SEC Amends Smaller Reporting Company Definition

Last month, the Securities & Exchange Commission (SEC) adopted amendments to its definition of a “Smaller Reporting Company” which increases the number of companies that are allowed to provide reduced disclosures to comply with their SEC Reporting Requirements. The effective date of… Read More

OTC Markets OTCQB, OTCQX, OTC Pink Quotation, Listing and Disclosure

Public companies with shares traded on OTC Markets OTC Link® ATS are organized into three unique market places. In part, the trading market depends upon whether the issuer is required to comply with the SEC Reporting Requirements. The… Read More

How to Go Public Using Form S-1 – Going Public Lawyers

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

Regulation A+ 2018 Shelf Offerings

Posted by Brenda Hamilton, Securities Attorney Regulation A also known as Regulation A+ provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction.  One key benefit of… Read More

Use of Proceeds In Form S-1 Registration Statements – Form S-1

Companies going public with Form S-1 have several options in how to structure their transaction when registering securities with the Securities and Exchange Commission (“SEC”).  Form S-1 enables issuers to raise capital using the registration statement or register… Read More

What Is a Private Placement Offering? Securities Lawyer 101

Securities Lawyer 101 Blog The Securities Act of 1933 (the “Securities Act”) provides for a private offering or private placement exemption from federal securities registration which is increasingly being used by companies seeking to raise capital during market downturns and… Read More

Form S-1 Summary Information- Securities Attorney 101

Form S-1 is the most commonly used registration statement statement filing with the Securities and Exchange Commission (“SEC”). This blog post addresses the summary information section of Form S-1. The requirements of the section are located in Items 501 and… Read More

Regulation A +, Going Public Direct and Offering Integration

  The Regulation A + offering integration rules prevent companies from improperly avoiding 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 A… Read More

Form S-1 Risk Factor Disclosures – Securities Lawyer 101

Form S-1 Risk Factor Disclosures l Securities Lawyer 101 The Securities Act of 1933 is often called the “truth in securities” law.  It has two basic objectives: to require that investors receive financial and other important information about… Read More

What Stock Can Be Registered on Form S-1?

A registration statement on Form S-1 can be used to register various types of securities offerings with the Securities and Exchange Commission (“SEC”).   Form S-1 provides issuers with flexibility in the types of securities that can be registered.  Form… Read More

What are SEC Reporting Requirements? SEC Reporting Requirement Compliance

A company becomes subject to SEC reporting requirements by filing  a registration statement on Form 10  or Form 8-A under the Securities Exchange Act. Upon effectiveness, the company  becomes subject to the SEC’s reporting requirements. These SEC reporting requirements… Read More

Go Public Using Form S-1 – 2018

Go Public Using Form S-1 – 2018 Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”). When a Form S-1 Registration Statement is… Read More

Form S-1 Financial Statement Requirements

Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission (“SEC”). These financial statements include a balance sheet, statement of shareholders’ equity, income statement and statement… Read More

Selling Shareholder Form S-1 Disclosures

Companies going public with Form S-1 or Regulation A + have a variety of structures for their transactions. Companies can sell shares in reliance upon Rule 506 of Regulation D and file a selling shareholder registration statement with the Securities and… Read More

Supreme Court Says SEC ALJ Appointments Are Unconstitutional

Supreme Court Addresses SEC ALJ’s On June 21, 2018 The Supreme Court handed down a ruling in Lucia et al. v. Securities and Exchange Commission; the Commission lost, 7-2.  At issue was whether the SEC’s method of appointing… Read More

Form S-1 Disclosure and SEC Reporting Requirements

Form S-1 is the most commonly used registration statement form.  It allows 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 registration statement… Read More

$102 Million Ponzi Scheme Charged By SEC

On June 19, 2018, The Securities and Exchange Commission (“SEC”) filed charges and obtained an asset freeze against the individuals and companies behind a $102 million Ponzi scheme that deceived investors throughout the U.S. According to the SEC’s… Read More

Going Public and Raising Capital 101 – Securities Lawyer 101

A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well as receivable financing. Companies can… Read More

Form S-1 Disclosure and SEC Reporting Requirements for Material Changes

Issuers filing registration statements using a direct public offering in  their going public transactions must comply with the disclosure requirements of Form S-1. These include Item 11A of Form S-1 as set forth below. Form S-1 Item 11A Material Changes If… Read More

Borland Capital Group Charged by SEC – Securities Attorneys

On May 16, 2018, the Securities and Exchange Commission (“SEC”) charged the owner of a Manhattan-based alternative investment firm with misappropriating close to $6 million in investor funds reserved to finance the construction of an international airport in… Read More

SEC Expands Smaller Reporting Company Status – Securities Lawyers

On June 28, 2018,  the Securities and Exchange Commission voted to adopt amendments to the “smaller reporting company” (SRC) definition to expand the number of companies that qualify for certain existing scaled disclosure accommodations. The SEC’s new smaller… Read More

Form S-1 Registration Statement Filing Requirements, SEC Reporting Requirements

Private companies seeking to raise capital often file a Registration Statement on SEC Form S-1 or Offering Circular on Form 1-A pursuant to Regulation A+ in connection with their going public transaction.  Both options have unique benefits. For Example, All companies qualify to register… Read More

SEC Orders Merrill Lynch to Return More than $10.5 Million to Harmed Customers

  The Securities and Exchange Commission (“SEC”) announced on June 12, 2018 that Merrill Lynch, Pierce, Fenner & Smith Inc. will pay more than $15 million to settle charges that its employees misled customers into overpaying for Residential… Read More

Going Public Question and Answer – Securities & Going Public Attorneys

Going public is a big step for any company. Companies can go public and become listed on National Securities Exchanges like NASDAQ or the New York Stock Exchange (“NYSE”) or they can have their shares quoted on the… Read More

Going Public Using a Form S-1 Registration Statement

Going Public Using a Form S-1- 2018 Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”). When a Form S-1 Registration Statement is… Read More

OTCQB Listing, OTCQB Requirements, OTCQB Reporting

The OTC Markets created the OTCQB Venture Market early-stage and developing U.S. and international companies. To be eligible for quotation on the OTCQB Venture Market, companies must be current in their reporting obligations, have a minimum bid price… Read More

FINRA Enforcement of Non-Members and Penny Stock Issuers

FINRA & Penny Stocks When the subject of penny stock enforcement actions arises, most people think first of the Securities and Exchange Commission (SEC), or erroneously, of OTC Markets Group (OTCM). The SEC has ultimate authority to deal with… Read More

Regulation A+ Testing the Waters – Regulation A Going Public Attorneys

Issuers utilizing Regulation A+ are permitted to test the waters with all potential investors and use solicitation materials both before and after the offering statement is filed, subject to issuer compliance with the rules on filing and disclaimers. … Read More

Regulation A+ Q&A

Regulation A+ expands existing Regulation A. Existing Regulation A provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction allowing the issuer to avoid the risks… Read More

Investment Banker in Insider Trading Scheme

According to the The Securities and Exchange Commission (“SEC”), Woojae “Steve” Jung, an investment banker at Goldman Sachs, used confidential client information to trade in the securities of 12 different companies prior to the announcement of market-changing events…. Read More