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 firms are increasingly turning to public markets as a path to raise the substantial capital needed for exploration, deepwater infrastructure, and subsea recovery systems. Listing on exchanges such as Nasdaq or the New York Stock Exchange (NYSE) provides access to institutional investors, liquidity, and reputational cachet—particularly useful in the capital-intensive and politically sensitive business of mining the ocean floor.
These listings may be executed via an initial public offering (IPO), a SPAC merger, a direct listing, or hybrid financing structures. However, the transition to public markets brings greater regulatory scrutiny, enhanced disclosure obligations, and higher governance expectations than in the private realm. Read More
SEC Trading Suspensions of QMMM, SDM – New SEC Cross-Border Task Force
On September 29, 2025, the U.S. Securities and Exchange Commission (SEC) issued back-to-back trading suspensions for two foreign issuers listed on the Nasdaq Capital Market, underscoring regulatory concerns about fraudulent, social-media-driven stock manipulation. These are the first SEC trading suspensions since October 2024, making the actions both rare and significant.
Smart Digital Group Limited (SDM) and QMMM Holdings LTD (QMMM) in the SEC’s Crosshairs
- Smart Digital Group Limited (SDM) is a Cayman Islands holding company with principal executive offices in Singapore, listed on the Nasdaq Capital Market on May 1, 2024, at an IPO price of $4.00 per share. By the close of business on September 28, 2025, SDM’s stock had fallen to $1.85 per share—less than half its offering price.
- QMMM Holdings Limited (QMMM) is a Cayman Islands holding company based in Hong Kong, listed on the Nasdaq Capital Market on July 19, 2024, at an IPO price of $4.00 per share. By September 28, 2025, QMMM’s shares had soared to $119.40 per share, an extraordinary rise from its IPO level.
Both trading suspensions took effect at 4:00 a.m. ET on September 29, 2025, and are scheduled to terminate at 11:59 p.m. ET on October 10, 2025. Read More
Bollinger Innovations: The Curious Case of the Disappearing Investor
Yesterday, Bollinger Innovations Inc. (BINI) (formerly Mullen Automotive, Inc. (MULN)) announced a 1:250 reverse stock split, effective Monday, September 22, 2025, in an effort to regain compliance with the Nasdaq’s minimum bid price rule.
Under this plan, every 250 shares currently held by shareholders will be consolidated into a single share, reducing Bollinger’s approximately 126.2 million shares outstanding to about 505,000 shares (rounding fractional shares up). Read More
Rule 144 and 145: The SEC’s Favorite Party Poopers
When it comes to the resale of securities, few areas of securities law generate as much scrutiny as those involving shell companies. Investors and issuers alike must navigate complex restrictions under the Securities Act, particularly the interplay of Rule 144 and Rule 145. We’ll walk through the resale restrictions under the Securities Act of 1933 (the “Securities Act”), focusing on Rule 144 and Rule 145. These rules set the stage for how securities of shell companies and former shell companies can be resold. Read More
Trump Says No More Nasty 10-Qs — Make SEC Reporting Great Again
President Donald Trump has revived an idea he first floated during his earlier administration: doing away with quarterly reporting requirements for U.S. public companies. This move aligns with President Trump’s vision of reducing bureaucratic hurdles and fostering a business environment that prioritizes innovation and growth.
Nasdaq Proposes Tougher Listing Standards
On September 3, 2025, Nasdaq unveiled proposed updates to its listing standards, designed to strengthen investor protections and enhance market integrity. The changes come amid heightened concerns about market manipulation and liquidity in smaller company securities, and reflect the exchange’s ongoing efforts to adapt to evolving market dynamics.
Key Proposed Changes
Nasdaq’s revisions target both new listings and ongoing listing compliance:
- Higher Public Float Threshold: New listings under the net income standard will now require a minimum market value of publicly held shares (public float) of $15 million. This helps guarantee better liquidity right from the start.
- Faster Suspension and Delisting: Companies with a listing deficiency and a Market Value of Listed Securities below $5 million will face an accelerated suspension and delisting process.
