Finra’s Role in IPOs for Nasdaq and NYSE Listings

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

A Beginner’s Guide to Listing on the OTCID Basic Market

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

Understanding Form S-3: A Guide to Securities Registration

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.

Terminating SEC Reporting Obligations in Abandoned IPOs

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

Navigating SEC Reporting: Suspension and Voluntary Filer Status Explained

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

What Is Form S-8? A Comprehensive Guide for SEC Registrants

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

Alien Explains SEC Dealer Rule and Toxic Lending

SEC Staff Gears Up to Absorb PCAOB Duties if It’s Abolished

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.

What is an Affiliate under SEC Rules?

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.

Nasdaq Initial Listing Guide: Capital Market Standards (2025)

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,

SEC Dealer Rule Collapse: Impact on Toxic Lenders & OTC Penny Stocks

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.

SEC Form 8-K Current Reports – SEC Reporting Requirements

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

FINRA Corporate Action Requests

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

Understanding IPOs

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

Ronald Bauer Sentenced To 20 Months For Pump-And-Dump Scheme

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.

Risk Factors and Other Hot Topics for Public Companies to Consider in 2025

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

SEC Axes NYSE and NASDAQ Diversity and Climate Change Disclosures

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

When is a NYSE and NASDAQ Director independent? Independent Director Compliance

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)).

SEC Provides Rule 506(c) Guidance for Accredited Investor Verification

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

Accell Audit & Compliance, P.A. Permanently Revoked by the PCAOB

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

The SEC retreats on its view of Crypto Assets as Securities

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

OTC Markets OTC Pink Current Reports – Material Corporate Events

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

Roadmap for a Successful Direct Public Offering

Preparing for a direct public offering or an initial public offering (“IPO”) or takes both a commitment of time and money.  Unlike an Initial Public Offering, a direct public offering does not involve an underwriter.  While it often takes a year or longer to plan for and complete an IPO, a direct public offering can be completed in as little as 90 days, using Form S-1. Unlike a Form 10 registration statement,  Form S-1 will create unrestricted securities.

Going Public and Direct Public Offerings Provide Benefits in 2025

Going public is still considered a benefit to issuers seeking to raise capital or obtain recognition of their business. Even in a down economy, private companies seek the perceived benefits of being publicly traded.   While there are a variety… Read More

Whistleblower Frequently Asked Questions

The Whistleblower Program was created by Congress to provide monetary incentives for individuals to come forward and report possible violations of the federal securities laws to the SEC. Under the program, eligible whistleblowers are entitled to an award between 10 and 30% of the monetary sanctions collected in actions brought by the SEC and related actions brought by certain other regulatory and law enforcement authorities.

Reverse Stock Splits by Nasdaq and NYSE Issuers

Public Companies whose securities are listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (NASDAQ), particularly the NASDAQ Capital Market, frequently effect reverse stock splits to comply with NASDAQ and NYSE’s minimum $1.00 share price… Read More

SEC Settles with Morningview Financial, LLC and Its Managing Member, Miles M. Riccio, Alleged to Have Acted as Unregistered Dealers

On December 23, 2024, the United States District Court for the Southern District of New York entered final judgments on consent against Defendant Morningview Financial, LLC, a company alleged to have acted as an unregistered dealer; Defendant Miles… Read More

SEC Enforcement Actions and Regulatory Evolution 2019–2025

A Comprehensive Review of Trends, Cases, and Compliance Takeaways

Prepared by Hamilton & Associates Law Group, P.A. — Securities Lawyer 101. This publication is for informational purposes only and does not constitute legal advice.

Pink Current will become OTCID on July 1, 2025

Over the past 25 years, the OTC Markets Group (OTCQX: OTCM) has made many changes to modernize the OTC Markets platform. This platform facilitates trading in over 12,000 securities, totaling hundreds of billions of dollars in transactions each… Read More

What Are American Depositary Receipts (“ADRs”)?

Many foreign companies use American Depositary Receipts (“ADRs”) as a means of going public to raise capital or establish a trading presence in the United States. ADRs are traded on exchanges like NASDAQ or NYSE as well as… Read More