Once the SEC staff declares your company’s Securities Act registration statement on Form S-1 effective, the public company becomes subject to the SEC’s reporting requirements .
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Rule 506 of Regulation D of the Securities Act of 1933 provides a private placement exemption from federal securities registration which is increasingly being used by companies seeking to raise capital prior to going public.
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Rule 506(c) is the most commonly used exemption of the Regulation D of the Securities Act. Rule 506(c) allows the issuer to use general solicitation and advertising so long as sales are only made to purchasers who the issuer verifies as an “accredited investor”.
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The Russian entity ICO Rating is an online presence that shares information about ICOs (initial coin offerings), which have grown alongside the rapid rise of cryptocurrency in the past few years. ICO Rating settled with the SEC for… Read More
Rule 506(c) fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if they comply with the Rule’s specific requirements. The advantages offered by Rule 506(c) are significant for issuers… Read More
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An exempt Direct Public Offering can involve a private placement under Rules 506(c) or 504 of Regulation D. The most commonly used Direct Public Offering exemption is Rule 506(c).
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SEC Concept Release on Harmonization of Securities Offering Exemptions In the wake of the stock market crash of 1929, the public had lost confidence in the entirely unregulated U.S. markets. Congress sought to restore it by creating a… Read More
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Securities Lawyer 101 Blog In order to qualify for many of the benefits created by Title I of the JOBS Act, an issuer must qualify as an Emerging Growth Company. The JOBS Act created a new disclosure standard… Read More
Stock scalping refers to the illegal and deceptive practice of recommending that others purchase a security while secretly selling the same security. In recent years, the Securities and Exchange Commission (the “SEC”) and Department of Justice have brought… Read More
SEC Form D Requirements, Regulation D, Notice of Sales
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Securities Lawyer 101 Blog Private companies going public should be familiar with the requirements of Form 8-K. Once a company completes its going public transaction and its Form S-1 is effective, it is required to comply with the… Read More
Publicly traded companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are subject to the SEC’s periodic and current reporting requirements… Read More
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Dodd-Frank amended the definition of an “accredited” investor to exclude the value of an investor’s primary residence when determining whether the net worth of that person exceeds the $1 million net worth test. Under the amended rule, for purposes of calculating net worth in determining status of accredited investors, the value of an investor’s primary residence may not be included.
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S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers – The process of going public using Form S-1 must be structured properly to be successful. Form S-1 is one of the most common forms used to register securities.
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Its object is to render useless and worthless dormant shell companies that might otherwise be hijacked, used in reverse mergers, and ultimately pumped and dumped.
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Regulation A contains two exemptions with unique requirements and benefits. Regulation A Tier 1 and Tier 2 allow the issuer to raise up to $20 million and $50 million, respectively every 12 months.
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SEC Form F-1 is commonly used by foreign issuers in connection with their going public transaction. Typically, foreign companies seeking to raise capital attempt to obtain public company status. Foreign companies that go public in the U.S. can register… Read More
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Form 12b-25 provides the issuer with a 5 day extension within which to file the Form 10-Q or 15 days for a Form 10-K.
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The SEC charged on May 9, 2019, Lloyd Schuman and Dane Janes for insider trading and for repeatedly traded and tipped on confidential information that they obtained through their respective employers. The SEC’s complaint, filed in the U.S…. Read More
Category: Blog Posts Tags: insider trading, Lloyd Schuman, OTC Markets, Penny Stock, Pump and Dump. SEC Trading Suspension, SEC Action, SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, Securities and Exchange Commission, Securities Fraud, Toxic Lender, trading suspension, Unregistered Dealer
On May 9,2019, the SEC charged Danny Williams, the former President of Quality Companies, LLC, a former subsidiary of Indianapolis-based Celadon Group Inc., with an accounting fraud that allowed Celadon to avoid disclosing substantial losses and misrepresent its… Read More
Category: Blog Posts Tags: Danny Williams, OTC Markets, Penny Stock, Pump and Dump. SEC Trading Suspension, SEC Action, SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, Securities and Exchange Commission, Securities Fraud, Toxic Lender, trading suspension, Truckload Freight, Unregistered Dealer
On May 3, 2019, a federal district court entered a final consent judgment against Rocco Roveccio, a broker who was charged with defrauding customers by making unsuitable and unauthorized trades and churning customers’ accounts, which enriched the broker… Read More
Category: Blog Posts Tags: OTC Markets, Penny Stock, Pump and Dump. SEC Trading Suspension, Rocco Roveccio, SEC Action, SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, Securities and Exchange Commission, Securities Fraud, Toxic Lender, Unregistered Dealer
The term “penny stock” refers to a security issued by a company whose shares that trades at less than $5 per share on the OTC Markets Group, Inc.’s OTC Link.
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On April 29,2019, the SEC charged James Siniscalchi, a New York City man with continuing a previously charged scheme, stealing millions of dollars from investors who were allegedly falsely promised their funds would be used for the purchase and… Read More
Category: Blog Posts Tags: OTC Markets, Penny Stock, Pump and Dump. SEC Trading Suspension, SEC Action, SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, Securities and Exchange Commission, Securities Fraud, Toxic Lender, trading suspension, Unregistered Dealer
The SEC announced on April 29,2019, the entry of an emergency court order freezing assets related to alleged insider trading that yielded approximately $2.5 million in profits in connection with the April 12, 2019 announcement that oil-and-gas conglomerate… Read More
Category: Blog Posts Tags: insider trading, OTC Markets, Penny Stock, Pump and Dump. SEC Trading Suspension, SEC Action, SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, Securities and Exchange Commission, Securities Fraud, Toxic Lender, trading suspension, Unregistered Dealer
On April 26, 2019, the SEC charged Christopher Dougherty and several entities he controlled, with operating a Ponzi scheme that defrauded his investment advisory clients out of $7 million. The San Diego District Attorney’s Office separately announced criminal… Read More
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When a company decides to raise money in a Regulation D offering as part of its going public transaction, it must file a Form D – Notice of Sales with the Securities and Exchange Commission Rule 504, 505… Read More
DTC’s eligibility creates liquidity for companies after a going public transaction. DTC’s Issue Eligibility program allows newly issued securities as well as secondary offerings that meet DTC’s eligibility criteria to become eligible for the depository and book-entry services… Read More
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The SEC charged on April 25,2019, an Indianapolis-based Celadon Group Inc. with an accounting fraud that allowed the truckload freight company to avoid disclosing substantial losses and misrepresent its financial condition. In a complaint filed in federal court… Read More
Category: Blog Posts Tags: Accounting Fraud, 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 Subpoena, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense
On April 18, 2019, the United States District Court for the Southern District of New York, ordered a former broker, Zachary Berkey, to pay $106,000 in disgorgement, plus prejudgment interest, and $71,000 in civil penalties. The SEC charged… Read More
Category: Blog Posts Tags: 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 Subpoena, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense, Zachary Berkey
On April 23, 2019, the SEC obtained an emergency asset freeze and temporary restraining order to halt an ongoing fraudulent securities offering by Eric Lyons, a Massachusetts resident, in an attempt to conceal his misappropriation from certain hedge… Read More
Category: Blog Posts Tags: Eric Lyons, 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 Subpoena, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense
