Going Public Using an S-1
Using a Form S-1 Registration Statement to Go Public Private companies that go public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) to go public…. Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Form 10, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, 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 Quiet Period, 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 Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements
Court denies James L. Koutoulas’ petition to quash SEC subpoena
On May 23, 2024, the U.S. District Court for the Southern District of Florida granted the Securities and Exchange Commission’s (the “SEC“) application to enforce a subpoena for the production of documents to James L. Koutoulas (“Koutoulas ”)… Read More
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Why use a Direct Public Offering (DPO) to Go Public on the OTC Markets
An Initial Public Offering or IPO is used by issuers seeking to go public using an underwriter. IPOs are typically conducted by issuers listing on the NYSE Stock Exchange (“NYSE”) or NASDAQ Stock Markets (“NASDAQ”). Issuers most often… Read More
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11th Circuit Upholds Unregistered Dealer Justin Keener SEC Judgment
On May 29, 2024, the U.S. Court Of Appeals for the Eleventh Circuit entered its Opinion in the Securities and Exchange Commission’s (“SEC“) case against Justin Keener dba JMJ Financial (together “Keener”), upholding the United States District Court… Read More
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Tips For Going Public With A Direct Public Offering
More and more issuers going public opt for a direct public offering. Unlike an Initial Public Offering (IPO), in a direct public offering, the issuer sells shares of its stock directly to investors rather than through an underwriter. Going public transactions using a direct public… Read More
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SEC Obtains $5.9 Million Judgment Against John Fierro in Unregistered Penny Stock Dealer Case
On May 21, 2024, Judge Georgette Castner of the United States District Court for the District of New Jersey entered a final judgment against John D. Fierro and JDF Capital, Inc. The SEC’s complaint alleged that the Defendants… Read More
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Are You Ready? T+1 Trade Settlement Begins Next Week
On May 21, 2024, Securities and Exchange Commission Chair Gary Gensler formally announced the U.S. securities market’s switch to a T+1 standard settlement cycle. “T+1” means all trades in all U.S. markets will be settled the day after… Read More
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PCAOB Imposes a $400,000 Fine and Sanctions MaloneBailey, LLP for Pervasive Quality Control Violations
Less than a month after one of the biggest auditing firms in the public markets, BF Borgers, and its owner, Benjamin Borgers, were permanently banned and fined a combined $14 million by the Securities and Exchange Commission (the… Read More
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SEC Issues BF Borgers Exemptive Order For SEC Reporting Companies
On May 20, 2024, the Securities and Exchange Commission (“SEC”) provided exemptive relief to certain SEC reporting companies affected by the SEC’s permanent suspension of BF Borgers CPA PC and its owner, Benjamin F. Borgers (together, “BF Borgers”),… Read More
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CAT’s Cradle – Ongoing Problems with the SEC’s Consolidated Audit Trail
In July 2012, the SEC adopted a new Rule 613 under Section 11A(a)(3)(B) of the Securities Exchange Act of 1934 (“Exchange Act”). It would require national securities exchanges and national Self-Regulatory Organizations (“SROs’) “to act jointly in developing… Read More
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Trump Media’s auditing firm, BF Borgers, busted for “massive fraud”
On May 3, 2024, the Securities and Exchange Commission announced an enforcement action against auditing firm BF Borgers CPA PC and its principal, Benjamin F. Borgers. The regulator charged the firm with “deliberate and systemic failures to comply… Read More
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SEC permanently bans BF Borgers and its owner Benjamin Borgers and fines them a combined $14 million for accounting fraud
On May 3, 2024, the Securities and Exchange Commission (the “SEC“) charged audit firm BF Borgers and Its owner, Benjamin F. Borgers (together, “Respondents”), with Massive Fraud affecting more than 1,500 SEC filings. The SEC found that Borgers… Read More
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SEC Nails BF Borgers and Ben Borgers – Issuers Must Obtain New Auditors
On May 3, 2024, the Securities and Exchange Commission provided a statement for issuers impacted by its enforcement action against BF Bofgers CPA PC. According to the SEC Action against BF Borgers approximately 1,500 issuers used the services of BF Borgers for their audits.
