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… Read More
Category: Blog Posts Tags: antifraud provisions, best practices, compliance, cybersecurity incidents, earnings announcements, EDGAR system, English translation, financial disclosures, Foreign Private Issuers, Form 20-F, Form F-3, Going Public, incorporation by reference, interim financials, liability, material information, materiality, non-GAAP measures, Periodic Reports, Regulation FD, Regulation G, Rule 135c, Safe Harbor, SEC Form 6-K, Securities Lawyer, shareholder reports, U.S. Securities and Exchange Commission, unregistered offerings, XBRL formatting
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… Read More
Category: Blog Posts Tags: audit committee, audited financials, board independence, capitalization, confidential filing, consolidated financial statements, corporate governance, EDGAR system, Emerging Growth Company, executive compensation, Financial Statements, FINRA clearance, Foreign Private Issuer, Form 20-F, Form F-1, home country practices, IFRS, indebtedness, IPO Requirements, jobs act, Listing Agreement, Listing Application, listing tiers, management discussion, NASDAQ Listing, Public Offering, publicity restrictions, regulatory compliance, SEC filings, U.S. GAAP, U.S. securities laws
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… Read More
Category: Blog Posts Tags: audit committee, audited financials, board composition, corporate governance, Corporate Governance Certification, Direct Listing, financial disclosures, Financial Statements, Foreign Private Issuer, Form 10, Form 20-F, Form F-1, Form F-1 Registration Statement, Form S-1, Form S-1. Registration Statement, Going Public, home country practices, IFRS, initial public offering, IPO, Listing Agreement, Listing Application, Listing Fees, listing requirements, Logo submission, Logo Submission Form, nasdaq, Nasdaq Capital Market, NASDAQ compliance, Nasdaq Corporate Governance, Nasdaq direct listing, Nasdaq Financial Statements, Nasdaq Global Market, NASDAQ Global Select Market, NASDAQ Listing, Nasdaq listing application, NASDAQ Listing Center, Nasdaq listing fees, Registration Statement, SEC Registration, SEC Registration Statement, Securities Attorney, securities registration, Symbol Reservation Form, U.S. GAAP
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… Read More
Category: Blog Posts Tags: affiliate transactions, audit committee, board diversity, CEO/CFO certifications, code of ethics, compensation clawback, corporate governance, executive compensation, Foreign Private Issuer, Form 20-F, Going Public, home country practices, independence requirements, IPO exemptions, litigation disclosure, nasdaq, noncompliance notification, public disclosure, SEC Rule 10A-3, Securities Attorney, voting rights, whistleblower protections
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,… Read More
Category: Blog Posts Tags: AI-driven tools, anonymity, bots, coordinated campaigns, digital communication, financial markets, GameStop, influencers, investor education, market manipulation, memes, misinformation, platform accountability, pump-and-dump schemes, Reddit, regulatory challenges, retail investors, SEC, Securities Attorney, Social Media, stock price volatility, Tesla, TikTok, X
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… Read More
Category: Blog Posts Tags: bitcoin, crypto industry, crypto promotions, disclosure requirements, ethereummax, finfluencers, FINRA regulations, FINRA Rule 2210, Fundrise Advisors, global regulatory collaboration, Investment Advisers Act, Investor Protection, Kim Kardashian, M1 Finance, market manipulation, misleading claims, NFTs, Paul Pierce, pump-and-dump schemes, regulatory challenges, SEC enforcement, Section 17(b), Securities Attorney, securities law violations, social media influence, stable coin, tokens, TradeZero America, undisclosed compensation, unlicensed financial advice
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… Read More
Category: Blog Posts Tags: Alliance for Fair Board Recruitment, board diversity, Climate, climate risks, compliance, court, disclosures, diversity, Eight Circuit Court, Fifth Circuit, greenhouse gas emissions, judge, LGBTQ, listing rules, nasdaq, Nasdaq Stock Market LLC, National Center for Public Policy Research, rules, SEC, Securities and Exchange Commission, Securities Attorney