- Stricter Standards for China-Based Companies: New listings from companies principally operating in China must raise at least $25 million in public offering proceeds, reviving a threshold first introduced for “restrictive markets” in 2020.
Navigating Periodic Reporting for U.S. Public Companies
As a public company in the U.S., staying on top of your reporting obligations under the Securities Exchange Act of 1934 (Exchange Act) is crucial. These requirements ensure transparency, keep investors informed about key developments, and help maintain market integrity. Whether you’re a newly public company or a seasoned issuer, understanding periodic reporting—Form 10-K, Form 10-Q, and current event (Form 8-K) reports—can prevent costly missteps. Read More
Hedge Funds Just Won a Key Review of the SEC’s Short-Sale Disclosure Rule. Here’s What It Means.
A federal appeals court has ordered the Securities and Exchange Commission to take a fresh look at the economic impact of its short-sale transparency regime—a notable win for hedge fund groups that sued to block it. On August 25, 2025, a three-judge panel directed the SEC to reconsider the costs and cumulative economic effects of the rule, while leaving the agency’s underlying authority intact. The challenge was brought by industry associations representing hedge funds and other private funds. Read More
Navigating Audit Committee Requirements
For public companies in the U.S., the audit committee plays a critical role in maintaining investor confidence and ensuring accountability. Audit committees sit at the intersection of corporate governance, financial integrity, and risk oversight. If you serve on a board—or advise one—understanding the rules that govern audit committees is essential. Read More
Navigating Florida’s Revamped Securities Laws
In 2023 and 2024, Florida lawmakers overhauled Chapter 517, the Florida Securities and Investor Protection Act, ushering in a new era for businesses and investors. Effective October 1, 2024, these changes make it easier for Florida companies to raise capital locally while strengthening protections against fraud.
The reforms cover three key areas:
- Modernized registration and licensing rules
- New and expanded capital-raising exemptions
- Stronger investor protection and enforcement tools
This blog dives into the new exemptions and rescission rights, offering a clear guide for businesses and investors. Read More
NASDAQ’s 20% Rule – Consideration When Going Public
When a company goes public on the Nasdaq Stock Market, it must comply with various requirements, including obtaining stockholder approval for certain transactions involving 20% or more of the company’s stock or voting power. This is particularly important for companies planning their initial public offering (IPO).
This IPO Preparation Guide covers:
- Reviews key scenarios requiring stockholder approval during and after the IPO process for Nasdaq-listing compliance.
- Provides pre-IPO companies with practical guidance on calculating ownership thresholds and voting power requirements.
- Describes exceptions to the rule.
- Explores strategic approaches to structuring pre-IPO and post-listing transactions to optimize timing and stockholder approval requirements.
Understanding the SEC’s Concept Release on the Definition of a Foreign Private Issuer
In a recent move, the U.S. Securities and Exchange Commission (SEC) issued a concept release examining the definition of a Foreign Private Issuer. This step underscores the SEC’s effort to evaluate whether the current framework still makes sense in today’s interconnected global markets.
What is a Foreign Private Issuer?
A foreign private issuer is essentially a non-U.S. public company that meets specific criteria distinguishing it from domestic issuers. These criteria include where its operations are based, the composition of its board and management, and the residency of its shareholders. Being categorized as a Foreign Private Issuer allows companies to benefit from more flexible SEC reporting requirements, making it easier for them to access U.S. capital markets. When going public, Foreign Private Issuers can choose between various listing options, including American Depositary Receipts (ADRs) or direct listings on major U.S. exchanges like NYSE or NASDAQ. Read More
Navigating Corporate Governance: Requirements for Nasdaq and NYSE Companies
Going public is a thrilling milestone for any company, but it comes with a hefty dose of responsibility. If you’re eyeing a listing on the New York Stock Exchange (NYSE) or Nasdaq Stock Market (Nasdaq), you’ll need to align your board and operations with robust corporate governance standards. These rules, enforced by the exchanges and the Securities and Exchange Commission (SEC), aim to promote accountability, fairness, and investor confidence. In this post, we’ll break down the key requirements, from board setup to committee roles, while highlighting some nuances and recent developments. Think of this as your roadmap to building a compliant—and effective—governance structure. Read More
Navigating SEC Disclosures: Director and Executive Officer Information
In the securities industry, transparency isn’t just a buzzword—it’s a legal mandate. The U.S. Securities and Exchange Commission (SEC) plays a crucial role in ensuring that investors have the tools to make smart decisions. One key piece of this puzzle is Item 401 of Regulation S-K, which outlines the disclosures companies must make about their directors, executive officers, and nominees. This information helps shareholders evaluate leadership quality, governance practices, and potential risks when voting on board elections or assessing investment opportunities.
