What Is Form S-8? A Comprehensive Guide for SEC Registrants

Registration of securities on Form S-8 is a short-form registration statement under the Securities Act of 1933, as amended, providing significant benefits to small…

Alien Explains SEC Dealer Rule and Toxic Lending

SEC Staff Gears Up to Absorb PCAOB Duties if It’s Abolished

The Securities and Exchange Commission (SEC) is mapping out plans to take over the functions of the Public Company Accounting Oversight Board…

What is an Affiliate under SEC Rules?

Assessing affiliate status is a nuanced but crucial exercise for public companies, affecting everything from Rule 144 sales to registration eligibility and…

Nasdaq Initial Listing Guide: Capital Market Standards (2025)

The Nasdaq Capital Market is a top choice for early-stage companies aiming to access public capital. Listing on the Nasdaq Capital Market…

SEC Dealer Rule Collapse: Impact on Toxic Lenders & OTC Penny Stocks

Learn how the SEC's Dealer Rule targeted toxic lenders in penny stock markets — and why its defeat means ongoing risks for…

SEC Form 8-K Current Reports – SEC Reporting Requirements

A Form 8-K is a current report that public companies must file with the Securities and Exchange Commission (“SEC”) to report material…

FINRA Corporate Action Requests

The Financial Industry Regulatory Authority (FINRA) oversees the processing of corporate action requests for companies trading in the over-the-counter (OTC) markets under…

Understanding IPOs

An “IPO” is the initial public offering by a company of its securities.  In an IPO, the company offers and sells stock,…

Ronald Bauer Sentenced To 20 Months For Pump-And-Dump Scheme

On March 20, 2025, the United States Attorney for the Southern District of New York announced that RONALD BAUER was sentenced to…

Risk Factors and Other Hot Topics for Public Companies to Consider in 2025

Each year, as companies prepare to draft their year-end Annual Reports on Form 10-K, changes in rules, regulations, and disclosure trends, along…

SEC Axes NYSE and NASDAQ Diversity and Climate Change Disclosures

In recent months, Nasdaq Stock Market LLC (“Nasdaq”) diversity rules and Securities and Exchange Commission (“SEC”) climate disclosures for public companies have…

When is a NYSE and NASDAQ Director independent? Independent Director Compliance

NYSE and Nasdaq require that independent directors not hold management positions at the public company, its parents or subsidiaries. Additionally, former executives…

SEC Provides Rule 506(c) Guidance for Accredited Investor Verification

On March 12, 2025, the Securities and Exchange Commission (the “SEC”)  Division of Corporation Finance issued a no-action letter providing SEC guidance as…

Accell Audit & Compliance, P.A. Permanently Revoked by the PCAOB

On March 11, 2025, the Public Company Accounting Oversight Board (“PCAOB”) issued an Order Instituting Disciplinary Proceedings, Making Findings, and Imposing Sanctions,…

The SEC retreats on its view of Crypto Assets as Securities

As expected, under the new Trump administration, the Securities and Exchange Commission (the “SEC“) has reversed course on its approach to crypto…

Deep-Sea Mining, Public Market: Capital, Risk, and Regulatory Turbulence

Deep-Sea Mining and Capital Markets As demand surges for strategic minerals like nickel, cobalt, manganese, and rare earths, deep-sea mining companies are…

OTC Markets OTC Pink Current Reports – Material Corporate Events

In addition to the OTC Markets requirement that public companies on the OTC Pink Market file annual and quarterly reports, all companies…

Roadmap for a Successful Direct Public Offering

Preparing for a direct public offering or an initial public offering ("IPO") or takes both a commitment of time and money.  Unlike an Initial Public Offering,…

Going Public and Direct Public Offerings Provide Benefits in 2025

Going public is still considered a benefit to issuers seeking to raise capital or obtain recognition of their business. Even in a down…

Whistleblower Frequently Asked Questions

The Whistleblower Program was created by Congress to provide monetary incentives for individuals to come forward and report possible violations of the…

Reverse Stock Splits by Nasdaq and NYSE Issuers

Public Companies whose securities are listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (NASDAQ), particularly the NASDAQ Capital…

SEC Settles with Morningview Financial, LLC and Its Managing Member, Miles M. Riccio, Alleged to Have Acted as Unregistered Dealers

On December 23, 2024, the United States District Court for the Southern District of New York entered final judgments on consent against…

SEC Enforcement Actions and Regulatory Evolution 2019–2025

A Comprehensive Review of Trends, Cases, and Compliance Takeaways Prepared by Hamilton & Associates Law Group, P.A. — Securities Lawyer 101. This…

Pink Current will become OTCID on July 1, 2025

Over the past 25 years, the OTC Markets Group (OTCQX: OTCM) has made many changes to modernize the OTC Markets platform. This…

What Are American Depositary Receipts (“ADRs”)?

Many foreign companies use American Depositary Receipts (“ADRs”) as a means of going public to raise capital or establish a trading presence…

Philip Verges Indicted for Manipulating Five Publicly Traded Companies and Defrauding Investors of Over $200M

On December 10, 2024, a federal grand jury in Dallas, Texas, returned an indictment charging a Texas businessman for his role in…

Foreign Private Issuer Periodic Reporting on Form 20-F and Form 6-K

After a foreign private issuer has completed its going public transaction by completing an offering registered under the Securities Act of 1933,…

Clinton Greyling Sentenced for Role in Unregistered Broker Scheme

Published: January 6, 2025 On December 11, 2024, Clinton Greyling, 50, of Tamarac, Fla., was sentenced by U.S. District Court Judge Richard…

SEC says John Clayton, owner of Standard Registrar and Transfer Co, secretly acquired and dumped millions of shares of microcap stocks.

On December 11, 2024, the Securities and Exchange Commission (the “SEC“) filed a complaint in the United States District Court for the…