SEC Consent Judgments: Speak Now, or Forever Hold Your Peace

Most investors are likely unaware that they can petition the SEC for new rules or changes to old ones. They can even ask that rules be entirely repealed. All that’s needed is to send a proposal to the… Read More

SEC Rules Affecting Rule 144 Legal Opinions and Shell Companies

The Securities and Exchange Commission (“SEC”) has published releases relating to Shell Companies that affect the use of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), by shareholders of Shell Companies. In addition,… Read More

SPAC Settles SEC Fraud and Conflict of Interest Charges

On January 25, 2024, the Securities and Exchange Commission announced that Northern Star Investment Corp. II, a special purpose acquisition company (SPAC), agreed to settle charges that it made misleading statements in forms filed with the SEC as… Read More

SEC Charges Founder of $1.7 Billion “HyperFund” Crypto Pyramid Scheme Xue Lee (aka Sam Lee) and Top Promoter Brenda Chunga (aka Bitcoin Beautee) with Fraud

On January 29, 2024, the Securities and Exchange Commission (the “SEC“) charged Xue Lee (aka Sam Lee) and Brenda Chunga (aka Bitcoin Beautee) for their involvement in a fraudulent crypto asset pyramid scheme known as HyperFund that raised… Read More

SEC Charges Aryeh Goldstein, Adar Bays, LLC, and Adar Alef, LLC for Failure to Register; Defendants Agree to Pay $1.25 Million to Settle

On January 23, 2024, the Securities and Exchange Commission (the “SEC”) announced the filing of an enforcement action against Aryeh Goldstein, a resident of Florida and New York, and two entities he controls, Adar Bays, LLC, located in… Read More

Frederick L. Sharp, Luis Carrillo, Courtney M. Kelln, Mike K.G. Veldhuis, and Paul Sexton Indicted for Long-Running Pump-and-Dump Schemes

Four Canadian nationals and one former California attorney, who is believed to be residing in Mexico, were indicted on Jan. 9, 2024 in connection with long-running international securities fraud schemes in which they sold millions of shares in… Read More

Aditya Raj Sharma Indicted for $10 million Investment Fraud

On January 12, 2024, the U.S. Attorney’s Office for the District of Minnesota announced Aditya Raj Sharma of Maple Grove, Minnesota, had been indicted for defrauding investors and financial institutions out of more than $10 million. According to… Read More

SEC Charges Jonathan Farber, Aarif Jamani, and Brian Keasberry with Securities Fraud

On January 12, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Jonathan Farber, Aarif Jamani, and Brian Keasberry for securities fraud. According to the complaint filed by the SEC in the United States District Court… Read More

Siddharth Jawahar Indicted for Running a Multi-Million Dollar Ponzi Scheme

On December 21, 2023, Siddharth Jawahar, 36, a former investment advisor, was indicted by a grand jury in U.S. District Court in St. Louis on three counts of wire fraud and one count of investment adviser fraud.  The indictment… Read More

Finra Proposes Rule Change for Stricter Limits for Brokers Borrowing From Clients

On Tuesday, January 2, 2024, the Financial Industry Regulatory Authority (“FINRA”) filed a proposed rule with the Securities and Exchange Commission (the “Commission”) seeking to tighten Rule 3240, which governs borrowing and lending between registered financial professionals and… Read More

SEC Charges Florida Real Estate Developer Rishi Kapoor with Perpetuating a $93 Million Fraud

On January 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it obtained an asset freeze and other emergency relief concerning an alleged $93 million real estate investment fraud perpetrated by Miami-based developer Rishi Kapoor. The… Read More

Short Selling: What It Is, and What It Isn’t 

Short selling, the practice of betting a stock will go down, not up, has been controversial since it was invented more than 400 years ago in the Netherlands. In the early 1600s, there was only one stock in… Read More

SEC Charges Dozy Mmobuosi, Tingo Group Inc, AgriFintech Holdings Inc. (f/k/a Tingo Inc.), and Tingo International Holdings Inc with Running a Massive Fraud

On December 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi, and three affiliated U.S.-based entities of which he is the CEO– Nasdaq-listed Tingo Group Inc., OTC-traded Agri-Fintech Holdings… Read More

New SEC Exemption from Registration for M&A Brokers

M&A BROKERS EXEMPTION In December of 2022, President Biden signed the Consolidated Appropriations Act of 2023 into law.  The new law includes a “policy rider” for certain mergers and acquisitions brokers (M&A brokers) in Division AA, Title V, Small… Read More

Raymond Pirrello, Jr, Founder and Executive of Prior2IPO, Charged in Investment Fraud