Think of it as a resume for the company’s top brass: it covers everything from basic bios to potential red flags. These details appear in key filings like Form S-1 for IPOs, proxy statements for annual meetings, and Form 10-K annual reports. But why does this matter? Strong leadership correlates with better company performance, and hidden conflicts or past issues can spell trouble. In fact, according to a 2023 study by the CFA Institute, investors increasingly prioritize governance factors, with 78% saying board composition influences their decisions.
In this blog post, we’ll break down the core requirements of Item 401, rephrased and expanded for clarity. I’ll also weave in some real-world context, tips for compliance, and recent developments to give you a fuller picture. Let’s dive in. Read More
Navigating SEC Form 6-K
For foreign private issuers (FPIs) listed in the United States, staying compliant with U.S. Securities and Exchange Commission (SEC) regulations is a critical task. Among the various reporting obligations, Form 6-K stands out as a key mechanism for providing ongoing disclosures about corporate developments. While it may seem straightforward—submit press releases, shareholder reports, and other published materials to the SEC—Form 6-K is layered with complexities that require careful navigation. In this blog, we dive into the essentials of Form 6-K, its requirements, practical considerations, and how it integrates with other SEC filings like Form F-3, drawing on insights from years of market practice. Read More
Navigating the Nasdaq Listing Process
Listing on Nasdaq is a major milestone for companies aiming to go public, offering access to global capital markets and increased visibility. However, the process is complex, requiring careful preparation and compliance with strict regulatory standards. This guide provides a clear roadmap, detailing essential steps, required filings, and practical insights to help your company achieve a successful listing. Read More
NASDAQ Listing Process and Documentation
The NASDAQ listing process involves several steps and requirements for companies seeking to list their securities on one of NASDAQ’s three market tiers: the NASDAQ Capital Market, NASDAQ Global Market, or NASDAQ Global Select Market. Companies going public seeking to list on Nasdaq should be familiar with the process and documentation required to ensure timely approval of the application.
Below is a detailed overview of the process and the forms required for submission through the NASDAQ Listing Center portal. Read More
NASDAQ Corporate Governance Requirements for Foreign Private Issuers
Public companies that are foreign private issuers listed on the Nasdaq Stock Exchange are subject to specific corporate governance requirements, which are less stringent than those applied to U.S.-based issuers. These issuers may adhere to their home country’s corporate governance practices, provided they meet certain Nasdaq mandates. Key requirements include:
- Publicly disclosing any Nasdaq rule not followed, along with a description of the home country practice adopted instead.
- Avoiding disproportionate restrictions or reductions in the voting rights of common shareholders, unless permitted by home country laws and subject to specific exceptions.
- Promptly notifying Nasdaq if an executive officer becomes aware of any noncompliance with exchange rules.
- Maintaining an audit committee that complies with the standards outlined below.
