The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act requires the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding the portions of the JOBS Act relating to crowdfunding within 270 days of the law’s enactment on December 31, 2012. As of July 2015, the SEC had not yet issued the JOBS Act’s equity crowdfunding regulations.
While the states are moving forward with their own regulations for intrastate crowdfunding, the future of equity crowdfunding remains in limbo.
The Purpose of Crowdfunding under the JOBS Act
The purpose of the act is to make it easier for small businesses, characterized as “emerging growth companies,” to raise money more cheaply and easily. As useful as all that will be for small issuers, until the SEC promulgates its final regulations, equity crowdfunding in securities offerings remains illegal.
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 reports on Form 10-K and quarterly reports on Form 10-Q. SEC reporting companies must also report certain material events within four days ofthe event. Current Reports on Form 8-K provide investors with current information to enable them to make informed investment decisions. The information required to be disclosed on Form 8-K is generally considered to be “material” information. Generally, this means that there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision.
On January 17, 2013, the Securities and Exchange Commission (the “SEC”) approved proposals by the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“NASDAQ”) regarding compensation committee and compensation adviser independence, as required by the new SEC rules issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank Act”). Read More
Private companies seeking to go public are often unaware of the SEC comment process. The SEC comment process applies to registration statements filed by companies who go public using an initial public offering (“IPO”) as well as to companies conducting a direct public offering. Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from the SEC’s registration requirements. Read More
Private companies that go public often attempt to list on a national securities exchange. One of these, the NASDAQ Stock Market (“NASDAQ”) has three distinct tiers for companies considering an exchange listing as part of their going public transaction. These tiers are the NASDAQ Global Select Market, the NASDAQ Global Market and the NASDAQ Capital Market. Issuers must satisfy specific Read More
On January 3, 2013, OTC Markets revised its disclosure requirements for issuers quoted on OTC Markets’ “OTC Pink Current Information” tier. As set forth in our January 4, 2013 blog post, these revisions reduced the filing deadline for reporting a laundry list of corporate events but eliminated the obligations of issuers to provide quarterly legal opinion letters from their securities attorneys.
About the OTC Markets Disclosure Tiers Read More
Spam is unsolicited information–usually cast in the form of an advertisement–that is sent to a large number of recipients electronically. Spam may take the form of an email or a series of message board postings. The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) addresses commercial email. Commercial email is defined as “any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service.” Read More
On December 23, 2013, the Securities and Exchange Commission (“SEC”) entered into a proposed settlement of a pending civil action against Advanced Cell Technology, Inc. (“Advanced Cell”), arising out of Advanced Cell’s issuance of hundreds of millions of unregistered shares of common stock on thirteen separate occasions without qualifying for any exemption from registration. The settlement is subject to the Court’s approval. Read More
On January 3, 2013, the OTC Markets revised its disclosure requirements for issuers quoted with an OTC Markets “OTC Pink Current” tier. These revisions increase current events disclosures for a laundry list of corporate events but reduce the obligations of issuers to provide quarterly legal opinion letters from their securities lawyers.
The OTC Markets Group operates an electronic inter-dealer quotation system for broker-dealers to trade securities not Read More
Section 16(a) of the Exchange Act of 1934 (the “Exchange Act”) requires the reporting of beneficial ownership by the officers, directors and stockholders who hold stock directly or indirectly, beneficially owning more than 10% of the company’s common stock or other class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act. Section 16 reporting requirements apply only to companies that have registered a class of securities under Section 12(b) or Section 12(g). Read More