Going Public Using a Form S-1- 2018 Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”). When a Form S-1 Registration Statement is… Read More
Category: Blog Posts Tags: Class of Securities, Direct Listing, Direct Listing Requirements, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, FINRA, Foreign Company, Foreign Issuer, Foreign Private Issuer, 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 10-Q Periodic Report, Form 8-A, Form 8-A registration statement, Form 8-K, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital Raise, Form S-1 filing requirements, 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 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 Direct, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, nasdaq, nyse, Periodic Reporting, Prospectus, Prospectus Requirements, Public Company, Public Company Reporting Requirements, Register Securities, Registration Statement, Regulation S-K, S-1 Going Public, SEC Periodic Reporting, SEC Quiet Period, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 16, Securities Act, Securities Attorney, Securities Exchange Act, Securities Exchange Act of 1934, Securities Lawyer
The OTC Markets created the OTCQB Venture Market early-stage and developing U.S. and international companies. To be eligible for quotation on the OTCQB Venture Market, companies must be current in their reporting obligations, have a minimum bid price… Read More
Category: Blog Posts Tags: Alternative Reporting, Alternative Reporting Requirements, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, DPO, Exchange Act, Form 1-A, Form 1-K, Form 1-SA, Form 1-Z, Form 211, Form S-1, Form S-1 Attorney, Form S-1 Lawyer, Form SEC, Go Public Direct, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, IPO, Market Maker, OTC Link, OTC Link Lawyer, OTC Markets, OTC Markets Alternative Reporting, OTC Markets and Sponsoring Market Maker, OTC Markets Attorney, OTC Markets Group, OTC Markets Lawyer, OTC Markets Lawyers, OTC Markets Link, OTC Markets Market Maker, OTC Markets OTC Pink, OTC Markets OTCAX, OTC Markets OTCQB, OTC Markets OTCQX, OTC Markets Sponsoring Market Maker, OTC Pink, OTC PINK Lawyer, OTC Pink Market, OTC Pink Market lawyer, OTCQB, OTCQB Attorney, OTCQX, OTCQX Attorney, OTCQX Sponsor, OTCQX Sponsor Attorney, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Rule 15c2-11, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act
FINRA & Penny Stocks When the subject of penny stock enforcement actions arises, most people think first of the Securities and Exchange Commission (SEC), or erroneously, of OTC Markets Group (OTCM). The SEC has ultimate authority to deal with… Read More
Category: Blog Posts Tags: 15c-211, Dilution, dodd-frank, Expert Market, FINRA Halt, FINRA Processing, FINRA Rule 6490, Forward Split, Forward Stock Split, fraud, Investor Loss, Investor Victims, MULN, nasdaq, nyse, Officer Director Bar, OTC Markets, OTC Pink, OTCQB, Penny Stock, Penny Stock Bar, penny stock scam, penny stock scheme, penny stock sting, ponzi scheme, Public Company, reverse split, reverse stock split, Sarbanes-Oxley, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC enforcement action, SEC Fraud, SEC Halt, SEC Injunction, SEC Investigation, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting Requirements, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Suspension, SEC Whistleblower, Section 17(b), Section 5 violation, Securities Act, Securities Act Section 17(b), Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, Securities Lawyer, Shell Company, SPAC, stock manipulation, Stock Scalping, stock scheme, Stock Split, Toxic Lender, trading suspension, Transfer Agent, Unregistered broker-dealer, Unregistered Dealer, Wells Notice, zombie ticker
Issuers utilizing Regulation A+ are permitted to test the waters with all potential investors and use solicitation materials both before and after the offering statement is filed, subject to issuer compliance with the rules on filing and disclaimers. … Read More
Category: Blog Posts Tags: Direct Listing, 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, Go Public, Go Public Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, OTC Markets, Prospectus, Prospectus Requirements, Regulation 1-SA, Regulation A, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation S-K, SEC Registration, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Securities Act, Securities Act of 1933, Securities Offering, Selling Stockholder Requirements, Semi-annual reports on Form 1-SA, tier 1, Tier 2
Regulation A+ expands existing Regulation A. Existing Regulation A provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction allowing the issuer to avoid the risks… Read More
Category: Blog Posts Tags: 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, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, initial public offering, investors, IPO, jobs act, OTC Markets Attorney, OTC Markets Lawyer, Penny Stock Attorney, Penny Stock Lawyer, Pot Stocks, Prospectus, Prospectus Requirements, Raise Capital, Raise Money, Reg A, Register Securities, Registration Statement, 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 A Tier 2, Regulation A to Go Public
According to the The Securities and Exchange Commission (“SEC”), Woojae “Steve” Jung, an investment banker at Goldman Sachs, used confidential client information to trade in the securities of 12 different companies prior to the announcement of market-changing events…. Read More
