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 Basic Market, 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
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, a direct public offering does not involve an underwriter. While it often takes a year or longer… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations
Going public is still considered a benefit to issuers seeking to raise capital or obtain recognition of their business. Even in a down economy, private companies seek the perceived benefits of being publicly traded. While there are a variety… Read More
Category: Blog Posts Tags: Depository Trust Company, Direct Listing, Direct Public Offering, DPO, DTC, FINRA, Form 10, Form 10 Registration Statement, Form 10-K, Form 10-Q, Form 211 and Amended 15c-211, Form 8-K, Form F-1, Form S-1, Form S-1. Registration Statement, Go Public, Going Public, Going Public Direct, Grey Sheets, initial public offering, IPO, Market Maker, nasdaq, Nasdaq Capital Market, nyse, OTC Markets, OTC Markets Pink, Periodic Reporting, Public Company, Registration Statement, Reverse Merger, rule 15c-211, SEC, SEC Periodic Reporting, SEC Registration Statement, Securities Act, Securities Attorney, Securities Exchange Act of 1934, Securities Lawyer, stock exchange, Underwriter, Unregistered Dealer, Unsolicited quotes
The SEC’s whistleblower program was established by Congress to incentivize whistleblowers to report specific, timely and credible information about possible federal securities laws violations. The Commission is authorized to provide monetary awards to eligible individuals who come forward… Read More
Category: Blog Posts Tags: Dodd Frank Bounty, dodd-frank, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Award, SEC Bounty, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Trading Suspension, SEC Whistleblower, SEC whistleblower Award, SEC whistleblower bounty, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, trading suspension, whistleblower
Public Companies whose securities are listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (NASDAQ), particularly the NASDAQ Capital Market, frequently effect reverse stock splits to comply with NASDAQ and NYSE’s minimum $1.00 share price… Read More
Category: Blog Posts Tags: listed company, Minimum Bid Price Rule, nasdaq, Nasdaq Capital Market, Nasdaq Minimum Bid Price Rule, NASDAQ stock market, nyse, Public Company, reverse split, reverse stock split, Stock Split
On December 23, 2024, the United States District Court for the Southern District of New York entered final judgments on consent against Defendant Morningview Financial, LLC, a company alleged to have acted as an unregistered dealer; Defendant Miles… Read More
Category: Blog Posts Tags: ADGO, AMAX, BOXS, broker-dealer, BRTI, CELZ, Convertible Note, EWLL, IRNC, Joseph M. Riccio, KPAY, Miles M Riccio, MJTK, Morningview Financial LLC, OPVS, PLYZ, SEC, SEC Complaint, SEC Order, Securities Attorney, Toxic Funder, TURV, United States District Court for the Southern District of New York, Unregistered broker-dealer, US Securities and Exchange Commission, XSPT
Over the past 25 years, the OTC Markets Group (OTCQX: OTCM) has made many changes to modernize the OTC Markets platform. This platform facilitates trading in over 12,000 securities, totaling hundreds of billions of dollars in transactions each… Read More
Category: Blog Posts Tags: 15c2-11, Edgar, Expert Market, Expert Restricted Market, Management Certification, OTC Markets, OTC Markets Group, OTCID, OTCID Market, OTCQB, OTCQX, Penny stocks, Pink, Pink Limited Market, Reporting Requirements, SEC, Securities and Exchange Commission, Securities Attorney, SEDAR, Transfer Agent Verification Program
Many foreign companies use American Depositary Receipts (“ADRs”) as a means of going public to raise capital or establish a trading presence in the United States. ADRs are traded on exchanges like NASDAQ or NYSE as well as… Read More
Category: Blog Posts Tags: ADRs, ADSs, American Depositary Receipts, American Depositary Shares, Commission, foreign companies, foreign currency, Form F-1, Form F-3, Form F-4, Going Public, Level 1 ADR, Level 2 ADR, Level 3 ADR, nasdaq, nyse, OTC Markets, Registration Statement, Rule 12g3-2(b), SEC, Securities and Exchange Commission, Securities Attorney, Securities Exchange Act of 1934, U.S. public markets
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