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… Read More
Category: Blog Posts Tags: 143 Partners LLC, 5Barz International Inc, AB Watley, AB Watley Group Inc, ACI Conglomerated, Alkame Holdings Inc, ALKM, Alternet Systems Inc, ALYI, ANCE, BARZ, Beachhead LP, Blackhead LLC, BLSP, Blue Citi, Blue Citi LLC, Blue Sphere Corp, Blue Water Global Group, BLUU, Brian Shipley, CIAO Group Inc, CIAU, DIDG, Digital Development Group Corp, ECAU, Echo Automotive Inc, Ed Bollen, Enviro-Serv Inc, Estvan Elek, EVSV, FINRA, fraud, front-running trading scheme, GACR, Glenn Bagwell, GRCO, Green Automotive Co, Greenbelt Resources Corp, IHUB, IJJ Corp, IJJP, Indictment, investorshub, James Tilton, JDT Trading, JDT Trading LLC, Kali Inc, KALY, LEXG, Linda Malin, Linda Malin Esq, Lithium Exploration Group Inc, Max Sound Corp, MAXD, mike murphree, Mike Murphy, North American Cannabis Holdings Inc, NOUV, Nouveau Life Pharmaceuticals Inc, OTC Markets, Penny Stock, Philip Verges, PositiveId Corp, PSID, pump and dump, PURA, Puration Inc, Randell Torno, Restance Inc, Robert F Malin, Robert Malin, scam, SEC, SEC Action, SEC Actions, SEC Complaint, SEC enforcement, SEC Subpoena, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Exchange Act, Securities Fraud, SMEA2Z LLC, Solaris Power Cells Inc, SPCL, Steven Rash, TGRR, Thilo Dunker, ThinSpace Technology Inc, THNS, Tiger Reef Inc, Tilton, Tom Faye, UBIQ, Ubiquity Inc, USMJ, Vaycaychella Inc, VAYK, Verges, Waterpure International Inc, West Cucharras LLC, WPUR, Yasmine Acedo
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…. Read More
Category: Blog Posts Tags: conflict of interest, corporate financing, corporate governance, FINRA, FINRA filing requirements, Going Public, IPO, IPO timeline, nasdaq, NASDAQ Listing, nyse, NYSE Listing, Public Offering, public offering compliance, qualified independent underwriter, Registration Statement, Rule 5110, Rule 5121, S-1, s-3, Securities Attorney, securities regulation, stock exchange listing, underwriting compensation, underwriting terms
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… Read More
Category: Blog Posts Tags: Alternative Reporting, Change in Control, Company Verified Profile, compliance, corporate actions, Edgar, Financial Disclosure, Going Public, International Reporting, Investor Transparency, listing requirements, Management Certification, OTC Markets, OTCID, OTCID Basic Market, OTCID Listing, OTCID Quotation, OTCID Requirements, OTCIQ.com, Regulation A, Regulation Crowdfunding, SEC Reporting, Securities Attorney, Securities Laws, Transfer Agent, U.S. Bank Reporting
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… Read More
Category: Blog Posts Tags: accounting principle changes, audited financial statements, automatic shelf registration, business acquisitions, Exchange Act, Financial Statements, Form S-3, Going Public, incorporation by reference, primary offering, Prospectus Supplement, Regulation S-X, SEC compliance, SEC Registration Statement, Secondary Offering, Securities Act, Securities Offering, securities registration, shelf registration, shelf takedown, well-known seasoned issuer, WKSI
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,… Read More
Category: Blog Posts Tags: abandoned IPO, Exchange Act, Failed IPO, Form 15, Going Public, IPO failure reasons, nasdaq, NASDAQ IPO, nyse, NYSE American IPO, Rule 12h-3, Rule 430A, SEC compliance, SEC Reporting Obligations, Section 15(d), Securities Act, Securities Attorney, Staff Legal Bulletin No. 18, terminating SEC reporting
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… Read More
Category: Blog Posts Tags: compliance, Form 15, Public Company, SEC compliance, SEC Reporting, Section 12, Section 15(d), Securities Attorney, Securities Exchange Act, shareholder count, voluntary filer
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… Read More
Category: Blog Posts Tags: CorporateLaw, EmployeeStockPlans, EquityCompensation, FormS8, IPO, PublicCompanies, SECCompliance, SECfiling, SecuritiesAct, SecuritiesLaw, SPAC
The Securities and Exchange Commission (SEC) is mapping out plans to take over the functions of the Public Company Accounting Oversight Board (PCAOB) should Congress eliminate the board through a budget reconciliation bill.