The Impact of Social Media on Market Manipulation
Social media has transformed the way information spreads, connecting billions of users instantly. While this connectivity fosters communication and engagement, it also creates fertile ground for market manipulation. Social media platforms, with their vast reach and rapid dissemination, can be exploited to spread misinformation, manipulate stock prices, and influence investor behavior. This article explores how social media facilitates market manipulation, the mechanisms behind it, and the broader implications for financial markets. Read More
Regulation of Financial Influencers: Navigating Securities Law Violations and SEC Enforcement
In the age of social media, financial influencers, or “finfluencers,” have become powerful voices in shaping investment decisions. With large followings on platforms like TikTok, Instagram, YouTube, and X, finfluencers offer financial advice, promote investment products, and share trading strategies, often in an engaging, relatable style. While they have democratized access to financial education, their activities have raised significant concerns about potential securities law violations. Regulatory bodies, particularly the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA), have intensified efforts to address these issues, targeting misleading promotions, undisclosed conflicts of interest, and market manipulation. This article explores the risks of securities law violations by finfluencers, including within the cryptocurrency industry, the SEC’s regulatory responses, and real-life examples of enforcement actions. Read More
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 been struck down. On December 11, 2024, the Court of Appeals for the Fifth Circuit struck down the proposed diversity disclosure rules by Nasdaq, and on March 27, 2025, the SEC voted to end its defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions. Read More
SEC charges William A. Justice, Brian D. Shibley, Randell R. Torno, and Keith A. Rosenbaum for their roles in the Phillip Verges $112 million pump-and-dump scheme
On July 1, 2025, the Securities and Exchange Commission (“SEC“) charged William A. Justice, Brian D. Shibley, and Randell R. Torno, each a former Chief Executive Officer (“CEO”) of a penny-stock public company, and Keith A. Rosenbaum, a disbarred California attorney, for their roles in an alleged $112 million pump-and-dump scheme orchestrated by Texas resident Philip Verges.
The SEC previously filed charges against Verges, as well as James D. Tilton, Jr., Robert F. Malin, Linda Malin, and Blue Citi, LLC, on September 26, 2023, for their roles in the alleged scheme, which involved the public securities of Alternet Systems, Inc. (“ALYI”), Priority Aviation, Inc. (“PJET”), Puration, Inc. (“PURA”), Vaycaychella, Inc. (“VAYK”), and WaterPure International, Inc. (“WPUR”).
The SEC’s complaint alleges that, from approximately June 2017 through June 2022, at Verges’ direction, the CEOs (Justice, Shibley and Torno), signed, or allowed their signatures to appear on, disclosure statements published by a penny stock trading platform that they reasonably should have known contained materially false and misleading information regarding who prepared the penny-stock issuers’ financial statements and also concealed Verges’s control of the penny-stock issuers. In particular, according to the SEC, Justice served as the CEO of VAYK, Shibley served as the CEO of PURA, and Torno served as the CEO of ALYI. Read More
Finra’s Role in IPOs for Nasdaq and NYSE Listings
Launching an Initial Public Offering (IPO) on the Nasdaq or NYSE is a significant milestone for companies aiming to access public capital markets. These prestigious exchanges offer visibility, liquidity, and credibility, but the process involves stringent regulatory oversight. A key player in this journey is the Financial Industry Regulatory Authority (FINRA), which ensures that underwriting terms for IPOs are fair and transparent. This article explores FINRA’s critical role in IPOs, including compliance with Rules 5110 and 5121, to assist issuers and underwriters in navigating the path to going public successfully.
FINRA’s Oversight in the IPO Process
When a company pursues an IPO and seeks listing on Nasdaq or NYSE, it must adhere to FINRA’s regulations, particularly if a FINRA member firm acts as an underwriter, dealer, or distributor—collectively known as a “Participating Member.” These members play a vital role in preparing offering documents, distributing shares, or providing advisory services. However, firms offering only independent financial advice are not considered Participating Members. Read More
A Beginner’s Guide to Listing on the OTCID Basic Market
On July 1, 2025, OTC Markets introduced the OTCID Basic Market, replacing the OTC Pink Market. This new platform offers a streamlined way for both public and private companies looking to go public to trade their securities while ensuring transparency for investors, brokers, and regulators. If you’re considering listing your company on the OTCID, this guide breaks down the key requirements and steps in a simple, approachable way. Read More
Understanding Form S-3: A Guide to Securities Registration
Form S-3 is a streamlined registration statement under the Securities Act, utilized by companies to register various securities for public offerings. This article explores what Form S-3 entails, its eligibility criteria, and how it functions, including its role in shelf registrations and financial reporting requirements.
