SEC Order Imposes Fine On Ditto Holdings For $3.7 Million Unlawful Offering

On September 8, 2015, the Securities and Exchange Commission (“SEC”) initiated public cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) against Ditto Holdings, Inc. (“Ditto Holdings”). In anticipation of the institution of… Read More

SEC Charges Florida Based CPA For Bogus Audit Opinions

  On September 17, 2015 the SEC imposed sanctions against a Florida based CPA for producing deficient and fraudulent audits and quarterly reviews for eight publicly traded companies, issuing false and misleading audit opinions on the companies’ annual… Read More

U3 Halt of SWK Holdings Explained by FINRA, and Lifted Quickly

We recently wrote about a bungled dividend distribution made by Calissio Resources Group, Inc. (CRGP) that resulted in the imposition of a U3 “extraordinary event” trading halt by the Financial Industry Regulatory Authority (“FINRA”).  The halt was lifted… Read More

FINRA’s Disclosure Requirements In EB-5 Offerings

FINRA Rule 2040 became effective late last month and has the potential to provide increased transparency in EB-5 Offerings. Rule 2040 requires broker-dealers who sell securities in EB-5 offerings to disclose finder’s fees paid to non-registered foreign persons and receive… Read More

Investor Alert – Messaging Apps & Pump and Dump Scams

On September 2, 2015, the Financial Industry Regulatory Authority (FINRA) issued an investor alert warning about investor relations activity and stock promotions sent through popular messaging applications (Apps) such as WhatsApp. These messaging Apps allow users to almost… Read More

Bungled Calissio Resources Dividend Sparks FINRA Halt and Clearing Firm Lawsuit

For penny stock enthusiasts looking for a little late-summer entertainment, the issues surrounding an extremely large special dividend distributed by Calissio Resources Group, Inc. (CRGP) have proved to be of unusual interest.  On June 16, 2015, the company… Read More

MusclePharm Charged In SEC Investigation

On September 8, 2015, the Securities and Exchange Commission (SEC) charged a sports supplements and nutrition company with committing a series of accounting and disclosure violations, including the failure to properly report perks provided to its executives as… Read More

SEC Charges Bankrate and Former Executives with Securities Fraud

On September 8, 2015, the Securities and Exchange Commission (“SEC”) announced that Bankrate Inc. has agreed to pay $15 million to settle accounting and securities fraud charges. Three former executives also are charged in the case that involves… Read More

SEC Brings Charges In Reverse Merger Scam – Going Public Attorneys

On September 10, 2015, the Securities and Exchange Commission (SEC) announced fraud charges against a Wall Street CEO and his company, family members, and business associates accused of secretly obtaining control and manipulating the stock of Chinese companies… Read More

SEC Charges Ross Shapiro, Michael Gramis, and Tyler Peters With Fraud

On September 9, 2015, the Securities and Exchange Commission (SEC) announced fraud charges against three traders accused of repeatedly lying to customers relying on them for honest and accurate pricing information about residential mortgage-backed securities (RMBS). The SEC… Read More

Regulation A+ DPO Attorneys – Going Public Attorneys

Most  private companies are unable to locate an underwriter prior to going public. Regulation A+ provides a new option for issuers seeking to raise capital without an underwriter. A direct public offering (“Direct Public Offering”) provides a viable… Read More

SEC Charges Manny Shulman and David Hirschman

On September 3, 2015, the Securities and Exchange Commission (“SEC”) charged Manny J. Shulman and David Hirschman for their involvement in the fraudulent, unregistered sale of securities of Caribbean Pacific Marketing, Inc. (“Caribbean Pacific”), a now-defunct Florida corporation… Read More

SEC Halts Harrison Schumacher In California-Based Oil and Gas Investment Fraud

On August 27th, 2015, the Securities and Exchange Commission (SEC) announced fraud charges and an emergency asset freeze to halt a California-based scheme involving purported investments in oil and gas projects. According to the SEC’s complaint filed under… Read More

SEC Charges Bank Analyst Ashish Aggarwal With Insider Trading

On August 25th, 2015, the Securities and Exchange Commission (SEC) charged a former investment bank analyst with illegally tipping his close friend with confidential information about clients involved in impending mergers and acquisitions of technology companies. The SEC… Read More

SEC Obtains Summary Judgment Against Xytos In Securities Fraud

  The Securities and Exchange Commission (SEC) announced that on August 24th, 2015, the Honorable Sarah Evans Barker of the United States District Court for the Southern District of Indiana granted the SEC’s motion for summary judgment against… Read More

SEC Announces Asset Freeze In EB-5 Offering Scheme

On August 25, 2015, the Securities and Exchange Commission (SEC) announced an asset freeze obtained against a man in Bellevue, Wash., accused of defrauding Chinese investors seeking U.S. residency through the EB-5 Immigrant Investor Pilot Program by investing… Read More

What is a Penny Stock Email Campaign ?