Category: Blog Posts Tags: Accounting Standards, Audit Oversight, Audit Quality, Budget Reconciliation, corporate governance, Enron, Financial Regulation, inspections, International Audit, Investor Protection, Legislative Reform Federal Budget Cuts, PCAOB, public companies, Sarbanes-Oxley Act, SEC
Assessing affiliate status is a nuanced but crucial exercise for public companies, affecting everything from Rule 144 sales to registration eligibility and filing obligations. Misclassifying a shareholder as a non-affiliate can expose the company to underwriter liabilities, increased regulatory scrutiny, and compliance missteps.
Category: Blog Posts Tags: accelerated filers, Affiliate Status, corporate governance, Emerging Growth Company, Exchange Act, Form F-3, Form S-1, Form S-3, Form S-3 Eligibility, insider control, primary offerings, public companies, resale restrictions, Rule 144, Rule 405, SEC compliance, SEC regulations, secondary offerings, Securities Act, Securities Attorney, securities law, Selling Shareholders, Smaller Reporting Company, SOX 404 compliance
The Nasdaq Capital Market is a top choice for early-stage companies aiming to access public capital. Listing on the Nasdaq Capital Market isn’t just about prestige; it’s a strategic move to raise funds for growth, innovation, and expansion. Read our full guide for getting listed on the Nasdaq Capital Market,
Category: Blog Posts Tags: Business Growth, Capital Market listing requirements, Going Public, listing timeline, nasdaq, Nasdaq fees 2025, Nasdaq governance standards, Nasdaq Initial Listing Guide, Nasdaq IPO process, raising capital, SEC, Securities and Exchange Commission, Securities Attorney
Learn how the SEC’s Dealer Rule targeted toxic lenders in penny stock markets — and why its defeat means ongoing risks for OTC issuers reliant on convertible notes and death-spiral financing.
Category: Blog Posts Tags: 15c2-11, Almagarby, Alternative Investment Management, amended rule, Amended Rule 15c2-11, amendment, amendments, appeal, APS, Boiler Room, Broker, broker-dealer, Capital, CE, CEO, Commission, company, Complaint, compliance, congress, Convertible Note, Convertible Notes, court, crypto, Crypto Task Force, Dealer, Dealer Registration, death spiral, death spiral financing, Defendants, Democrats, Dilution, discount, District Court, enforcement, enforcement action, enforcement actions, Equity, Exchange Act, Exchange Act of 1934, Expert Market, federal securities laws, felon, financing, FINRA, Gary Gensler, Grey Market, hedge funds, Hester Peirce, investment, investments, investor, Investor Loss, Investor losses, investors, IR, IRS, John Fife, judge, judgment, Justin Keener, law, laws, lawsuit, Lenders, litigation, management, Market, Market Adjustable, Microcap, Microcap Equity, Microcap Equity Group, Microcap Equity Group LLC, money, National Association of Private Fund Managers, offer, Open Market, otc, OTC Issuer, OTC issuers, OTC Markets, Penny Stock, Penny stocks, preferred stock, promissory note, promoter, Promotion, proposal, Public, Public Market, Pump, Quotation, registration, regulation, regulations, Republican, reverse split, Risk, Rule 144, Rule 15c2-11, rules, SAR, scheme, SEC, SEC enforcement, SEC filer, SEC regulation, SEC regulations, SEC Rule, sec rules, securities, Securities and Exchange, Securities and Exchange Commission, Securities Exchange, Securities Exchange Act, Securities Exchange Act of 1934, securities law, Securities Laws, Selling Stock, Shell, Shell Companies, shell peddler, stock, stock price, Stock Promotion, stock promotions, stocks, The Exchange Act, toxic, toxic financier, toxic financing, Toxic Funder, Toxic Funders, Toxic Lender, toxic lenders, toxic lending, Trader, trading, Treasury, unregistered, Unregistered Dealer, unregistered dealers, unregistered securities, variable-rate, war