Category: Blog Posts Tags: Accounting Fraud, auditor, Ben Borgers, Benjamin Borgers, Benjamin F Borgers, BF Borgers, CPA, deficient audits, Division of Enforcement, Division of EnforcementPCAOB, DJT, Donald Trump, India, PCAOB Audit, PCAOB Standards, permanent ban, Public Company Accounting Oversight Board, SEC, SEC Action, SEC Enforcment, SEC fine, SEC Order, Securities and Exchange Commission, Securities Attorney, sham audit mill, suspension, Trump Media & Technology Group Corp
SEC Charges Convertible Note Dealer Tri-Bridge Ventures, LLC and John Francis Forsythe, III for Failure to Register
On April 29, 2024, the Securities and Exchange Commission (the “SEC“) charged John Francis Forsythe, III (“Forsythe”), a resident of New Jersey, and Tri-Bridge Ventures, LLC (“Tri-Bridge”), an entity he owns and controls, with failing to register with… Read More
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SEC obtains final judgment against relief defendant in George Stubos case
On April 15, 2024, the U.S. District Court for the Southern District of New York entered a final judgment against relief defendant Dori-Ann Stubos, ordering her to pay more than $2.3 million in disgorgement and prejudgment interest. In… Read More
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Ross Mandell Begins a New Life
Ross Mandell, a former broker and the owner of Sky Capital LLC and Sky Capital Holdings Ltd. was released from federal home confinement in early January of this year. He isn’t letting grass grow under his feet: he… Read More
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What are SEC Periodic Reporting Requirements? Securities Lawyer 101
Companies become subject to the SEC’s periodic reporting requirements in several ways, including by filing a registration under the Securities Act of 1933, as amended or pursuant to the Securities Exchange Act of 1934. The SEC’s periodic reporting… Read More
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Reg A+ Securities Offerings and FAST Act
Prospective For Underwriters & Broker-Dealers: Due Diligence Considerations Unlike traditional Initial Public Offerings (“IPOs”), there is no potential liability for issuers under Section 11 of the Securities Act in connection with Regulation A+ offerings. Sellers in Regulation A+… Read More
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Investor Relations 101 – The Securities Laws & Stock Promotion
What Is Investor Relations? Investor relations or stock promotion involves disseminating information about a public company to increase its stock price and/or trading volume. The person who publishes this information is sometimes referred to as a “Stock Promoter”,… Read More
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SEC Obtains Final Judgment Against Kevin Dills – Joseph Padilla Sentenced in Criminal Case
On March 19, 2024, the U.S. District Court for the District of Massachusetts entered final judgments against California resident Kevin C. Dills and two entities that Dills controlled, Bright Star International, Inc. and Life Sciences Journeys, Inc. In… Read More
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Going Public & Exchange Act Registration For Foreign Issuers
Foreign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) if the class of securities will be listed… Read More
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OTC Markets 101 – The Basics of Listing – OTCQB
OTC Markets Group (“OTC Markets”) requires companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace (“OTCQB”) to have an initial and ongoing $0.01 per share minimum bid price, submit an initial OTCQB application, pay annual fees,… Read More
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DTC Eligibility Q&A
The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”), was created to improve efficiencies and reduce risk in the clearance and settlement… Read More
Category: Blog Posts Tags: Direct Listing, DTC chill, DTC Eligibility, DTC Global Lock, DTC Lock, Electronic Trading, Form 10, 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 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 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, investors, jobs act, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation A, Regulation A Offering, Regulation A Tier 2, Regulation A to Go Public, Regulation S-K, reporting obligations, Reporting Regulation A, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, S-1 Going Public, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), securities, Securities Exchange Act, Securities Offering
Direct Public Offerings Q&A By Securities Lawyer 101
Going public transactions can be structured in numerous ways. The going public process is complicated and intricate, and it is important to have an experienced securities attorney to help your company navigate it and deal with the Securities… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, 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 Quiet Period, 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 Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements
Form S-1 Registration, Filing and Requirements, Form S-1 and Going Public Lawyers
Private companies going public should consider Form S-1 filing requirements when contemplating their securities offering. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 to meet certain requirements of the Financial Industry… Read More
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, SEC
