Filing Requirements for Publicly Traded Companies-Go Public

Securities Lawyer 101 Blog An issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934  must file periodic reports with the Securities and Exchange Commission pursuant… Read More

The SEC Issues Alert For Reverse Mergers

Securities Lawyer 101 Blog On June 9, 2011, the Securities and Exchange Commission (the “SEC”) issued an Investor Bulletin (the “Bulletin”) cautioning the public about risks associated with issuers that enter U.S. markets through reverse mergers with public… Read More

Rule 144 l The Reverse Merger Blacklist

Securities Lawyer 101 Blog Traditionally, private companies go public by registering an offering under the Securities Act of 1933, as amended (the “Securities Act”).  Another way for private companies to go public is through a Reverse Merger (“Reverse… Read More

How to Use a Registration Statement When Going Public

Private companies going public with a registration statement (“Registration Statement”) under the Securities Act of 1933, as amended (the Securities Act”). When  a Registration Statement is used, the company files it with the SEC, typically on Form S-1… Read More

SEC’s Mine Safety Disclosure Rules – Securities Lawyer 101 Blog

Securities Lawyer 101 Blog On December 21, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules to implement the mine safety disclosure requirements of Section 1503 of the Dodd-Frank Wall Street Reform andConsumer Protection Act (Dodd-Frank). Section… Read More

Trump Media’s auditing firm, BF Borgers, busted for “massive fraud”

On May 3, 2024, the Securities and Exchange Commission announced an enforcement action against auditing firm BF Borgers CPA PC and its principal, Benjamin F. Borgers. The regulator charged the firm with “deliberate and systemic failures to comply… Read More

SEC Charges Dozy Mmobuosi, Tingo Group Inc, AgriFintech Holdings Inc. (f/k/a Tingo Inc.), and Tingo International Holdings Inc with Running a Massive Fraud

On December 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi, and three affiliated U.S.-based entities of which he is the CEO– Nasdaq-listed Tingo Group Inc., OTC-traded Agri-Fintech Holdings… Read More

Will Small Cap Investors Embrace Donald Trump’s DWAC? The latest Reddit Meme Stock

Since the fall of 2019, we’ve written a number of times about the Securities and Exchange Commission’s amendments to Rule 15c2-11, which, most importantly, require over-the-counter stocks to provide “current information” to the public. Since the end of… Read More

A Tale of Two Unregistered Dealers – Toxic Convertible Note Lenders Under SEC Scrutiny

In 2020, the Securities and Exchange Commission (the “SEC”) stepped up its efforts to reel in “toxic lenders”: individuals who profit enormously by buying convertible securities in penny stock companies and selling the shares they obtain upon conversion… Read More

SEC Charges Mark Miller for Hijacking Inactive Penny Stock Companies to use for Pump & Dump Schemes

On Friday, June 18th, the SEC filed a Complaint in the United States District Court for the District of Minnesota against Minnesota resident, Mark Allen Miller, for engaging in a fraudulent scheme to target at least seven inactive penny-stock companies with the intention of profiting through pump & dump activity.

Ulrick Debo and Kenneth Ciapala Charged By DOJ and SEC

The Boston and New York SEC and DOJ Charge Ulrik Debo and Kenneth Ciapal and Others The Securities and Exchange Commission (SEC) and the Department of Justice (DOJ} charged Ulrik Debo, Kenneth Ciapala, Kenneth Ciapala, and a number… Read More

Jehu Hand Charged with Market Manipulation Scheme

The Securities and Exchange Commission (SEC) charged a California-licensed attorney and a stock promoter behind a pump-and-dump scheme that defrauded investors in Greenway Technology, a Las Vegas-based company purporting to operate resorts for gay and lesbian travelers. The… Read More

Bungled Calissio Resources Dividend Sparks FINRA Halt and Clearing Firm Lawsuit

For penny stock enthusiasts looking for a little late-summer entertainment, the issues surrounding an extremely large special dividend distributed by Calissio Resources Group, Inc. (CRGP) have proved to be of unusual interest.  On June 16, 2015, the company… Read More