A Form 8-K is a current report that public companies must file with the Securities and Exchange Commission (“SEC”) to report material events that could impact investors and the company’s stock price. The information required by Form 8-K… Read More
Corporate actions can range from making a change to a company’s name to issuing a dividend or restructuring the company through a merger or bankruptcy. The corporate action typically aims to influence a company’s stock value and shareholder… Read More
An “IPO” is the initial public offering by a company of its securities. In an IPO, the company offers and sells stock, most often its common stock, through an underwriter. When a company cannot locate an underwriter, it… Read More
Category: Blog Posts Tags: accountant, auditor, CEO, CFO, Common Stock, Direct Public Offering, dodd-frank, DPO, Equity, Exchange Act of 1934, F-1, Form 8-A, Form S-1, Going Public, initial public offering, IPO, nasdaq, nyse, OTC Markets, Prospectus, Public Market, Raise Capital, research analyst, S-1, S-1 registration statement, SEC, SEC Comments, SEC Reporting Requirements, securities, Securities Act of 1933, Securities and Exchange Commission, Securities Attorney, Transfer Agent, Underwriter
On March 20, 2025, the United States Attorney for the Southern District of New York announced that RONALD BAUER was sentenced to 20 months in prison for manipulating seven different stocks in a “pump-and-dump” scheme designed to fraudulently inflate the value of BAUER’s own shares in those companies.
Category: Blog Posts Tags: Adam Christopher Kambeitz, Alon Friedlander, American Helium Inc, Beneficial Owner, Bison Petroleum Corp, Black River Petroleum Corp, Black Stallion Oil and Gas Inc, Blacklight SA, BLKG, Blue Eagle Lithium Inc, Cantabio Pharmaceuticals Inc, CIIT, Craig Auringer, Craig James Auringer, CTBO, Cyberfort Software Inc., CYBF, Daniel Ferris, Daniel Mark Ferris, David Sidoo, doj, fbi, fraud, Gray Fox Petroleum Corp, Indictment, Lifelogger Technologies Corp., Lone Star Gold Inc, Massimiliano Pozzoni, match trading, Money Laundering, North American Oil & Gas Corp, OTC Markets, OTTV, Patriot Berry Farms Inc., Penny stocks, Petar Dmitrov Mihaylov, Peter Mihaylov, PetroTerra Corp, Polar Petroleum Corp, pump and dump, Ronald Bauer, Rule 13d-1, scam, Schedule 13D, SEC, SEC Action, SEC Complaint, Securities and Exchange Commission, Securities Fraud, Shell Company, Steampunk Wizards Inc., TLSS, True North Energy Corp, United States Attorney, Virtus Oil and Gas Corp, VOIL, wash trading
Each year, as companies prepare to draft their year-end Annual Reports on Form 10-K, changes in rules, regulations, and disclosure trends, along with new laws and executive orders from the current presidential administration, can add complexity and uncertainty…. Read More
Category: Blog Posts Tags: Annual Report, Artificial Intelligence, Canada, China, Climate Change, cybersecurity, DEI, Discrimination, Donald Trump, economic uncertainty, executive orders, Extreme Weather, Form 10-K, Gaza, geo-political issues, geopolitical risks, hypothetical risk factors, immigration. illegal immigrants, Inflation, Interest Rates, Israel, Legal Issues, Mexico, nasdaq, nyse, OTC Markets, Penny stocks, Political Landscape, PRC, president Trump, public companies, Public Disclosures, public reporting, Risk factors, Russia, SEC, Securities Attorney, Tariffs, Ukraine
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… Read More
Category: Blog Posts Tags: Alliance for Fair Board Recruitment, board diversity, Climate, climate risks, compliance, court, disclosures, diversity, Eight Circuit Court, Fifth Circuit, greenhouse gas emissions, judge, LGBTQ, listing rules, nasdaq, Nasdaq Stock Market LLC, National Center for Public Policy Research, rules, SEC, Securities and Exchange Commission, Securities Attorney
