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
Category: Blog Posts Tags: Current Report on Form 8-K, current reports, Current Reports on Form 8-K, Form 8-K, Form 8-K SEC Disclosure and Requirements, Form 8k, material information, Public Company, SEC, SEC Attorney, SEC compliance, SEC Form 8-K, SEC Reporting, SEC reporting issuer, trigger events
Once the staff of the Securities and Exchange Commission (“SEC”) declares a company’s registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the company may offer and sell the registered… Read More
Category: Blog Posts Tags: Form 10, Form 10 Registration Statement, Form 10-K, Form 10-Q, Form 8-K, Form S-1, Form S-1. Registration Statement, Go Public, Going Public, Periodic Reporting, Registration Statement, SEC Periodic Reporting, SEC Registration Statement, Securities Act, Securities Attorney, Securities Exchange Act of 1934, Securities Lawyer
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
Companies with a class of securities registered under the Securities Exchange Act of 1934, as amended are required to file periodic reports with the Securities and Exchange Commission (“SEC”). These reports include annual reports on Form 10-K, quarterly… Read More
On November 5, 2014, the Securities and Exchange Commission (the “SEC”) announced enforcement actions against 10 companies for failing to file Current Reports on Form 8-K disclosing financing deals and other unregistered securities sales that diluted their shareholders… Read More
Securities Lawyer 101 Blog Private companies seeking to go public should be aware that once their S-1 or other registration statement is declared effective by the SEC, the company will be required to publicly file on the SEC’s EDGAR database annual… Read More
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
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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
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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
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A “Reverse Merger” is a transaction whereby a privately held company becomes a Public Company (“Public Company” or “Public Company Candidate”) by acquiring or merging with a publicly traded company that is usually quoted on the OTC Markets… Read More
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The SEC has provided relief to Form S-3 issuers because of coronavirus. Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction.
Category: Blog Posts Tags: coronavirus, COVID-19 SEC Extension, COVID-19 SEC Order, Form 10-K, Form 6-K, Form 8-K, Form S-3, Form S-3 Registration Statement, Form S-3 Registration Statements, Form S-3 Registration Statements Takedowns, Form S-3 SEC coronavirus relief, Form S-3 SEC Relief, Form S-3 Takedown, Prospectus, Rule 415, Rule 415 Shelf Offering, SEC Reporting Requirements, Section 10(a), Section 10(a)(3), Securities Act Section 10(a), Shelf Offering
Many issuers seeking to raise capital often attempt to go public using a reverse merger with a Form 10 public shell company. Shell companies that file a Form 10 have pitfalls for unsuspecting private companies.
Category: Blog Posts Tags: Direct Public Listing, Direct Public Offering, Form 10, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 8-K, Form S-1, Go Public, Go Public Direct, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Reporting Requirements
Form 10 shells are used as inventory for reverse merger transactions that take a company from private to public company status.
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Form S-1 registration statements is the most commonly used registration statement form. Form S-1 permits 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 Form… Read More
Category: Blog Posts Tags: Confidential Registration Statement, Confidential Submission, Emerging Growth Company, 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 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 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 Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, securities offerings
A Form 10 registration status can cure public shell company status and has been used by many companies after reverse mergers. Rule 144 is available to shareholders of former shell companies if:
Category: Blog Posts Tags: Class of Securities, Confidential Registration Statement, Confidential Submission, Direct Public Listing, Direct Public Offering, DPO, Emerging Growth Company, Exchange Act, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Going Public, Form 10 Lawyer, Form 10 Lawyers, Form 10 Registration, Form 10 Registration Statement, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 8-A, Form 8-A registration statement, Form 8-K, 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 Direct, going public transactions, Register Securities, Registration Statement, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings
Form S-1 registration statements provide issuers with flexibility in going public transactions. A registration statement on Form S-1 can be used to register specific securities for a company to sell to investors and specific shares for the company’s… Read More
Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction. Form S-3 provides an opportunity not available by any other SEC form.
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Issuers who offer and sell securities or file an S-1 Registration Statement for selling shareholders in connection with a going public transaction will need the assistance of an experienced securities lawyer for the registration process to ensure all required SEC disclosures are provided.
Category: Blog Posts Tags: 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 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, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation S-K, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, S-1 Going Public, SEC Comments, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings Published 2
Rule 506 and Regulation A provide smaller companies with a flexible alternative to raising capital and going public in connection with direct public offering (DPO) and/or traditional initial public offering (IPO).
Category: Blog Posts Tags: 506, 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, IPO, offering, Prospectus, Prospectus Requirements, Registration Statement, Regulation A, Regulation D, Regulation S-K, Rule 506, Rule 506 Offering, S-1 Going Public, SEC
The SEC has updated its PAUSE list (Public Alert: Unregistered Soliciting Entities), “adding 23 soliciting entities, two impersonators of genuine firms, and 12 bogus regulators.” This is a great resource for investors, as it will help you to… Read More
Form 10 and 8-A can be used to register both debt and equity securities. Upon effectiveness, the issuer becomes subject to SEC reporting requirements. This is different from a Securities Act registration, in which a company registers a certain number of a class of securities (debt or equity) for a particular public distribution.
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Martin Shkreli, who gained infamy in 2015 for buying the drug Daraprim, an antiparasite that costs pennies to make, and raising its price to $750 per pill, then later doing all sorts of crazy things, is back at… Read More
Once the SEC staff declares your company’s Securities Act registration statement on Form S-1 effective, the public company becomes subject to the SEC’s reporting requirements .
Category: Blog Posts Tags: 10-K, 10-Q, Annual Report, current reports, Form 10, Form 10-K, Form 10-Q, Form 8-K.Public Company, 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 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 Attorneys, Going Public Lawyer, Going Public Lawyers, Prospectus, Prospectus Requirements, Public Company, Public Company SEC Reporting Requirements, quarterly reports, Regulation S-K, Reporting Requirements, S-1 Going Public, SEC Quiet Period, SEC Reporting
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
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Registration Statements on Form 10 (“Form 10”) become effective automatically after 60 days. Form 10 registration covers a class of securities under Section 12(g). Form 10 effectiveness is automatic.
Category: Going Public 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 Effectiveness, 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, Register Securities, Registration Statement, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Securities Exchange Act, When is Form 10 Effective
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.
Category: Blog Posts Tags: Class of Securities, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Going Public, Form 10 Lawyer, Form 10 Lawyers, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 8-A, Form 8-A registration statement, Form 8-K, 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 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, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation S-K, 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 Exchange Act
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
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
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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.
Category: Blog Posts 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, Go Public, Going Public, OTC Markets, 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, SEC Registration, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Securities Act, Securities Offering, Semi-annual reports on Form 1-SA, tier 1, Tier 2
On April 10, 2019, the SEC charged Paul Powers, a former senior lawyer at SeaWorld Entertainment Inc with insider trading based on nonpublic information that the company’s revenue would be better than anticipated for the second quarter of… Read More
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