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… 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… 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… 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… Read More

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,… 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… 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… 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… 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…. 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… 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… 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,… 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… 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… Read More

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 (PCAOB) should Congress eliminate the board through a budget reconciliation bill.

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 filing obligations. Misclassifying a shareholder as a non-affiliate can expose the company to underwriter liabilities, increased regulatory scrutiny, and compliance missteps.

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 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,

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 OTC issuers reliant on convertible notes and death-spiral financing.

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 events that could impact investors and the company’s stock price. The information required by Form 8-K… Read More

FINRA Corporate Action Requests

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

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

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 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.

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 with new laws and executive orders from the current presidential administration, can add complexity and uncertainty…. 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… Read More

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

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

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 to Rule 506(c) of Regulation D of the Securities Act of 1933 (the “Securities Act”).  The… Read More

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, permanently revoking the registration of Accell Audit & Compliance, P.A. (“Accell”). The PCAOB is a nonprofit… Read More

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 enforcement.  Donald Trump became a very strong supporter of digital assets and cryptocurrencies during his presidential… Read More

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 on the OTC Pink Market are required to promptly disclose to the public any news or… Read More