Do Blue Sky Laws Apply to Regulation A Resales and Secondary Trading?

A sometimes overlooked aspect of Regulation A+ is the impact of state blue sky laws on liquidity and resales also known as secondary sales. State blue sky laws are applicable to resales by purchasers in Regulation A Offerings and vary… Read More

SEC Charges John McAfee, Jimmy Watson, Jr with Fraudulently Touting ICOs

On October 6, 2020, the Securities and Exchange Commission (the “SEC”) charged businessman and computer programmer, John McAfee, for promoting investments in initial coin offerings (ICOs) to his Twitter followers without disclosing that he was paid to do so. McAfee’s bodyguard, Jimmy Watson, Jr., was also charged for his role in the alleged scheme.

Edward T. Kelly, Aceto Corporation Controller, Charged with Insider Trading

Edward T. Kelly, Aceto Corporation, Insider Trading, Lakewood Ranch Florida

SEC Obtains Final Judgment Against Nicholas Tornello, Hill International, Inc

On October 1, 2020, the U.S. District Court for the Eastern District of Pennsylvania entered a final consent judgment against Nicholas Tornello, a former senior accountant at Hill International, Inc.

SEC Proposes Exemptive Relief for Finders

At its October 7, 2020 open meeting, the Securities and Exchange Commission (the “SEC”) voted to propose exemptive relief for certain finders engaged in raising capital  from accredited investors. If the proposal is adopted, it would allow them to receive commissions and other transaction-based compensation without registration as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”).

SEC Amends Rule 15c2-11, Form 211 Amendments

On September 16, 2020, SEC amended Exchange Act Rule 15c2-11 and Form 211. Changes to Rule 15c2-11 were proposed last year. The OTC Markets will be impacted by the changes as will penny stock issuers on the OTCQB and OTC Pink tiers.

Can I Use an Online Portal For My Rule 506(c) Offering?

Online Platforms for Rule 506(c) Offerings The most common exemption from SEC Registration is Rule 506(c) of Regulation D which provides for two unique exemptions from SEC registration that allow the issuer to raise unlimited amounts of capital… Read More

SEC Amends Regulation S-K Item 101, 103 and 105

On August 26, 2020, the United States Securities and Exchange Commission (the “SEC”) finalized its proposed rule amending the disclosure requirements under Items 101, 103, and 105 of Regulation S-K. The revisions to Regulation S- K modernize SEC disclosure requirements and provide investors with more meaningful information about an issuer’s business, legal proceedings, and risks of an investment in the issuer’s securities. They also reduce the burden on issuers to disclose certain information that might be immaterial to the issuer’s business. Items 101, 103 and 105 have not been substantially revised for over 30 years.  Issuers conducting direct public offerings or filing registration statements on Form F-1 or S-1 should be aware of these changes.

SEC Amends Accredited Investor Definition – Rule 506 Offerings

Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).  Rule 506 contains two distinct offering exemptions.  Rule 506(b) and Rule 506(c). Rule 506 (b) provides an exemption to an unlimited number of accredited investors and up to thirty-five non-accredited investors without the use of general solicitation and advertising while Rule 506(c) allows the issuer to sell to an unlimited number of accredited investors so long as it verifies that each investors is an accredited investor.

SEC Says toxic funder John M. Fife is an Unregistered Dealer

The SEC filed an enforcement action against John Fife, an unregistered dealer and 5 companies he controlled including St. George Investments LLC and Tonaquint, Inc. According to the SEC, Fife and his companies had acted for years as securities dealers, but failed to register with the SEC and with the Financial Industry Regulatory Authority (“FINRA”) as the Securities Exchange Act of 1934 (“Exchange Act”) requires.

SEC Says Ibrahaim Almagarby and Microcap Equity Group Are Unregistered Dealers

We’ve previously written about Securities and Exchange Commission (“SEC”) enforcement actions pending against John Fierro and Justin Keener alleging unregistered dealer activity. Filed in February and March 2020 respectively, they are similar to a lawsuit the agency brought… Read More

Business Identity Theft: State of the Industry Report

As business owners, it’s important that you watch out for all of these forms of business identity theft. Your business, whether big or small, is vulnerable to all of these schemes, just by virtue of being in business.

AmTrust and Ronald E. Pipoly, Jr Charged with Faulty Loss Reserves Disclosures

On June 17th, 2020, the SEC charged international insurance company AmTrust Financial Services, Inc. and its former CFO Ronald E. Pipoly Jr. with failing to disclose material facts …

SEC Obtains Final Judgments Against Daniel Adams, Michael Flanders, Spiderworx Media LLC, and An L.A. Minute LLC

The SEC has obtained final judgments against movie director and convicted felon Daniel Adams, music producer Michael Flanders, and companies under their control for defrauding two investors in connection with financing the movie entitled An L.A. Minute.