What is Form S-3?
Form S-3 is a concise filing option that enables issuers to register a range of securities, such as common and preferred stocks, debt instruments, options, warrants, and guarantees. It supports both primary offerings (where the issuer sells its securities directly) and secondary offerings (where existing securities are resold by holders other than the issuer). The form accommodates immediate, future, or ongoing sales of securities, providing flexibility for issuers.
Unlike the more detailed Form S-1, Form S-3 relies heavily on incorporating information by reference from existing Exchange Act reports, such as Forms 10-K and 10-Q. This approach reduces the need for extensive disclosures in the prospectus, as it automatically updates with subsequent Exchange Act filings, ensuring the information remains current. Read More
Terminating SEC Reporting Obligations in Abandoned IPOs
An Initial Public Offering (IPO) represents a significant milestone for companies seeking to go public, particularly for smaller issuers targeting listings on exchanges such as the NASDAQ Capital Market or NYSE American. However, not all IPOs are successful, and the fallout from a failed or abandoned IPO can be substantial. This article examines why IPOs fail, the implications of SEC reporting obligations under Section 15(d) of the Securities Exchange Act of 1934, and the crucial steps companies can take to fulfill these obligations after an abandoned IPO. We’ll also dive deeper into the causes and consequences of failed IPOs to provide a comprehensive guide for businesses and investors. Read More
Navigating SEC Reporting: Suspension and Voluntary Filer Status Explained
When a public company is registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, it must file periodic reports like Forms 10-K, 10-Q, and 8-K with the Securities and Exchange Commission (SEC). These requirements stem from registering securities via a Form S-1 or F-1 under the Securities Act of 1933, as amended (the “Securities Act”), or through the Securities Exchange Act of 1934 (the “Securities Exchange Act”) via Form 10, 20-F, or 8-A.
Understanding how to suspend these obligations or transition to voluntary filer status can save companies time and resources. This guide breaks down the process in a clear, actionable way. Read More
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 issuers. Form S-8 is available to register securities offered to employees and consultants under benefit plans under limited circumstances.
A registration statement on Form S-8 offers benefits to SEC reporting companies because it becomes effective upon filing and the shares registered may be issued without a restrictive legend. Whether you’re a legal advisor, a compliance professional, or part of a corporate finance team, understanding this form is key to executing employee stock plans efficiently and legally. Read More
Direct Public Offerings in 2025
A Direct Public Offering (DPO) is an effective method for private companies to raise capital by selling securities directly to the public without intermediaries like underwriters or investment banks. This approach, also known as a direct listing, eliminates many of the costs and complexities associated with traditional Initial Public Offerings (IPOs) or reverse mergers, making it an attractive option for small to mid-sized companies seeking public company status. Below, we explore the key aspects of DPOs, their benefits, regulatory requirements, and practical considerations for issuers in 2025, based on the latest insights from securities law experts.
What is a Direct Public Offering?
A DPO allows a company to offer its securities—such as common shares, preferred shares, or debt securities—directly to investors, bypassing the need for underwriters or broker-dealers. Unlike an IPO, which involves a structured process with investment banks, a DPO enables issuers to self-underwrite and tailor the offering to their specific needs and requirements. This flexibility makes DPOs appealing to companies with established client bases or those unable to secure an underwriter. The process typically involves filing a registration statement, most commonly a Form S-1, with the Securities and Exchange Commission (SEC) under the Securities Act of 1933.
DPOs can be completed in as little as 90 days, compared to a year or more often required for an IPO. They also create unrestricted securities, unlike Form 10 registration statements, which may result in restricted securities. This efficiency and flexibility make DPOs a viable alternative for companies aiming to go public quickly and cost-effectively. Read More