Form 10 Registration Statements Q & A
Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This article addresses common questions we receive from clients about Form 10… Read More
Category: Blog Posts Tags: Class of Securities, Direct Public Listing, Direct Public Offering, Exchange Act, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Lawyer, Form 10 Lawyers, Form 10 Registration, Form 10 Registration Statement, Form 10 Shell, Form 10 Shell Company, Form 10 Shells, Form 8-A, Form S-1, Form S-1. Registration Statement, Go Public, Go Public Direct, Going Public, Public Company, Public Company Reporting, Register Securities, Registration Statement, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Securities Exchange Act
Hamilton & Associates Law Group: Regulation A+ White Paper
Regulation A+ White Paper www.securitieslawyer101.com This publication is intended to provide information of general interest to the public and is not intended to offer legal advice about specific situations or problems. Hamilton & Associates Law Group, P.A…. Read More
Category: Blog Posts, Going Public Tags: Direct Listing, 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 Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, OTC Markets, Prospectus, Prospectus Requirements, 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, Regulation S-K, 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 Act of 1933, Securities Exchange Act, Securities Offering, securities offerings, Selling Stockholder Requirements, Semi-annual reports on Form 1-SA, tier 1, Tier 2
Form S-1 Registration Statement Attorneys – Going Public Lawyers
Private companies going public should consider Form S-1 filing requirements when contemplating their securities offering. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 to meet certain requirements of the Financial Industry Regulatory Authority when going public. Upon filing,… Read More
Category: Blog Posts Tags: broker-dealer, confidential, Confidential Form S-1, Confidential Registration Statement, Confidential Submission, Direct Listing Lawyer, Direct Public Offering, Direct S-1 Listing, DPO, Emerging Growth Company, Financial Industry Regulatory Authority, FINRA, 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 Capital, Form S-1 Capital Raise, Form S-1 Going Public Law Firm, 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 Registered Stock, 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, Form S-2, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, initial public offering, IPO, nasdaq, New York Stock Exchange, nyse, OTC Markets, OTC Markets Lawyer, Prospectus, Prospectus Requirements, Regulation C, Regulation S-K, Regulation S-X, S-1 Going Public, S-1 registration statement, SEC, SEC Comments, SEC Division of Corporation Finance, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, Securities Act of 1933, Securities and Exchange Commission, Securities Attorney, securities offerings, Underwriter, Underwriting
Toxic Funders: Unregistered Dealers, Short Sellers, or Both?
We’ve often written about “toxic” promissory notes or preferred stock and the unregistered dealers who purchase them. These dealers are not the broker-dealers ordinary retail investors have accounts with. They are individuals with companies of their own that… Read More
Category: Blog Posts Tags: Awesome Penny Stocks, Bergio International Inc, BRGO, broker-dealer, Convertible Notes, Dilution, Dilution Funder, events of default, Expert Market, Form 211, Form 8-K, Grey Market, Ibrahim Almagarby, Joshua Sason, Lustros Inc, Magna Group, Microcap Equity Group LLC, microchips, naked shorting, nasdaq, Nasdaq Capital Market, NewLead Holdings Ltd, Operation Bermuda Short, OTC issuers, OTC Markets, Penny stocks, Pierre Hillion, preferred stock, promissory notes, Reg SHO, revere split, Rule 144, Sandy Winick, SEC, Securities and Exchange Commission, Short Sellers, Short Selling, Theo Vermaelen, Tippy Inc, Toxic Funders, toxic notes, unregistered dealers, Vis Vires Group Inc, Zachary T Knepper
FORM S-1 REGISTRATION STATEMENTS – WHAT COMPANIES NEED TO KNOW ABOUT FORM S-1 & GOING PUBLIC
Form S-1 Benefits & Going Public When a company sells shares, the shares must be covered by an effective registration statement or exempt from the Securities & Exchange Commission’s registration statement requirements. Form S-1 is the most commonly… Read More
Category: Blog Posts Tags: broker-dealer, confidential, Confidential Form S-1, Confidential Registration Statement, Confidential Submission, Direct Listing Lawyer, Direct Public Offering, Direct S-1 Listing, DPO, Emerging Growth Company, Financial Industry Regulatory Authority, FINRA, 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 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Going Public Law Firm, 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 Registered Stock, 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, Form S-2, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, initial public offering, IPO, nasdaq, New York Stock Exchange, nyse, OTC Markets, OTC Markets Lawyer, Prospectus, Prospectus Requirements, Regulation C, Regulation S-K, Regulation S-X, S-1 Going Public, S-1 registration statement, SEC, SEC Comments, SEC Division of Corporation Finance, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, Securities Act of 1933, Securities and Exchange Commission, Securities Attorney, securities offerings, Underwriter, Underwriting