Regulation A, also known as Regulation A+, provides investors with more investment choices and issuers with more capital raising options during their going public transactions. The rules adopting Regulation A+ are mandated by Title IV of the Jumpstart… Read More
Rule 506(b) Offerings – Regulation D Offerings Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts from SEC registration, transactions by an issuer not involving a public offering. Rule 506(b) of Regulation D of… Read More
Regulation A provides an exemption from registration that can be used in combination with a Rule 506 private placement, a direct public offering and/or initial public offering by a private company or company seeking to go public. Since Regulation A was… Read More
Securities Lawyer 101 Blog Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”) exempts the offer and sale of securities in certain exchange transactions from the registration statement requirements. In SEC Legal Bulletin 3A, the Securities and… Read More
Issuers can advertise their securities offerings under Rule 506(c) of Regulation D. Upon its implementation in 2013, Rule 506(c) removed the 80-year prohibition against the general solicitation and advertising of private placements.
Regulation A, also known as Regulation A +, provides an exemption from registration for sales of up to $50 million in a 12 month period. The exemption provided by Regulation A + offers numerous benefits to issuers seeking… Read More
In April of this year, NASDAQ submitted a proposal related to the Regulation A Offering Exemption which would require any Company listing on NASDAQ in connection with an offering under Tier 2 of Regulation A.
The SEC has updated its PAUSE list (Public Alert: Unregistered Soliciting Entities), “adding 23 soliciting entities, two impersonators of genuine firms, and 12 bogus regulators.” This is a great resource for investors, as it will help you to… Read More
The object of the new proposed changes to Rule 15c2-11 is the same as it was in 1998 and 1999: to cut back on penny stock fraud, which may now be even more rampant than it was 20 years ago.
In addition to their new rule allowing companies to “test the water“, the SEC has announced another new rule regarding Exchange-Traded Funds (ETFs). The SEC says they are modernizing the regulation of ETFs “by establishing a clear and… Read More
After the election of 2016, a lot was made of “fake news” and Facebook’s role in spreading it. Part of this large controversy involved the consulting firm Cambridge Analytica, which was run by Steve Bannon. Cambridge Analytica used… Read More
The popular messaging app Kik raised over $100 million in 2017 in its Initial Coin Offering (ICO). Then, in June of 2019, the SEC sued them because they did not register the offering, as required by United States… Read More
Jan Atlas, a 74-year old attorney based in Ft. Lauderdale was charged on September 17, 2019, with “one count of securities fraud, in violation of Title 15, United States Code, Sections 77q(a) and 77x, in Case No. 19CR60258. … Read More
According to Forbes, Bill Hinman partook in a fireside chat at Cardozo Law School this week, where he “covered a range of topics related to the regulation of digital securities.” Hinman told Cardozo that the SEC continues to… Read More
Form 10-K requires, item by item, disclosures by referring to specific item numbers of Regulation S-K and Regulation S-X. Sarbanes-Oxley Act requires that Chief Executive Officers and Chief Financial certify as to the accuracy of certain Form 10-K disclosures. In 2008, the Securities and Exchange Commission (the “SEC”) exempted Smaller Reporting Companies from complying with various regulations that the SEC determines would be unduly burdensome or costly for these issuers. Despite, the SEC’s attempt to reduce the burden of SEC reporting for small companies, many issues find compliance costly and time consuming. Form 10-K can be found on the SEC’s website here .
adopted a system of disclosure rules for issuers who fall into the category of a smaller reporting company. The “smaller reporting company” category includes generally, companies that enter the SEC reporting system with less than $75 million in common equity public float.
Securities Lawyer 101 Form S-1 registration statements are the most commonly used registration statement form. It allows issuers to register various types of offerings and the form can be used by both public and private companies engaged in going… Read More
The SEC has just adopted Securities Act Rule 163B, which will allow all issuers to “gauge market interest in a possible initial public offering or other registered securities offering through discussions with certain institutional investors prior to, or… Read More
Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act that registers a class of an issuer’s securities. Form 8-A allows short form disclosures.
Form S-1 requires the registrant to provide specific selling stockholder disclosures. These selling stockholder disclosure requirements in Form S-1 are set forth in Item 507 of Regulation S-K
Muneeb Ali, the founder of Blockstack PBC, released a blog post this week reporting that his company has raised $23 million in public token offerings. This is significant because Blockstack PBC was the first crypto company to gain… Read More
The Securities and Exchange Commission (“SEC”), the U.S. Attorney for the District of Massachusetts, and the Federal Bureau of Investigation have announced charges against five individuals, who the authorities allege attempted to manipulate shares of Boston-based Amogear Inc. A… Read More
Starbucks’ stock fell today after news broke that the Securities and Exchange Commission sent a letter questioning the way that Starbucks recognizes its revenue. New accounting guidelines were implemented at the end of 2018 that is affecting many… Read More
Form 10 and 8-A can be used to register both debt and equity securities. Upon effectiveness, the issuer becomes subject to SEC reporting requirements. This is different from a Securities Act registration, in which a company registers a certain number of a class of securities (debt or equity) for a particular public distribution.
According to CNBC, the FDA has slammed vaping company Juul for illegal marketing practices and is threatening fines and seizures against the company. Juul has been claiming that its vapes/e-cigarettes are healthy alternatives to cigarettes, but it turns… Read More
Martin Shkreli, who gained infamy in 2015 for buying the drug Daraprim, an antiparasite that costs pennies to make, and raising its price to $750 per pill, then later doing all sorts of crazy things, is back at… Read More
Once the SEC staff declares your company’s Securities Act registration statement on Form S-1 effective, the public company becomes subject to the SEC’s reporting requirements .
Our Comment to the SEC Regarding Rule 211 (15c2-11) – Sponsoring Market Makers
Posted onBlue Sky, Form 211, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Rule 15c2-11, SEC Reporting, SEC Reporting Requirements.
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