MusclePharm Charged In SEC Investigation

On September 8, 2015, the Securities and Exchange Commission (SEC) charged a sports supplements and nutrition company with committing a series of accounting and disclosure violations, including the failure to properly report perks provided to its executives as… Read More

SEC Charges Manny Shulman and David Hirschman

On September 3, 2015, the Securities and Exchange Commission (“SEC”) charged Manny J. Shulman and David Hirschman for their involvement in the fraudulent, unregistered sale of securities of Caribbean Pacific Marketing, Inc. (“Caribbean Pacific”), a now-defunct Florida corporation… Read More

What are SEC Comments? Going Public Attorneys

Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”).  Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt… Read More

What is a Reverse Stock Split? Securities Lawyer 101

Securities Lawyer 101 Blog Reverse stock splits are often used by public companies to reduce the amount of securities outstanding.  A reverse stock split can also be used by private companies in corporate restructurings.  Typically in a reverse… Read More

SEC Subpoenas 101 – Securities Attorneys

Receiving a Securities and Exchange Commission (“SEC”) subpoena is a new and uncomfortable experience for most market participants. A SEC subpoena is an indication that the Division of Enforcement is investigating potential violations of the federal securities laws. SEC subpoenas… 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… Read More

Medbox & The License to Swindle – Peter Berney Shells

Down the Rabbit Hole We Go We were recently asked to review a penny stock company called Medbox Inc. (MDBX).  The Medbox story has been of considerable interest over the past two years, for the most part because… Read More

Direct Public Offerings

More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company’s stock directly to investors, rather than through the efforts of an underwriter.

Tips for Going Public With a Direct Public Offering

Direct Public Offering Lawyer – Securities Law Blog More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company’s stock directly to investors, rather than through… Read More

Practice Areas – The Going Public Lawyers

Hamilton & Associates Law Group encompasses a wide variety of going public, corporate and securities law specialties, including, among others, continuing forensic analysis of domestic and international financial, stock trading, securities and money laundering transactions, general representation of… Read More

Notable Representation – Hamilton & Associates

The going public attorneys at Hamilton & Associates have represented issuers seeking to direct public offerings, secondary offerings and initial public offerings.  The firm has represented more than 300 corporate entities and market participants in securities and corporate finance matters. The… Read More

Services – Going Public Lawyers – Direct Public Offerings

The securities and going public lawyers at Hamilton & Associates Law Group provide private and public companies with reliable representation in various types of going public transactions, securities related transactions, Securities and Exchange Commission (“SEC”) disclosure and defense and… Read More

Medbox, Inc. Announces SEC Investigation

Securities Lawyer 101 Blog On November 12, 2014, Medbox, Inc. (MDBX) put an end to nearly two weeks of speculation by acknowledging in its 10-Q for the period ended September 30 that the company has received a formal… Read More

SEC Comment and Review Process l Going Public Bootcamp

Securities Lawyer 101 Blog The Securities and Exchange Commission’s (the “SEC’s“) Division of Corporation Finance reviews filings including registration statements filed pursuant to the Securities Act of 1933, as amended (the “Securities Act“), and the Securities Exchange Act… Read More

Going Public Lawyer Insights About DPOI’s & IPO’s

A private company going public is subject to three federal securities laws, each with its own unique requirements.  The three laws are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and… Read More

The Laws That Apply to Going Public & Being A Public Company

A private company going public is subject to three federal securities laws, each with its own unique requirements.  The three laws are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and… Read More

Smaller Reporting Companies In Going Public Transactions

Securities Lawyer 101 Blog The Securities Act of 1933, as amended (“Securities Act”) and the Securities Exchange Act of 1934, as amended (“Exchange Act”), establish different levels of disclosure and reporting requirements based upon the size of the… Read More