In our digital age, sensible people know they should be wary of unsolicited financial advice, but there are still many who can’t resist the allure of the “guaranteed profits” that will be generated by a “once in a… Read More

SEC Charges Vincente Garcia Under FCPA

On August 12, the Securities and Exchange Commission (SEC) announced that a former executive at a worldwide software manufacturer has agreed to settle charges that he violated the Foreign Corrupt Practices Act (FCPA) by bribing Panamanian government officials… Read More

SEC Charges Microcap Stock Promoters

Last month, the Securities & Exchange Commission (SEC) charged a trio of alleged microcap stock promoters with defrauding investors by disseminating promotional investor relations e-mails and newsletters exhorting readers to immediately buy purportedly hot stocks so they could… Read More

Regulation D and PPM Lawyers – Going Public

A private placement memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum.  PPM’s are used by private companies  in going public transactions and by existing public companies to raise capital by selling either debt… Read More

Signator Investors Settles SEC Charges

On August 13, 2015, the Securities & Exchange Commission (SEC) announced that three Maryland men have agreed to settle charges that they defrauded investors in a company that owns and operates residential and commercial real estate.  Boston-based Signator… Read More

What Are Fiduciary Duties? Going Public Attorneys

A fiduciary duty exists where trust and confidence is placed in another. Fiduciary duties arise in many different contexts in securities matters and the going public process. Fiduciary duties also arise from a written agreement that authorizes another… Read More

Aegis Capital Corporation fined $950,000 By FINRA

Aegis Capital Corporation has been fined $950,000 by the Financial Industry Regulatory Authority over allegations of improper sales of unregistered penny stocks of five issuers and anti-money laundering supervisory failures. As a result, Aegis is also required to… Read More

Going Public Shareholder Requirements l Going Public Lawyers

The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting company. All companies seeking… Read More

Disclosure Obligations in Regulation A+ Offerings

The Anti-Fraud Provisions And  Regulation A+  On March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A. The new rules are often referred to as Regulation A+. These rules are designed to facilitate smaller companies’ access to… Read More

What In The World Is A Security? Going Public Lawyers

A company going public must understand which capital raising methods involve a “security”. A company is only subject to federal and state securities laws if it is selling what is defined as a “security.”  If you are selling stock… Read More

SEC Charges Phillip Kueber – Going Public Attorneys

On July 31, 2015, the Securities and Exchange Commission (the “SEC”) announced it had charged Phillip Kueber, Canadian citizen with conducting a scheme to conceal his control and ownership of penny stock, Cynk Technology Corp.  On July 11,… Read More

Securities Law & Going Public Attorneys

  Going public is a big step for any company.  The process of “going public” is complex and at times precarious.  While going public offers many benefits it also comes with risks and quantities of regulations with which… Read More

How Do I Use Regulation A+ to Go Public? Sponsoring Market Maker Attorneys

Regulation A offers investors more investment choices and issuers with more capital raising options during their going public transaction. Some confusion has arisen about whether SEC qualification of a Regulation A+ offering will result in the assignment of a stock ticker or trading symbol.  Companies conducting Regulation A+ offerings must submit Form 1-A to to the Securities and Exchange Commission (SEC). Form 1-A is subject to SEC review and the SEC may issue comments to the filing. Once the SEC is satisfied that the required disclosures comply with the securities laws, it will qualify the offering and the company can offer and sell the securities covered by the Form 1-A. The Regulation A+ qualification process is similar to the SEC comment process that applies to registration of securities offerings on Form S-1. 

Oppenheimer Employees Settle Penny Stock Charges

On July 23, 2015, the Securities and Exchange Commission (SEC) announced that three former employees of Oppenheimer & Co. Inc. have agreed to settle charges stemming from the unregistered sales of billions of shares of penny stocks on behalf… Read More