidential Submission, Emerging Growth Company, Form 10, Form 10 Registration, Form 10 Registration Statement, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, going public transactions, SEC Registration Statement, SEC Reporting Requirements, securities offerings
The Boston and New York SEC and DOJ Charge Ulrik Debo and Kenneth Ciapal and Others The Securities and Exchange Commission (SEC) and the Department of Justice (DOJ} charged Ulrik Debo, Kenneth Ciapala, Kenneth Ciapala, and a number… Read More
Category: Blog Posts Tags: Anthony Killarney, Blacklight, Capital, Chaîne des Rôtisseurs, Christopher Lee McKnight, Ciapala, doj, Huffington Capital Corp, Kenneth Ciapala, Matveev Anton, ndrew Dale Wise, Rajesh Taneja, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Injunction, SEC Judgment, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, Steve Bajic, Taneja, The Moskowitze Report, Ulrik Debo, Wynford
The Securities and Exchange Commission (SEC) on December 18, 2019, voted to “propose rules that would require resource extraction issuers to disclose payments made to foreign governments or the U.S. federal government for the commercial development of oil,… Read More
Issuers who offer and sell securities or file an S-1 Registration Statement for selling shareholders in connection with a going public transaction will need the assistance of an experienced securities lawyer for the registration process to ensure all required SEC disclosures are provided.
Category: Blog Posts Tags: 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 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 Comments, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings Published 2
Regulation A provides an exemption from registration that can be used in conjunction with a going public transaction. Regulation A has two tiers each with unique requirements and benefits.
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, Form 10, Form 8-A, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Direct, Register Securities, Registration Statement, Regulation 1-SA, Regulation A, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Section 12(b), Section 12(g), Securities Act, Securities Exchange Act, Securities Offering, securities offerings, Semi-annual reports on Form 1-SA
On December 18, 2019 the SEC introduced new rules and guidance for security-based swaps that transcend borders. Many interested parties trade across borders and maintain different international locales. For more information, you can read the Fact Sheet released… Read More
As we write about often on our blog, the regulatory state of CBD is in flux, and owners of CBD companies should be aware of the challenges that they have to face in the current market. The world’s… Read More
Regulation A offers an alternative to the traditional methods of filing a Registration Statement on Form S-1 or Form F-1 to raise capital and go public, while preserving some of the key benefits of those traditional registered offerings. Regulation A’s benefits:
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, Going Public, offering, 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, Rule 15c2-11, SEC, 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, tier 1, Tier 2
On Wednesday, December 18, 2019, the SEC adopted new rules 15Fi-3, 15Fi-4, and 15Fi-5, which they describe as risk mitigation techniques for uncleared security-based swaps. These rules “establish requirements for registered security-based swap dealers and major security-based swap… Read More
Form S-1 provides flexibility in going public transactions. It allows the issuer to register shares during the going public process on behalf of the issuer or shareholders.
Category: Blog Posts Tags: Form 10, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, 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 Registered Offering, Form S-1 Registered Offerings, 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, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public
Janardhan Nellore, a 42 year old IT administrator, has been charged with using confidential earnings information, along with his friends, to trade on a Silicon Valley cloud-computing company that he was working for. The scheme netted him and… Read More
SEC Comments – Form S-1 – Going Public Lawyers
Issuers who offer and sell securities or file an S-1 Registration Statement for selling shareholders in connection with a going public transaction will need the assistance of an experienced securities lawyer for the registration process to ensure all required SEC disclosures are provided.
Category: Blog Posts Tags: 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 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 Comments, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings Published 2