SEC Says Toxic Financing Lender and Dilution Funder John Fierro is a Dealer Not a Trader

Dilution Funders and Dilution Financings Challenged by SEC

SEC Obtains Judgment Against Giga Entertainment, Inc. CEO Gary Nerlinger

The U.S. District Court for the Eastern District of New York entered a final judgment as to monetary relief against the former de facto CEO of Giga Entertainment Media, Inc., Gary S. Nerlinger, whom the SEC previously charged in connection with a scheme to mislead investors.

SEC Settles with Three Defendants in Boiler Room Scheme

The SEC announced that it has obtained final judgments by consent against Ronald Hardy, Anthony Vassallo, and Sergio Ramirez charged for their roles in a $10 million boiler room scheme.

SEC Reaches Settlements with Traders in Newswire Hacking and Trading Scheme

The SEC announced  that it has obtained court approval of settlements with eight defendants: Arkadiy Dubovoy, Igor Dubovoy, Southeastern Holding and Investment Company LLC, APD Developers, Inc., Leonid Momotok, Aleksandr Garkusha, Vladislav Khalupsky, and Memelland Investments Ltd, charged in connection with an international scheme to trade on hacked news releases.

What Is a Control Person? Control Securities, Resale Requirements

Sales of restricted securities by affiliates and control persons of publicly traded companies are subject to requirements not applicable to other sellers under federal securities laws. Control person and affiliate are defined by Rule 405. 

SEC Form 3, Insider Reporting Requirements

Form 3 must be filed within ten (10) calendar days after a person becomes a Section 16 insider. Form 3 is a simplified SEC form that allows insiders to report initial ownership information.

SEC Trading Suspensions Under the Securities Exchange Act

When the SEC issues a trading suspension pursuant to Section 12(k), trading in the security is halted for the period set forth in the order which is typically the full 10 days.

SEC Charges Jason C. Nielsen in Manipulative Trading Scheme Involving Covid-19 Claims

The SEC charged Jason C. Nielsen, a penny stock trader in Santa Cruz, California, with conducting a fraudulent pump-and-dump scheme in the stock of a biotechnology company by making hundreds of misleading statements in an online investment forum, including a false assertion that the company had developed an “approved” COVID-19 blood test.

SEC Enters Final Judgment Against Brandon Copeland, E.B. & Copeland Capital, Inc.

United States District Court for the Northern District of Ohio entered final consent judgments against recidivist investment adviser Brandon E. Copeland and his advisory firm, E.B. & Copeland Capital, Inc.

SEC Obtains Preliminary Injunction Against Paul Horton Smith, Sr., Northstar Communications, LLC, Planning Services, Inc. and eGate

The United States District Court for the Central District of California entered a preliminary injunction and orders freezing assets and imposing other relief against California-registered investment adviser Paul Horton Smith, Sr. and his entities in connection with a Ponzi scheme targeting senior citizens.

SEC Obtains Judgements Against Stiefel Laboratories and Charles Stiefel

The SEC announced that it has obtained final judgments that will require a former privately held dermatology products manufacturer, Stiefel Laboratories, and its former chairman and CEO, Charles Stiefel to pay $37 million for the benefit of shareholders whom they defrauded through share buybacks that were improperly undervalued.

Is My Toxic Lender and Dilution Funder a Dealer? – SEC Toxic Financing Actions

Dilution Funders have been charged by the SEC as unregistered dealers in violation of the Securities Exchange Act. Justin Keener and his company, JMJ Financial and John Fierro and his company, JDF Capital, Inc. are…

SEC Freezes Assets Against Daniel Putnam, Jean Paul Rico, and Angel Rodriguez

On June 5, 2020, the SEC announced an asset freeze against Daniel F. Putnam, of Utah, Jean Paul Ramirez Rico, of Colombia, and Angel A. Rodriguez, of Utah, who allegedly defrauded investors in two cryptocurrency-related schemes.

Regulation CF Crowdfunding and SEC Reporting After the Offering

After an issuer completes a Regulation CF crowdfunding offering, it must comply with certain ongoing reporting obligations. Unlike public company SEC reporting requirements, Regulation CF’s ongoing reporting requirements consist of only one filing annually. 

Rule 504 Offerings – Regulation D Attorneys

Securities offerings under Rule 504 of Regulation D of the Securities Act may prove useful to founders of startup and small companies. 

SEC Provides Form S-3 Coronavirus Relief – Securities Lawyer 101

The SEC has provided relief to Form S-3 issuers because of coronavirus. Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction.