On March 13, 2019, the Securities and Exchange Commission (SEC) charged attorney Diane Dalmy with fraud for “for concealing from transfer agents and brokerage firms her involvement in preparing legal opinion letters concerning the sale of certain microcap… Read More
Category: Blog Posts Tags: Diane Dalmy, Diane Dalmy attorney, Diane Dalmy lawyer, fraud, Hartford Courant, lawyer, legal opinions, Michael Woodford, Microcap Action, Microcap Investor, microcap securities, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, russell, scheme, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, 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, Securities Fraud, Securities Law Defense, woodford
A California man, Guy Scott Griffithe, and a Washington state man, Robert William Russell, were charged on Tuesday, January 21, 2020, by the Securities and Exchange Commission (SEC) for defrauding investors by selling them shares of one company,… Read More
Category: Blog Posts Tags: Cannabis, Cannabis Company, CBD Company, CBD Stock, enforcement, fraud, griffithe, investments, license, marijuana, Microcap Action, Microcap Investor, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, regulation, russell, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Securities Fraud, Securities Law Defense, Sonya Russell
On Wednesday, January 15, 2020, the Chicago Sun Times reported “A federal judge has frozen the assets of Kenneth Courtright, an Illinois man and the company he ran under the name “The Income Store” after the U.S. Securities and Exchange Commission (SEC) accused him of a “Ponzi-like scheme” that raised $75 million.” This man is named Kenneth Courtright. He founded the company and is the current chairman. Courtright was using the money from his company to overpay his mortgage and pay tuition for his kids’ private school. The Income Store is officially known as Todays Growth Consultant, Inc. (TGC).
Category: Blog Posts Tags: Asset Freeze, illinois, investors, Kenneth Courtright, Microcap Action, Microcap Investor, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Bar, Penny Stock Investor, Penny Stock Issuer, ponzi scheme, SEC Action, SEC Administrative Proceeding, SEC Asset Freeze, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Securities Fraud, Securities Law Defense, TGC, tgc. sec. enforcement, the income store, Todays Growth Consultant
Offering integration can become a problem for some issuers conducting Regulation A+ (also known as Reg A) offerings. The Reg A offering integration rules prevent companies from improperly avoiding SEC registration by dividing a single securities offering into multiple securities offerings to take advantage of Securities Act exemptions that would not be available for the combined offering.
Category: Blog Posts Tags: Reg A, Reg A Offering, Regulation A, Regulation A LawyerOffering integration, Regulation A Offering Integration, Rule 506, Rule 506(b), Rule 506(c), Rule Offering, SEC Registration, Securities Act, Securities Offering, Securities Offering Integration
Rule 504 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) allows an issuer to raise capital of up to $5,000,000 in a 12-month. Rule 504 allows sales to both accredited and non-accredited… Read More
Category: Blog Posts Tags: Non-Accredited Investor, Private Placement Memorandum, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506, SEC Reporting Requirements
The New York Post reported on Friday, January 17, 2020, “A convicted hedge-fund swindler assumed a fake name and donned a disguise to lure investors into a $30 million cryptocurrency fraud in New York that spanned two years.”… Read More
Category: Blog Posts Tags: blockchain terminal, boaz manor, crypto, Cryptocurrency Fraud, eileen prado, enforcement, fraud, ICO, SEC, SEC Action SEC Litigation SEC Defendant SEC Lawyer SEC Injunction SEC Claim SEC Allegation SEC Order SEC Administrative Proceeding SEC Attorney SEC Charges SEC Judgement, shaun macdonald
Once you publicly file your Form 1-A offering statement, the solicitation materials must be followed by a current preliminary offering circular or include a declaration that notifies potential investors where and how the most current preliminary offering circular may be found. This condition can be satisfied by adding the URL where the preliminary offering circular is located on the internet.
