For foreign private issuers (FPIs) listed in the United States, staying compliant with U.S. Securities and Exchange Commission (SEC) regulations is a critical task. Among the various reporting obligations, Form 6-K stands out as a key mechanism for… Read More
Listing on Nasdaq is a major milestone for companies aiming to go public, offering access to global capital markets and increased visibility. However, the process is complex, requiring careful preparation and compliance with strict regulatory standards. This guide… Read More
The NASDAQ listing process involves several steps and requirements for companies seeking to list their securities on one of NASDAQ’s three market tiers: the NASDAQ Capital Market, NASDAQ Global Market, or NASDAQ Global Select Market. Companies going public… Read More
Public companies that are foreign private issuers listed on the Nasdaq Stock Exchange are subject to specific corporate governance requirements, which are less stringent than those applied to U.S.-based issuers. These issuers may adhere to their home country’s… Read More
Social media has transformed the way information spreads, connecting billions of users instantly. While this connectivity fosters communication and engagement, it also creates fertile ground for market manipulation. Social media platforms, with their vast reach and rapid dissemination,… Read More
In the age of social media, financial influencers, or “finfluencers,” have become powerful voices in shaping investment decisions. With large followings on platforms like TikTok, Instagram, YouTube, and X, finfluencers offer financial advice, promote investment products, and share… Read More
In recent months, Nasdaq Stock Market LLC (“Nasdaq”) diversity rules and Securities and Exchange Commission (“SEC”) climate disclosures for public companies have been struck down. On December 11, 2024, the Court of Appeals for the Fifth Circuit struck down… Read More
On July 1, 2025, the Securities and Exchange Commission (“SEC“) charged William A. Justice, Brian D. Shibley, and Randell R. Torno, each a former Chief Executive Officer (“CEO”) of a penny-stock public company, and Keith A. Rosenbaum, a… Read More
Launching an Initial Public Offering (IPO) on the Nasdaq or NYSE is a significant milestone for companies aiming to access public capital markets. These prestigious exchanges offer visibility, liquidity, and credibility, but the process involves stringent regulatory oversight…. Read More
On July 1, 2025, OTC Markets introduced the OTCID Basic Market, replacing the OTC Pink Market. This new platform offers a streamlined way for both public and private companies looking to go public to trade their securities while… Read More
Form S-3 is a concise filing option that enables issuers to register a range of securities, such as common and preferred stocks, debt instruments, options, warrants, and guarantees. It supports both primary offerings (where the issuer sells its securities directly) and secondary offerings (where existing securities are resold by holders other than the issuer). The form accommodates immediate, future, or ongoing sales of securities, providing flexibility for issuers.
An Initial Public Offering (IPO) represents a significant milestone for companies seeking to go public, particularly for smaller issuers targeting listings on exchanges such as the NASDAQ Capital Market or NYSE American. However, not all IPOs are successful,… Read More
When a public company is registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, it must file periodic reports like Forms 10-K, 10-Q, and 8-K with the Securities and Exchange Commission… Read More
Registration of securities on Form S-8 is a short-form registration statement under the Securities Act of 1933, as amended, providing significant benefits to small issuers. Form S-8 is available to register securities offered to employees and consultants under benefit plans… Read More
The Securities and Exchange Commission (SEC) is mapping out plans to take over the functions of the Public Company Accounting Oversight Board (PCAOB) should Congress eliminate the board through a budget reconciliation bill.
Assessing affiliate status is a nuanced but crucial exercise for public companies, affecting everything from Rule 144 sales to registration eligibility and filing obligations. Misclassifying a shareholder as a non-affiliate can expose the company to underwriter liabilities, increased regulatory scrutiny, and compliance missteps.
The Nasdaq Capital Market is a top choice for early-stage companies aiming to access public capital. Listing on the Nasdaq Capital Market isn’t just about prestige; it’s a strategic move to raise funds for growth, innovation, and expansion. Read our full guide for getting listed on the Nasdaq Capital Market,
Learn how the SEC’s Dealer Rule targeted toxic lenders in penny stock markets — and why its defeat means ongoing risks for OTC issuers reliant on convertible notes and death-spiral financing.
A Form 8-K is a current report that public companies must file with the Securities and Exchange Commission (“SEC”) to report material events that could impact investors and the company’s stock price. The information required by Form 8-K… Read More
The Financial Industry Regulatory Authority (FINRA) oversees the processing of corporate action requests for companies trading in the over-the-counter (OTC) markets under Rule 6490. Corporate actions include name and symbol changes, stock splits, dividends, mergers, acquisitions, and domicile changes, all of which must be submitted through FINRA’s Corporate Actions Management Platform at gateway.finra.org
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Issuers must provide detailed documentation such as articles of amendment, board resolutions, shareholder consents, CUSIP confirmations, transfer-agent verifications, and a complete corporate history. FINRA reviews each submission, may request additional information, and publishes approved actions on its Daily List, which announces changes effective on the next trading day.
Because incomplete or inconsistent filings can result in processing delays or rejections, companies are encouraged to engage experienced securities counsel. Hamilton & Associates Law Group, P.A., based in Boca Raton, Florida, assists issuers in preparing and submitting FINRA corporate action
An “IPO” is the initial public offering by a company of its securities. In an IPO, the company offers and sells stock, most often its common stock, through an underwriter. When a company cannot locate an underwriter, it… Read More
On March 20, 2025, the United States Attorney for the Southern District of New York announced that RONALD BAUER was sentenced to 20 months in prison for manipulating seven different stocks in a “pump-and-dump” scheme designed to fraudulently inflate the value of BAUER’s own shares in those companies.
Each year, as companies prepare to draft their year-end Annual Reports on Form 10-K, changes in rules, regulations, and disclosure trends, along with new laws and executive orders from the current presidential administration, can add complexity and uncertainty…. Read More
In recent months, Nasdaq Stock Market LLC (“Nasdaq”) diversity rules and Securities and Exchange Commission (“SEC”) climate disclosures for public companies have been struck down. On December 11, 2024, the Court of Appeals for the Fifth Circuit struck down… Read More
NYSE and Nasdaq require that independent directors not hold management positions at the public company, its parents or subsidiaries. Additionally, former executives are not considered independent for 3 years after their departures. Other NYSE and Nasdaq rules require independent directors not to be significantly dependent on the company financially. The NYSE Listed Company Manual warns that boards making independence determinations should “broadly consider all relevant facts and circumstances” (Commentary to Section 303A.02(a)).
On March 12, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance issued a no-action letter providing SEC guidance as to Rule 506(c) of Regulation D of the Securities Act of 1933 (the “Securities Act”). The… Read More
On March 11, 2025, the Public Company Accounting Oversight Board (“PCAOB”) issued an Order Instituting Disciplinary Proceedings, Making Findings, and Imposing Sanctions, permanently revoking the registration of Accell Audit & Compliance, P.A. (“Accell”). The PCAOB is a nonprofit… Read More
As expected, under the new Trump administration, the Securities and Exchange Commission (the “SEC“) has reversed course on its approach to crypto enforcement. Donald Trump became a very strong supporter of digital assets and cryptocurrencies during his presidential… Read More
In addition to the OTC Markets requirement that public companies on the OTC Pink Market file annual and quarterly reports, all companies on the OTC Pink Market are required to promptly disclose to the public any news or… Read More
Understanding IPOs
Posted onAn “IPO” is the initial public offering by a company of its securities. In an IPO, the company offers and sells stock, most often its common stock, through an underwriter. When a company cannot locate an underwriter, it… Read More
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