Current Reports on Form 8-K – SEC Disclosures and 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

What are the SEC Periodic Reporting Requirements? Form 10-K, Form 10-Q and Form 8-K Reports

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

SEC Form 8-K Current Reports, Filing Requirements l Securities Lawyer 101

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

Form 8-K Disclosure of Shareholder Meetings

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

SEC Sanctions 10 Issuers for Form 8-K Failures

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

What Are Form 8-K Disclosures? Going Public Lawyer

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 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

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

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

Reverse Mergers After Amended Form 15c-21

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

SEC Provides Form S-3 Coronavirus Relief – Securities Lawyer 101

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.

Why Form 10 Shells Are High Risk – Form 10 Reverse Mergers

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.

What Is A Form 10 Registration Statement? Form 10 Securities Lawyers

Form 10 shells are used as inventory for reverse merger transactions that take a company from private to public company status.

Form S-1 Registration Statement Requirements – Going Public

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

What is Form 10 Information? Going Public Attorneys

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:

Is Form 10 Registration Different than Form S-1?

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 Registration Statement Eligibility and Requirements

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.

SEC Comments – Form S-1 – Going Public Lawyers

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.

Regulation A + l Rule 506 l Form S-1 Comparison

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).  

SEC Updates PAUSE List of Firms Using Inaccurate Information

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 8-A and Form 10 Registration Statements – Securities Lawyer 101

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.

Infamous Former Pharma CEO Martin Shkreli Sues Investor from Prison

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

Public Company SEC Reporting Requirements – Form S-1 Disclosures

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 . 

Form 10-Q Quarterly Reports, Filing Requirements l Going Public Lawyer

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

Form 10 Registration, Form 10 Effective Date – Securities Lawyer 101

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.

S-1 Registration Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers

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.

SEC Charges Danny Williams Former Executive of a Truckload Freight Company with Accounting Fraud

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

Former Broker Zachary Berkey Ordered to Pay SEC Disgorgement and Penalties

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

Regulation A Form 1-A Offering Circular Disclosures – Going Public Lawyers

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.

SEC Charges Former Seaworld Associate General Counsel, Paul Powers with Insider Trading

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