Penny Stock Scalping 101 – Securities Lawyer 101

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

SEC Form D Requirements, Regulation D, Notice of Sales

SEC Form 8-K Current Reports, Filing Requirements l Securities Lawyer 101

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

Form 10-Q Quarterly Reports, Filing Requirements l Going Public Lawyer

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

What is an Accredited Investor? Securities Lawyer 101

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.

S-1 Registration Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers

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.

Dormant Shell Companies For Reverse Mergers Suspended by the SEC While Delinquent Filers Run Wild

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. 

Going Public – Regulation A+ – IPO Alternative

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.

Form F-1 Foreign Issuer Registration Statements and Going Public

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

Will Form 12b-25 Extend 10-Q’s Due Date? l Securities Lawyer 101

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.

SEC Charges Lloyd Schuman with Repeated Insider Trading

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

SEC Charges Danny Williams Former Executive of a Truckload Freight Company with Accounting Fraud

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

SEC Obtains Final Judgment Against Rocco Roveccio for Defrauding Customers

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

What is a Penny Stock? Securities Lawyer 101

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.

SEC Announces Fraud Charges in Ticket Resale Investment Scam

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

SEC Obtains Asset Freeze in Connection with Alleged Insider Trading

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

SEC Charges Christopher Dougherty, an Investment Adviser with Running a Ponzi Scheme

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

Do I Have To Amend My Form D? Going Public Attorneys

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

What Is DTC Eligibility? Going Public Attorneys

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

SEC Charges Truckload Freight Company with Accounting Fraud

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

Former Broker Zachary Berkey Ordered to Pay SEC Disgorgement and Penalties

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

SEC Charges Eric Lyons For Misappropriation and Fraudulent Securities Offering

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

SEC Charges David Loflin in Greenway Design Pump-and-Dump

The SEC charged David Loflin on April 22,2019, for his role in a pump-and-dump scheme in the stock of Greenway Design Group, Inc., a Phoenix, Arizona company that was secretly controlled by David Loflin’s now-deceased business partner. According to… Read More

Regulation A Form 1-A Offering Circular Disclosures – Going Public Lawyers

Regulation A Form 1-A Offering Statements require line item disclosure of information about the issuer and the offering. Form 1-A is subject to a full review by the SEC.

Rule 506(c) Accredited Crowdfunding Offering Requirements – Crowdfunding Attorneys

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”.

SEC Charges Kimberly Sredich with Misappropriation Scheme

On April 18, 2019, the SEC charged Kimberly Sredich, a Michigan resident, with misappropriating funds from brokerage customers of a registered broker-dealer with which she was associated. The SEC’s complaint alleges that between 2014 and 2018, Kimberly Sredich… Read More

Regulation A l The Colossal Exemption l Securities Lawyer 101

Overview of the Regulation A Exemption The Regulation A offering exemption provides investors with more investment choices and issuers with more capital raising options during their going public transactions. Regulation A is mandated by Title IV of the… Read More

SEC Charges Yuh-Yue Chen, a California Engineer with Insider Trading

The SEC announced  on April 18,2019, the filing of insider trading charges against Yuh-Yue Chen, a former engineer at Skyworks Solutions, Inc., a Massachusetts-based company with executive offices and a design center in Irvine, California that designs, manufactures… Read More

SEC Obtains Final Judgments Against Joseph Meli and Parties involved in Ticket Resale Scams

On April 11, 2019, two federal court judges entered final judgments against Joseph Meli, a New York City man, and six of his companies, in connection with two SEC cases that charged Joseph Meli with operating multi-million dollar… Read More

What is Form 211? Rule 15c-211, Sponsoring Market Maker Requirements

Locating a sponsoring market maker to file the Form 211 under Rule 15c-211 has become a challenging step in the going public process.