On December 6, 2023, a three-count indictment was unsealed in federal court in Brooklyn charging Raymond John Pirrello, Jr., also known as “Ray John,” with securities fraud conspiracy, wire fraud conspiracy and securities fraud relating to a scheme… Read More

Swiss Private Bank, Banque Pictet, Admits To Conspiring With U.S. Taxpayers To Hide Assets And Income In Offshore Accounts And Agrees to Pay More Than $122.9 Million

On December 4, 2023, Swiss private bank Banque Pictet et Cie SA admitted to conspiring with U.S. taxpayers and others to hide more than $5.6 billion in 1,637 secret bank accounts in Switzerland and elsewhere and to conceal… Read More

Why are Microcaps Trading on the NASDAQ and NYSE Exchanges?

In the past three years, some important changes have occurred to how “penny stocks” or “microcaps” trade and are regulated. By the early 2000s, they’d moved from the obscurity of the National Quotation Bureau’s Pink Sheets to a… Read More

Form S-3 Registration For NASDAQ, NYSE and OTC Markets Public Companies

Registration Statements on Form S-3 is a short form registration statement under the Securities Act of 1933, as amended (the “Securities Act”), which may be used by NASDAQ, NYSE and OTC Markets public companies for follow-on offerings and public… Read More

LG Capital Funding Loses Motion to Dismiss

On November 13, 2023, United States District Judge William F. Kuntz, II, of the United States District Court of the Eastern District of New York made his decision in LG Capital Funding LLC’s Motion to Dismiss the Securities… Read More

Overview of Regulation D, Rule 506(b), Rule 506(c) and other Capital-Raising Exemptions

Each offer and sale of a security must be (a) registered with the Securities and Exchange Commission (SEC); or (b) subject to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The… Read More

Current Reports on Form 8-K – What Are SEC Disclosures and Reporting Requirements?

Under applicable SEC rules for periodic reporting, an SEC reporting issuer must  generally report certain current events on Form 8-K within four business days after a triggering event has occurred. Current Reports on Form 8-K provide investors with … Read More

The Evolving SEC Actions Against Toxic Lenders

Convertible Financing For decades, microcap issuers on the OTC Markets in need of financing have largely been forced to turn to what are known as “toxic funders” or “toxic lenders.” The money they offer comes with a hefty… Read More

SEC Provides Rule 15c2-11 Relief to Broker-Dealers for Fixed Income Securities

SEC Provides Rule 15c2-11 Relief to Broker-Dealers Securities and Exchange Commission (“SEC”) Rule 15c2-11 prohibits broker-dealers from publishing or submitting securities of private issuers on the OTC Markets, unless the issuer has publicly filed current financial and other… Read More

SEC Adopts new Rule 10c-1a to Increase Transparency in the Securities Lending Market

On October 13, 2023, the Securities and Exchange Commission (the “SEC“) adopted new Rule 10c-1a, which will require certain persons to report information about securities loans to a registered national securities association (RNSA) and require RNSAs to make… Read More

SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

On October 10, 2023, the Securities and Exchange Commission adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The amendments update Regulation 13D-G to require market participants to… Read More

Form S-1 Registration Statements Going Public NASDAQ NYSE and OTC Markets

What is a Form S-1 Registration Statement? A Form S-1 Registration Statement is the most commonly used registration statement form for the offer and sale of securities under the Securities Act of 1933, as amended (the “Securities Act”)… Read More

SEC Charges Stock Squirrel and John Feloni in $1.6 Million Securities Fraud

On September 29,  2023, the SEC charged Massachusetts-based company Stock Squirrel, Inc. and John Feloni, its president and CEO, with defrauding investors of approximately $1.6 million in an unregistered securities offering. According to the SEC’s complaint Feloni and… Read More

SEC Charges Adam R. Long, L2 Capital, LLC and Oasis Capital LLC, as Unregistered Dealers

  On September 28, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Adam R. Long of Dorado, Puerto Rico, and two companies Long owns and controls for acquiring and selling nearly 6 billion shares of… Read More

SEC Charges Philip Verges, James D. Tilton, Jr., Robert F. Malin and Linda Malin

On September 26, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Texas resident Philip Verges (“Verges”), James D. Tilton, Jr. (“Tilton”), Robert F. Malin, Linda Malin, Esq., and Blue Citi, LLC (“Blue Citi”) for their… Read More

SEC Charges Wilson J. Rondini, III and two companies Rondini controls for Operating as Unregistered Broker-Dealers

On September 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Florida resident Wilson J. Rondini, III and two companies Rondini controls, Falcon Capital LLP and Falcon Capital Partners Limited, alleging that all three operated… Read More