Both the Nasdaq Stock Exchange (Nasdaq) and the New York Stock Exchange (NYSE) impose a requirement that a majority of the board of directors of their listed companies be independent directors. Recent litigation, including SEC enforcement actions, demonstrates… Read More
Category: Blog Posts Tags: Director Independence, nasdaq, Nasdaq independent director, Nasdaq listed company manual, Nasdaq listing requirements, Nasdaq Rule 5605(a)(2), NASDAQ Stock Exchange, nyse, NYSE independent director, NYSE listed company manual, NYSE listing requirements, NYSE Section 303A.02(b), NYSE Stock Exchange, SEC Division of Enforcement
On March 12, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance issued a no-action letter providing SEC guidance as to Rule 506(c) of Regulation D of the Securities Act of 1933 (the “Securities Act”). The… Read More
Category: Blog Posts Tags: 506(c) exemption, Accredited Investor, Accredited Investor Verification, Public Company, Raise Capital, raise funds, Regulation D, Rule 506(c), Rule 506(c) exemption, Rule 506(c) verification, Safe Harbor, SEC Exemption, SEC Guidance, SEC no-action guidance, SEC staff, Securities Act
On March 11, 2025, the Public Company Accounting Oversight Board (“PCAOB”) issued an Order Instituting Disciplinary Proceedings, Making Findings, and Imposing Sanctions, permanently revoking the registration of Accell Audit & Compliance, P.A. (“Accell”). The PCAOB is a nonprofit… Read More
Category: Blog Posts Tags: Accell, Accell Audit & Compliance PA, accountant, auditor, Christopher Hiestand, Ignite International Brands Ltd, PCAOB, Public Company Accounting Oversight Board, SEC, SEC Complaint, Securities and Exchange Commission
As expected, under the new Trump administration, the Securities and Exchange Commission (the “SEC“) has reversed course on its approach to crypto enforcement. Donald Trump became a very strong supporter of digital assets and cryptocurrencies during his presidential… Read More
Category: Blog Posts Tags: American Bitcoin, American Data Centers, Baron Trump, bitcoin, Coinbase, Consensys Software Inc, crypto assets, crypto mining, Crypto Task Force, cryptocurrency, Cumberland DRW LLC, DJT, Donald Trump, Donald Trump Jr., Eric Trump, etfs, Hester Peirce, Hut 8, Justin Sun, Kraken, Mark T Uyeda, MELANIA, Melania Meme, MEME coins, NFT Marketplace, NFTs, OpenSea, Paul Grewal, Payward Inc, president Trump, Ripple, Robinhood, SEC, SEC Attorney, SEC Chairman, SEC Complaint, SEC Division of Corporate Finance, SEC enforcement action, SEC Settlement, Securities Act of 1933, Securities Act of 1934, Securities and Exchange Commission, Social Media, stablecoins, Steve Witkoff, Trump, Trump administration, Trump Media and Technology Group Corp, white house, World Liberty Financial, XRP, Zach Witkoff
In addition to the OTC Markets requirement that public companies on the OTC Pink Market file annual and quarterly reports, all companies on the OTC Pink Market are required to promptly disclose to the public any news or… Read More
Understanding IPOs
An “IPO” is the initial public offering by a company of its securities. In an IPO, the company offers and sells stock, most often its common stock, through an underwriter. When a company cannot locate an underwriter, it… Read More
Category: Blog Posts Tags: accountant, auditor, CEO, CFO, Common Stock, Direct Public Offering, dodd-frank, DPO, Equity, Exchange Act of 1934, F-1, Form 8-A, Form S-1, Going Public, initial public offering, IPO, nasdaq, nyse, OTC Markets, Prospectus, Public Market, Raise Capital, research analyst, S-1, S-1 registration statement, SEC, SEC Comments, SEC Reporting Requirements, securities, Securities Act of 1933, Securities and Exchange Commission, Securities Attorney, Transfer Agent, Underwriter