Raymond Pirrello, Jr, Founder and Executive of Prior2IPO, Charged in Investment Fraud

On December 6, 2023, a three-count indictment was unsealed in federal court in Brooklyn charging Raymond John Pirrello, Jr., also known as “Ray John,” with securities fraud conspiracy, wire fraud conspiracy and securities fraud relating to a scheme… Read More

Swiss Private Bank, Banque Pictet, Admits To Conspiring With U.S. Taxpayers To Hide Assets And Income In Offshore Accounts And Agrees to Pay More Than $122.9 Million

On December 4, 2023, Swiss private bank Banque Pictet et Cie SA admitted to conspiring with U.S. taxpayers and others to hide more than $5.6 billion in 1,637 secret bank accounts in Switzerland and elsewhere and to conceal… Read More

Why are Microcaps Trading on the NASDAQ and NYSE Exchanges?

In the past three years, some important changes have occurred to how “penny stocks” or “microcaps” trade and are regulated. By the early 2000s, they’d moved from the obscurity of the National Quotation Bureau’s Pink Sheets to a… Read More

Form S-3 Registration For NASDAQ, NYSE and OTC Markets Public Companies

Registration Statements on Form S-3 is a short form registration statement under the Securities Act of 1933, as amended (the “Securities Act”), which may be used by NASDAQ, NYSE and OTC Markets public companies for follow-on offerings and public… Read More

LG Capital Funding Loses Motion to Dismiss

On November 13, 2023, United States District Judge William F. Kuntz, II, of the United States District Court of the Eastern District of New York made his decision in LG Capital Funding LLC’s Motion to Dismiss the Securities… Read More

Overview of Regulation D, Rule 506(b), Rule 506(c) and other Capital-Raising Exemptions

Each offer and sale of a security must be (a) registered with the Securities and Exchange Commission (SEC); or (b) subject to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The… Read More

Current Reports on Form 8-K – SEC Disclosures and Requirements

Under applicable SEC rules for periodic reporting, an SEC reporting issuer must  generally report certain current events on Form 8-K within four business days after a triggering event has occurred. Current Reports on Form 8-K provide investors with … Read More

The Evolving SEC Actions Against Toxic Lenders

Convertible Financing For decades, microcap issuers on the OTC Markets in need of financing have largely been forced to turn to what are known as “toxic funders” or “toxic lenders.” The money they offer comes with a hefty… Read More

SEC Adopts new Rule 10c-1a to Increase Transparency in the Securities Lending Market

On October 13, 2023, the Securities and Exchange Commission (the “SEC“) adopted new Rule 10c-1a, which will require certain persons to report information about securities loans to a registered national securities association (RNSA) and require RNSAs to make… Read More

SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

On October 10, 2023, the Securities and Exchange Commission adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The amendments update Regulation 13D-G to require market participants to… Read More

Form S-1 Registration Statements Going Public NASDAQ NYSE and OTC Markets

What is a Form S-1 Registration Statement? A Form S-1 Registration Statement is the most commonly used registration statement form for the offer and sale of securities under the Securities Act of 1933, as amended (the “Securities Act”)… Read More

SEC Charges Stock Squirrel and John Feloni in $1.6 Million Securities Fraud

On September 29,  2023, the SEC charged Massachusetts-based company Stock Squirrel, Inc. and John Feloni, its president and CEO, with defrauding investors of approximately $1.6 million in an unregistered securities offering. According to the SEC’s complaint Feloni and… Read More

SEC Charges Adam R. Long, L2 Capital, LLC and Oasis Capital LLC, as Unregistered Dealers

  On September 28, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Adam R. Long of Dorado, Puerto Rico, and two companies Long owns and controls for acquiring and selling nearly 6 billion shares of… Read More

SEC Charges Philip Verges, James D. Tilton, Jr., Robert F. Malin and Linda Malin

On September 26, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Texas resident Philip Verges (“Verges”), James D. Tilton, Jr. (“Tilton”), Robert F. Malin, Linda Malin, Esq., and Blue Citi, LLC (“Blue Citi”) for their… Read More

SEC Charges Wilson J. Rondini, III and two companies Rondini controls for Operating as Unregistered Broker-Dealers

On September 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Florida resident Wilson J. Rondini, III and two companies Rondini controls, Falcon Capital LLP and Falcon Capital Partners Limited, alleging that all three operated… Read More

OTC Markets OTC Pink Common Disclosure Issues

In 2021, OTC Markets Group provided guidance about public disclosures that companies are required to provide to reach the current information tier on the OTC MARKETS OTC Pink. Today, that information is just as relevant as ever. OTC… Read More

Wells Notices for Meta Materials Execs

As summer peaked at the end of July, Meta Materials (MMAT) popped back into the news. What had happened? The company filed a Form 8-K explaining that MMAT, its CEO George Palikaras. and John Brda, the former CEO… Read More

SEC Charges Digital World Acquisition Corporation SPAC for Material Misrepresentations to Investors

On Thursday, July 20, 2023, the Securities and Exchange Commission (the “SEC“) announced settled fraud charges against Digital World Acquisition Corporation (DWAC), a special purpose acquisition company (SPAC), for making material misrepresentations in forms filed with the SEC… Read More

SEC Charges James P. Anglim in Connection with Fraudulent Scheme to Manipulate Stock Prices

On Monday, July 17, 2023, the Securities and Exchange Commission (the “SEC”)  charged New Jersey resident and former broker-dealer registered representative, James P. Anglim, for engaging in multiple deceptive and manipulative schemes to assist various people who controlled… Read More

Former SEC Attorney and Recidivist Securities Violator Phillip W. Offill Sentenced to Prison Again

On July 12, 2023, former securities attorney Phillip W. Offill was sentenced today to six years in prison and ordered to pay $1.385 million in restitution to victims for his role in a conspiracy to defraud over 1,000… Read More

SEC Arrives Too Late; Ponzi Scheme Polka Ends in Murder-Suicide

On February 1, 2023, three Minnesota men met in a parking lot in Bloomington, about 10 miles from Minneapolis, to discuss business. Richard B. Myre, 44, arrived first, in his black Ford F-150. He pulled into the lot… Read More

Crypto Community Takes Aim at SEC Chair Gary Gensler

As this year’s long Fourth of July holiday began, surprising “news” about Gary Gensler, chairman of the Securities and Exchange Commission, spread across social media. Its source was a blog called CryptoAlert. The headline was an attention grabber:… Read More

Hester Peirce Asks: Are SEC Penny Stock Bars Fair?

On June 21, 2023, the SEC announced the resolution of four administrative proceedings that had been filed against unregistered broker-dealers and associates of unregistered broker-dealers in 2019. All four respondents had defaulted on the Orders Instituting Proceedings served… Read More

FINRA Presents the Warning Signs of a Ramp and Dump Scheme

Just about everybody knows what a “pump-and-dump” scheme is. It’s a type of price manipulation where bad actors use falsified, heavily promoted news, financial statements or other marketing communications to increase volume and manipulate the market price of… Read More

SEC Charges Convertible Note Dealer, BHP Capital NY Inc, and Its Owner, Bryan Pantofel, for Failure to Register

On Thursday, June 16, 2023, the Securities and Exchange Commission (the “SEC”) announced settled charges against a convertible note dealer, BHP Capital NY, Inc., and its managing member, Bryan Pantofel, for failing to register with the SEC as… Read More

SEC Charges Auctus Fund Management LLC and Its Co-Owners, Louis Posner and Alfred Sollami, with Acting as Unregistered Securities Dealers

On June 1, 2023, the Securities and Exchange Commission (the “SEC”) announced charges against Auctus Fund Management, LLC (“Auctus Management”) and its co-owners Alfred Sollami of Brookline, Massachusetts and Louis Posner of Mansfield, Massachusetts, for failing to register… Read More

SEC Obtains Final Judgment Against Thomas Ronk, Former Short Seller Opportunist

On April 14, 2023, the U.S. District Court for the Central District of California entered a final consent judgment against Thomas Carter Ronk imposing injunctive relief, a five-year officer-and-director bar, a five-year penny stock bar, and a civil… Read More

OTC Markets provides guidance on understanding FINRA Daily Short Sale Volume Data

Despite that the Securities and Exchange Commission adopted Regulation SHO more than 15 years ago, the age of meme stocks has caused “short squeeze” debates to become a regular and passionate topic on Reddit and social media, which… Read More

SEC Shuts Down WeedGenics – $60 Million Cannabis Offering Fraud

On March 23, 2023, the Securities and Exchange Commission (the “SEC”) obtained an emergency order to halt an alleged ongoing offering fraud and Ponzi-like scheme by Integrated National Resources Inc. (INR), which does business as WeedGenics, and its… Read More

Shell Hijacker, Mark Miller, Sentenced to One Year in Prison

On May 18, 2023, Mark Miller became the last of three men to be sentenced for a securities fraud scheme that involved hijacking several abandoned penny stocks, then using them for an illegal pump-and-dump stock manipulation scheme.  Miller… Read More