Category: Blog Posts Tags: Form 1-A, Form 1-A Offering Circular, Form 1-A. Form 1-A offering circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA; Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, pre-filing solicitation materials, Regulation 1-SA, Regulation A, Regulation A Filings, Regulation A Form 1-k, Regulation A Offering, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation CF, Regulation Crowdfunding, SEC Registration, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Securities Act, Securities Offering, Semi-annual reports on Form 1-SA, test the waters, testing the waters
The SEC and Section 17(b) Stock Promotion In the over-the-counter equities market, paid stock promotion has long been of concern to the Securities and Exchange Commission (“SEC”) and to responsible market participants. Recently the OTC Markets has taken… Read More
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The Securities and Exchange Commission (SEC) wants to improve the regulation surrounding market data plans. They are seeking public comment on a proposed order that would modernize the governance of National Market System (NMS). According to Wikipedia, “The National… Read More
Form S-1 registration statements is the most commonly used registration statement form. Form S-1 permits issuers to register various types of offerings and the form can be used by both public and private companies engaged in going public transactions. A Form… Read More
Category: Blog Posts Tags: Confidential Registration Statement, Confidential Submission, Emerging Growth Company, Form 10, Form 10 Registration, Form 10 Registration Statement, Form F-1, 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 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 statement filing, 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 Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, securities offerings
On December 30, 2019, just before the start of the new year, the Securities and Exchange Commission (SEC) “announced that it is proposing amendments to codify certain staff consultations and modernize certain aspects of its auditor independence framework.”… Read More
In recent years, the SEC has issued trading suspensions and revoked the registration of numerous publicly traded companies many of which were dormant tickers at one time. These SEC enforcement proceedings were brought under Section 12(j) of… Read More
A Form 10 registration status can cure public shell company status and has been used by many companies after reverse mergers. Rule 144 is available to shareholders of former shell companies if:
Category: Blog Posts Tags: Class of Securities, Confidential Registration Statement, Confidential Submission, Direct Public Listing, Direct Public Offering, DPO, Emerging Growth Company, Exchange Act, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Going Public, Form 10 Lawyer, Form 10 Lawyers, Form 10 Registration, Form 10 Registration Statement, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 8-A, Form 8-A registration statement, Form 8-K, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Direct, going public transactions, Register Securities, Registration Statement, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings
Private placement offerings under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (“Securities Act”) are a cost-effective and relatively quick way for private companies to raise capital before, during, and after a going public transaction.
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Form D, Form D Lawyer, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Direct, going public transactions, Notice of Sales, Offering Lawyer, Offering Memorandum Lawyer, PPM, PPM Lawyer, Private Placement, Private Placement Lawyer, Register Securities, Registration Statement, Regulation D, Regulation D Attorney, Regulation D Attorneys, Regulation D Capital Raise, Regulation D Form D, Regulation D Funding, Regulation D Law Firm, Regulation D Lawyer, Regulation D Lawyers, Regulation D Offering, Regulation D Requirements, Regulation Form D, Regulation Form D Attorney, Regulation Form D attorneys, Regulation Form D Lawyers, Regulation Form D Offering, Regulation Form D Reporting, Regulation Form D Requirements, Regulation Form D SEC Reporting, Regulation Form D Securities Offering, Rule 504, Rule 504 lawyer, Rule 506, Rule 506 (b), Rule 506 Lawyer, Rule 506-c, Rule 506-c Lawyer, Rule 506(b), Rule 506(c), SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), SECTION 4(A)6, Securities Exchange Act, Securities Offering Lawyer, securities offerings Accredited Investor
There are two offering tiers, Tier 1 and Tier 2 in Regulation A+ and each is treated differently under both SEC and State Blue Sky laws.
Category: Blog Posts, Going Public Tags: Blue Sky, Form D, Going Public, Manual Exemption, NASAA coordinated review program, nasdaq, NSMIA, nyse, OTC Markets, OTC Markets Issuer, Regulation A, Regulation A Lawyer, Regulation A Offering, Regulation A Resales, Regulation A Secondary Sales, Regulation A Tier 2, Regulation D State Law, Resale, SEC Exemption, SEC Registration, SEC Registration Statement, Secondary Sales, secondary trading, Securities Offering, State Blue Sky, Tier 2
On December 19, 2019, the Securities and Exchange Commission (SEC) charged Sacramento, California-based investment adviser firm Springer Investment Management, Inc. dba Springer Financial Advisors (SFA) and owner Keith Springer with defrauding hundreds of retail clients, most of them… Read More
1. Overview of the Regulation A+ Exemption On March 25, 2015, the Securities and Exchange Commission (the “SEC”) created Regulation A+ by adopting final rules to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act by… Read More
Category: Blog Posts Tags: Accredited Crowdfunding, Accredited Investor, attorney, Crowdfunding, Crowdfunding Exemption, Going Public, Kickstarter, lawyer, Michael Williams, offerings, Regulation A, Regulation CF, Regulation Crowdfunding, Rule 506, Rule 506-c, Rule 506(c), SEC, SEC Registration, SEC Reporting Requirements, securities, Securities Offering, tier 1, Tier 2
Edward Espinal, a 44-year-old from Wayne, New Jersey, and his company, Cash Flow Partners LLC, were charged by the Securities and Exchange Commission (SEC) on December 19, 2019, for perpetrating a Ponzi Scheme that mainly targeted members of… Read More
Category: Blog Posts Tags: Cash Flow, cash flow partners, Edward Espinal, Exchange Act, investor, Microcap Action, Microcap Investor, Microcap Stock, new jersey, OTC Markets, Penny Stock, Penny Stock Action, Penny Stock Bar, Penny Stock Bars, Penny Stock Fraud, Penny Stock Issuer, ponzi scheme, Rule 10b-5, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Case, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Investigation, SEC Judgment, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, SEC Penny Stock Bar, SEC regulation, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense
Form S-1 registration statements provide issuers with flexibility in going public transactions. A registration statement on Form S-1 can be used to register specific securities for a company to sell to investors and specific shares for the company’s… Read More
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A Private Placement Memorandum is sometimes referred to as a confidential offering circular or an offering memorandum. A Private Placement Memorandum can be used by private companies who intend to stay private and as part of a going public transaction.
Category: Blog Posts Tags: Accredited Investor, Confidential Offering Circular, Form D, Offering Exemption, Offering Memorandum, Private Placement, Private Placement Memorandum, Regulation D, Rule 506, Rule 506(b), Rule 506(c), SEC Exemption, SEC Registration, SEC Registration Statement, SEC Registration Statements, Section 4(a)(2)
The Securities Act of 1933, as amended (the “Securities Act”) is often referred to as the “truth in securities” law. The Securities Act requires disclosure of financial and other material information about securities that are being offered for… Read More
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Seed Capital and the Friends and Family Round Many small companies seeking to raise funds for their business raise initial seed capital from friends and family. Even when raising funds in a friends and family round, federal securities… Read More
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On January 22, 2020, the Securities and Exchange Commission (“SEC”) announced two whistleblower awards in connection with two separate SEC enforcement actions. Both whistleblowers provided significant information that helped the SEC shut down two separate fraudulent schemes involving… Read More
Category: Blog Posts Tags: dodd-frank, Penny Stock, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Whistleblower, Securities Fraud, Securities Law Defense
Due to longstanding internal control failures, MetLife has agreed to pay $10 million to settle the charge that was brought forward by the Securities and Exchange Commission (SEC). According to Reuters, which reported on the news, “The settlement… Read More
Bluefin Trading LLC and Critical Trading LLC were charged by the Securities and Exchange Commission (SEC) on December 18, 2019, for violating what is known as the “short tender rule” and “enriching themselves at the expense of other… Read More
Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction. Form S-3 provides an opportunity not available by any other SEC form.
Category: Blog Posts Tags: Class of Securities, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Form 8-A, Form 8-A registration statement, Form 8-K, Form S-1, Form S-1. Registration Statement, Form S-3, Form S-3 Attorney, Form S-3 Attorneys, Form S-3 Disclosures, Form S-3 Effective, Form S-3 Eligibility, Form S-3 Going Public, Form S-3 Lawyer, Form S-3 Lawyers, Form S-3 Registration, Form S-3 Registration Statement, Form S-3 Shell, Form S-3 Shell Company, Form S-3-K, Form S-3-Q, Go Public, Go Public Direct, Register Securities, Registration Statement, requirements, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirements, Securities Exchange Act
Blockchain technology company Blockchain of Things Inc. (BCOT) settled charges brought against them by the Securities and Exchange Commission (SEC) on December 18, 2019, for conducting an unregistered initial coin offering (ICO). The New York-based startup Blockchain of… Read More
Category: Blog Posts Tags: bcot, blockchain of things, crypto, enforcement, Exchange Act, ICO, ICO Fraud, ICO Offering, ICO Scam, investor, Microcap Action, Microcap Investor, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Action, Penny Stock Bar, Penny Stock Bars, Penny Stock Fraud, Penny Stock Issuer, ponzi scheme, Rule 10b-5, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Case, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Investigation, SEC Judgment, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, SEC Penny Stock Bar, SEC regulation, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, securities, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense, unregistered
On December 18, 2019, the Securities and Exchange Commission made an announcement that could be a very big deal for many companies that want to go public to raise money. This announcement was a proposal that shows that… Read More
Confidential registration statements are often filed on Form S-1 as part of a going public transaction.
Category: Blog Posts Tags: Confidential Registration, Confidential Registration Statement, Confidential Submission, Emerging Growth Company, Form 10, Form 10 Registration, Form 10 Registration Statement, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, going public transactions, SEC Registration Statement, SEC Reporting Requirements, securities offerings
The Boston and New York SEC and DOJ Charge Ulrik Debo and Kenneth Ciapal and Others The Securities and Exchange Commission (SEC) and the Department of Justice (DOJ} charged Ulrik Debo, Kenneth Ciapala, Kenneth Ciapala, and a number… Read More
Category: Blog Posts Tags: Anthony Killarney, Blacklight, Capital, Chaîne des Rôtisseurs, Christopher Lee McKnight, Ciapala, doj, Huffington Capital Corp, Kenneth Ciapala, Matveev Anton, ndrew Dale Wise, Rajesh Taneja, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Injunction, SEC Judgment, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, Steve Bajic, Taneja, The Moskowitze Report, Ulrik Debo, Wynford
SEC Proposes Improvements to Governance of National Market System
The Securities and Exchange Commission (SEC) wants to improve the regulation surrounding market data plans. They are seeking public comment on a proposed order that would modernize the governance of National Market System (NMS). According to Wikipedia, “The National… Read More
Category: Blog Posts Tags: comment, data, enforcement, investors, national market system, nms, proposal, SEC, trading