Category: Blog Posts Tags: County, dodd-frank, FBI sting, FBI Undercover, FINRA Halt, fraud, insider trading, Investor Loss, Investor Victims, nasdaq, nyse, Officer Director Bar, OTC Markets, Penny Stock, Penny Stock Bar, penny stock scam, penny stock scheme, penny stock sting, ponzi scheme, pump and dump, Sarbanes-Oxley, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Halt, SEC Injunction, SEC Investigation, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting Requirements, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Suspension, Section 17(b), Section 5 violation, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, Securities Lawyer, SPAC, Steve Jung, stock manipulation, stock scheme, trading suspension, Unregistered Dealer, Wells Notice, Woojae “Steve” Jung
On May 30, 2018, the Securities and Exchange Commission (“SEC”) charged a former Long Island registered representative with defrauding long-standing brokerage customers in an $8 million investment scam. According to the SEC, Steven Pagartanis, who was an associate with… Read More
Category: Blog Posts Tags: County, dodd-frank, FBI sting, FBI Undercover, FINRA Halt, fraud, insider trading, Investor Loss, Investor Victims, nasdaq, nyse, Officer Director Bar, OTC Markets, Penny Stock, Penny Stock Bar, penny stock scam, penny stock scheme, penny stock sting, ponzi scheme, pump and dump, Sarbanes-Oxley, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Halt, SEC Injunction, SEC Investigation, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting Requirements, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Suspension, Section 17(b), Section 5 violation, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, Securities Lawyer, SPAC, Steven Pagartanis, stock manipulation, stock scheme, trading suspension, Unregistered Dealer, Wells Notice
Going public using Form S-1 or Form 1-A allows issuers to chose from a variety of offering structures. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 or Form 1-A of Regulation in connection with their… Read More
Category: Blog Posts Tags: Form orm S-1, 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 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, 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 Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements
On May 16th, 2018, the Securities and Exchange Commission (“SEC”) charged three former executives for Constellation Healthcare Technologies Inc. (Constellation), a Houston- based company, who falsified financial and other information they provided to a private firm while negotiating… Read More
On May 16, 2018, the Securities and Exchange Commission (“SEC”) charged Chardan Capital Markets LLC (Chardan Capital) and Industrial and Commercial Bank of China Financial Services LLC (ICBCFS), a New York City based brokerage firm, alleging the report… Read More
On April 4, 2018, the Securities and Exchange Commission (“SEC”) charged Gregory Bercowy with a fraudulent scheme to manipulate the stock price of Aureus, Inc., a penny stock company incorporated in Nevada. The SEC alleges that between August… Read More
It is routine for public companies and private companies seeking to go public to place restrictive legends (“Restrictive Legends” on the certificates representing their Restricted Stock not covered by a registration statement under the Securities Act of 1933, as amended (the… Read More
Category: Blog Posts Tags: Affiliate, attorney, control, control person, Form 144, Free Trading Securities, Legal Opinion, Legal Opinion Lawyer, Legend, Legend Removal, Legend Removal Opinion, non-affiliate, Opinion, Registration Statement, Removal, Resale, Resale of Restricted Securities, Resell Stock, Restricted Legend, Rule 144, Rule 144 Attorneys, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Rule 144 Safe Harbor, Safe Harbor, Secondary Sale Legend Removal, Section 4(1), Section 5, Securities Act, Securities Act of 1933, Securities Act Section, Securities Act Section 5, Shell Company, Stock Resale, Tradability Opinion, Transfer Agent Opinion, unregistered securities
On April 13, 2018, the Securities and Exchange Commission charged Andrew Kandelapas with making false and misleading statements in the company’s SEC filings and press releases and with manipulating the company’s stock. The SEC’s complaint against Andrew Kandalepas,… Read More
On April 17, 2018, a federal district court sentenced the John Milne to two years imprisonment for violating the conditions of his supervised release by failing to pay court-ordered disgorgement in a civil action brought by the Securities… Read More
On April 6, 2018, the Securities and Exchange Commission charged Clifton Stanley in a $2.4 million Ponzi scheme and in a related, $1.4 million offering fraud targeting retirees. The SEC’s complaint alleges that, from 2010 to 2017, Clifton… Read More
On April 11, 2018, a federal district court has ordered Christopher Lee aka Rashid Khalfani, whom the Securities and Exchange Commission charged in 2015 with pocketing money raised from investors, to pay over $3.8 million in disgorgement and… Read More
On April 5, 2018, the Securities and Exchange Commission charged Saverio Barbera with tipping his brother and father with material nonpublic information about an upcoming corporate acquisition. The SEC’s complaint, filed in the United States District Court for… Read More
On April 5, 2018, a federal district court in Richmond, Virginia has entered a final judgment against Merrill Robertson, Jr., a former football player charged by the Securities and Exchange Commission with defrauding investors, including coaches he knew from his… Read More
On April 18, 2018 the Securities and Exchange Commission charged John Jumper with stealing approximately $5.7 million from a Pennsylvania company’s pension plan. According to the SEC’s complaint filed in federal court in Memphis, Tennessee, on three separate… Read More
On September 29, 2017, the Securities and Exchange Commission charged Shane Fleming, a middleman tipper, and six traders with insider trading ahead of the announcement that the company would be purchased and taken private. In a complaint filed… Read More
On April 4, 2018, the Securities and Exchange Commission charged Michael Scronic with fraud stemming from lies to retail investors about the value of their investments in a Ponzi-like scheme. The SEC alleges that, starting in approximately 2010,… Read More
On April 4, 2018, the Securities and Exchange Commission charged Michael Liberty, the founder of the fintech startup now known as Mozido, Inc., with a fraudulent scheme to trick hundreds of investors into investing in his shell companies… Read More
On March 29, 2018, a federal district court in Connecticut granted the SEC’s motion for summary judgment as to the liability of Iftikar Ahmed alleged to have fraudulently diverted money from the venture capital funds he advised. The… Read More
On April 16, 2018, the Securities and Exchange Commission charged Amrit Chahal with orchestrating an investment scheme over several years. The SEC’s complaint alleges that, from at least February 2015, Amrit Chahal, of Fairfax, Va., used his company,… Read More
On September 28, 2017, the Securities and Exchange Commission charged William Gennity and Rocco Roveccio with making unsuitable recommendations that resulted in substantial losses to customers and hefty commissions for the brokers. One of the brokers agreed to… Read More
On April 4, 2018, Christopher Lollar has agreed to settle SEC charges that he conducted insider trading ahead of a market-moving announcement about the company’s discovery of a significant new oil source. The SEC alleges in its complaint,… Read More
The Securities and Exchange Commission (“SEC”) says it doesn’t like over-the-counter shell companies especially when reverse mergers are involved, and would like to see them gone from the marketplace. To that end, its Enforcement Division cooked up an… Read More
Category: Blog Posts Tags: 15c-211, Dilution, dodd-frank, Expert Market, FINRA Halt, FINRA Processing, FINRA Rule 6490, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Forward Split, Forward Stock Split, fraud, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, initial public offering, Investor Loss, Investor Victims, IPO, MULN, nasdaq, nyse, Officer Director Bar, OTC Markets, OTC Pink, OTCQB, Penny Stock, Penny Stock Bar, penny stock scam, penny stock scheme, penny stock sting, ponzi scheme, Prospectus, Prospectus Requirements, Public Company, public vehicle, pump and dump, Regulation S-K, Reverse Merger, reverse split, reverse stock split, Rule 144, Rule 6490, S-1, S-1 Going Public, Sarbanes-Oxley, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, SEC Award, sec bar, SEC Bounty, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC enforcement action, SEC Fraud, SEC Halt, SEC Injunction, SEC Investigation, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Suspension, SEC Whistleblower, SEC whistleblower Award, SEC whistleblower bounty, Section 17(b), Section 5 violation, Securities Act, Securities Act Section 17(b), Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, Securities Lawyer, securities offerings, Shell Company, shell hijacking, shell peddler, SPAC, stock manipulation, stock promotions, stock registration, Stock Scalping, stock scheme, Stock Split, Toxic Convertible Note, toxic debt, toxic financing, Toxic Financings, toxic funding, Toxic Lender, trading suspension, Transfer Agent, Unregistered broker-dealer, Unregistered Dealer, unregistered stock, Wells Notice, zombie ticker
The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become subject to the Securities and Exchange Commission (“SEC”) reporting … Read More
Category: Blog Posts Tags: 1933 Act, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Prospectus, Prospectus Requirements, Regulation S-K, Securities Act, Securities Act of 1933
On April 10, 2018, the U.S. District Court for the Western District of Washington entered a final judgment against Vincent Cassano for his role in a fraudulent stock promotion scheme. According to the SEC’s complaint, Lidingo Holdings, LLC hired… Read More
On March 27, 2018, the Securities and Exchange Commission (SEC) announced a settled administrative proceeding against broker-dealer J.H. Darbie & Co., Inc., and Robert Y. Rabinowitz, Darbie’s majority owner and CEO. On its surface, the suit… Read More
Category: Blog Posts Tags: Calissio Resources, dodd-frank, FBI sting, FBI Undercover, FINRA Halt, fraud, Investor Loss, Investor Victims, JH Darbie, nasdaq, nyse, Officer Director Bar, OTC Markets, Penny Stock, Penny Stock Bar, penny stock scam, penny stock scheme, penny stock sting, ponzi scheme, pump and dump, Sarbanes-Oxley, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Halt, SEC Injunction, SEC Investigation, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting Requirements, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Suspension, Section 17(b), Section 5 violation, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, Securities Lawyer, SPAC, stock manipulation, stock scheme, trading suspension, Wells Notice
