Form 10 Registration Statements Q & A

Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This article addresses common questions we receive from clients about Form 10… Read More

Hamilton & Associates Law Group: Regulation A+ White Paper

Regulation A+ White Paper www.securitieslawyer101.com   This publication is intended to provide information of general interest to the public and is not intended to offer legal advice about specific situations or problems. Hamilton & Associates Law Group, P.A…. Read More

Form S-1 Registration Statement Attorneys – Going Public Lawyers

Private companies going public should consider Form S-1 filing requirements when contemplating their securities offering.  Private companies seeking to raise capital often file a registration statement on SEC Form S-1 to meet certain requirements of the Financial Industry Regulatory Authority when going public. Upon filing,… Read More

Toxic Funders: Unregistered Dealers, Short Sellers, or Both?

We’ve often written about “toxic” promissory notes or preferred stock and the unregistered dealers who purchase them. These dealers are not the broker-dealers ordinary retail investors have accounts with. They are individuals with companies of their own that… Read More

2024 Form 10K and 10-K Deadlines Chart

  Periodic Report  Large Accelerated Filers  Accelerated Filers  Non-Accelerated Filers  Form 10-K for Fiscal Year Ended December 31, 2023  February 29, 2024  March 15, 2024  April 1, 2024  Form 10-Q for Fiscal Quarter Ended March 31, 2024  May… Read More

Ibrahim Almagarby Loses Unregistered Dealer Appeal

On February 14, 2024, the United States Court of Appeals for the Southern District of Florida made its ruling in the case of the Securities and Exchange Commission versus Ibrahim Almagarby and Microcap Equity Group, LLC, ruling in… Read More

SEC Obtains Final Judgment against Jeffrey Auerbach for Role in Bribery Scheme

On February 5, 2024, the Securities and Exchange Commission (the “Commission”) obtained a final judgment against defendant Jeffrey Auerbach, whom the SEC previously charged for his role in a fraudulent scheme to bribe a stockbroker to buy a… Read More

Rule 144 Legal Opinions and Legend Removal Q&A

Section 5 of the Securities Act of 1933, as amended, (the “Securities Act”) requires the offer and sale of securities to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration. Rule… Read More

SEC Consent Judgments: Speak Now, or Forever Hold Your Peace

Most investors are likely unaware that they can petition the SEC for new rules or changes to old ones. They can even ask that rules be entirely repealed. All that’s needed is to send a proposal to the… Read More

SEC Rules Affecting Rule 144 Legal Opinions and Shell Companies

The Securities and Exchange Commission (“SEC”) has published releases relating to Shell Companies that affect the use of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), by shareholders of Shell Companies. In addition,… Read More

SPAC Settles SEC Fraud and Conflict of Interest Charges

On January 25, 2024, the Securities and Exchange Commission announced that Northern Star Investment Corp. II, a special purpose acquisition company (SPAC), agreed to settle charges that it made misleading statements in forms filed with the SEC as… Read More

SEC Charges Founder of $1.7 Billion “HyperFund” Crypto Pyramid Scheme Xue Lee (aka Sam Lee) and Top Promoter Brenda Chunga (aka Bitcoin Beautee) with Fraud

On January 29, 2024, the Securities and Exchange Commission (the “SEC“) charged Xue Lee (aka Sam Lee) and Brenda Chunga (aka Bitcoin Beautee) for their involvement in a fraudulent crypto asset pyramid scheme known as HyperFund that raised… Read More

SEC Charges Aryeh Goldstein, Adar Bays, LLC, and Adar Alef, LLC for Failure to Register; Defendants Agree to Pay $1.25 Million to Settle

On January 23, 2024, the Securities and Exchange Commission (the “SEC”) announced the filing of an enforcement action against Aryeh Goldstein, a resident of Florida and New York, and two entities he controls, Adar Bays, LLC, located in… Read More

Frederick L. Sharp, Luis Carrillo, Courtney M. Kelln, Mike K.G. Veldhuis, and Paul Sexton Indicted for Long-Running Pump-and-Dump Schemes

Four Canadian nationals and one former California attorney, who is believed to be residing in Mexico, were indicted on Jan. 9, 2024 in connection with long-running international securities fraud schemes in which they sold millions of shares in… Read More

Aditya Raj Sharma Indicted for $10 million Investment Fraud

On January 12, 2024, the U.S. Attorney’s Office for the District of Minnesota announced Aditya Raj Sharma of Maple Grove, Minnesota, had been indicted for defrauding investors and financial institutions out of more than $10 million. According to… Read More

SEC Charges Jonathan Farber, Aarif Jamani, and Brian Keasberry with Securities Fraud

On January 12, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Jonathan Farber, Aarif Jamani, and Brian Keasberry for securities fraud. According to the complaint filed by the SEC in the United States District Court… Read More

Siddharth Jawahar Indicted for Running a Multi-Million Dollar Ponzi Scheme

On December 21, 2023, Siddharth Jawahar, 36, a former investment advisor, was indicted by a grand jury in U.S. District Court in St. Louis on three counts of wire fraud and one count of investment adviser fraud.  The indictment… Read More

Finra Proposes Rule Change for Stricter Limits for Brokers Borrowing From Clients

On Tuesday, January 2, 2024, the Financial Industry Regulatory Authority (“FINRA”) filed a proposed rule with the Securities and Exchange Commission (the “Commission”) seeking to tighten Rule 3240, which governs borrowing and lending between registered financial professionals and… Read More

SEC Charges Florida Real Estate Developer Rishi Kapoor with Perpetuating a $93 Million Fraud

On January 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it obtained an asset freeze and other emergency relief concerning an alleged $93 million real estate investment fraud perpetrated by Miami-based developer Rishi Kapoor. The… Read More

Short Selling: What It Is, and What It Isn’t 

Short selling, the practice of betting a stock will go down, not up, has been controversial since it was invented more than 400 years ago in the Netherlands. In the early 1600s, there was only one stock in… Read More

SEC Charges Dozy Mmobuosi, Tingo Group Inc, AgriFintech Holdings Inc. (f/k/a Tingo Inc.), and Tingo International Holdings Inc with Running a Massive Fraud

On December 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi, and three affiliated U.S.-based entities of which he is the CEO– Nasdaq-listed Tingo Group Inc., OTC-traded Agri-Fintech Holdings… Read More

New SEC Exemption from Registration for M&A Brokers

M&A BROKERS EXEMPTION In December of 2022, President Biden signed the Consolidated Appropriations Act of 2023 into law.  The new law includes a “policy rider” for certain mergers and acquisitions brokers (M&A brokers) in Division AA, Title V, Small… Read More

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