Two Jackson Men Charged in Multi-Million Dollar Fraud Scheme Conspiracy

On May 20, 2021, Ted Brent Alexander and Jon Darrell Seawright both of Jackson, Mississippi, were indicted by a federal grand jury for their roles in a large multi-million dollar Ponzi scheme that adversely affected hundreds of victims across multiple states over about eight years.

Court Enters Judgments Against Promoters in Pump-And-Dump Scheme

The Securities and Exchange Commission announced that the U.S. District Court for the Central District of California entered final judgments against the remaining three defendants in a 2019 SEC action charging them for their alleged roles in a pump-and-dump scheme in the stock of southern California beverage and cannabis company Green Cures & Botanical Distribution, Inc (GRCU).

SEC Says Toxic Financings by Dilution Funder, John Fierro Make Him a Dealer Not a Trader

Dilution Funders and Dilution Financings Challenged by SEC We recently wrote about two interesting SEC enforcement actions that examine the question of whether the individuals and entities that purchase convertible promissory notes from public companies are “dealers” according… Read More

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

Dilution Funders and Dilution Financings Challenged by SEC

Scottsdale and John Hurry Push Back to Stop FINRA Investigation

On December 17, 2018, John Hurry broker dealer, Scottsdale Capital Advisers Corporation sued the Financial Industry Regulatory Authority (“FINRA”), for breach of contract in the U.S. District Court for the District of Columbia.  Scottsdale and its sister company,… Read More

Ibrahim Almagarby and Microcap Equity Group LLC Charged by SEC

The Securities and Exchange Commission charged Ibrahim Almagarby and his company with acting as unregistered dealers in the sale of billions of shares of numerous penny stock issuers. The SEC’s complaint, filed in federal district court in south… Read More

Investor Relations 101 – The Securities Laws & Stock Promotion

What Is Investor Relations? Investor relations or stock promotion involves disseminating information about a public company to increase its stock price and/or trading volume. The person who publishes this information is sometimes referred to as a “Stock Promoter”,… Read More

DTC Eligibility Q&A

The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”), was created to improve efficiencies and reduce risk in the clearance and settlement… Read More

Raymond Pirrello, Jr, Founder and Executive of Prior2IPO, Charged in Investment Fraud

On December 6, 2023, a three-count indictment was unsealed in federal court in Brooklyn charging Raymond John Pirrello, Jr., also known as “Ray John,” with securities fraud conspiracy, wire fraud conspiracy and securities fraud relating to a scheme… Read More

LG Capital Funding Loses Motion to Dismiss

On November 13, 2023, United States District Judge William F. Kuntz, II, of the United States District Court of the Eastern District of New York made his decision in LG Capital Funding LLC’s Motion to Dismiss the Securities… Read More

The Evolving SEC Actions Against Toxic Lenders

Convertible Financing For decades, microcap issuers on the OTC Markets in need of financing have largely been forced to turn to what are known as “toxic funders” or “toxic lenders.” The money they offer comes with a hefty… Read More

Hester Peirce Asks: Are SEC Penny Stock Bars Fair?

On June 21, 2023, the SEC announced the resolution of four administrative proceedings that had been filed against unregistered broker-dealers and associates of unregistered broker-dealers in 2019. All four respondents had defaulted on the Orders Instituting Proceedings served… Read More

SEC Charges Convertible Note Dealer, BHP Capital NY Inc, and Its Owner, Bryan Pantofel, for Failure to Register

On Thursday, June 16, 2023, the Securities and Exchange Commission (the “SEC”) announced settled charges against a convertible note dealer, BHP Capital NY, Inc., and its managing member, Bryan Pantofel, for failing to register with the SEC as… Read More

Reverse Mergers After Amended Form 15c-21

A “Reverse Merger” is a transaction whereby a privately held company becomes a Public Company (“Public Company” or “Public Company Candidate”) by acquiring or merging with a publicly traded company that is usually quoted on the OTC Markets… Read More

Motion to Dismiss Denied by Court in DarkPulse Case Against EMA Financial LLC

On March 1, 2023, EMA Group, LLC (“EMA Group”) and Felicia Preston (“Preston”), the sole owner of EMA Group, lost a motion to dismiss RICO charges in a lawsuit filed against the lender by Darkpulse, Inc. (“Darkpulse”). Darkpulse… Read More

OTC Markets Group Reflects on Amended Rule 15c2-11

The last week of September marked the one-year anniversary of the compliance date for the Securities and Exchange Commission (“SEC”) amendments to Securities and Exchange Act Rule 15c2-11, which regulates the quotation of over-the-counter securities. As we shall… Read More

SEC Charges Neil B. Swartz and Timothy S. Hart

On September 9, 2022, the Securities and Exchange Commission (the “SEC”) announced charges against TBG Holdings Corporation (“TBG”), its principals Neil B. Swartz and Timothy S. Hart, and sales agents Ted L. Romeo, Vincent J. Caputo, and Frank… Read More

SEC Charges Convertible Note Dealer Crown Bridge Partners, LLC, and its managing members, Soheil and Sepas Ahdoot for Failure to Register

  August 2, 2022 — The Securities and Exchange Commission (the “SEC”) today announced settled charges against a convertible note dealer, Crown Bridge Partners, LLC, and its managing members, Soheil and Sepas Ahdoot of Great Neck, N.Y., for… Read More

Court Denies Carebourn Capital’s Motion for Judgement on the Pleadings in SEC Case

On May 24, 2022, United States District Judge Katherine Menendez filed her Order in response to Carebourn Capital, L.P.’s Motion for Judgement on the Pleadings to dismiss the Securities and Exchange Commission (“SEC”) case filed against the penny… Read More

Rule 15c2-11 Compliance Deadline Is Just Around the Corner

In September of last year, the Securities and Exchange Commission (the “SEC”) adopted amendments to Securities Exchange Act Rule 15c2-11. In early 2020, we wrote about amendments to Rule 15c2-11 that were proposed by the SEC in September 2019. The object of… Read More

SEC Charges U.S. Promoters of $2 Billion Global Crypto Lending Securities Offering

On May 28, 2021, the SEC announced charges against five individuals alleging that they promoted a global unregistered digital asset securities offering that raised over $2 billion from retail investors.

Going Public: Myths and Misinformation about Reverse Mergers

Myths and misinformation: The truth behind reverse mergers. What is really the best way to go public? Direct Public Offering vs Reverse Merger – which is the best choice for your business? How to save money and time.

Jeffrey D. Martin Charged with Manipulating Publicly Traded Stocks in Multiyear “Pump and Dump” Securities Fraud Scheme Worth Over $19 Million

On November 19, 2020, the United States Attorney William M. McSwain filed a superseded Indictment against Jeffrey D Martin, 61, of Orlando, FL. Martin was charged with conspiracy and multiple counts of securities fraud and wire fraud, related to his manipulation of several publicly-traded securities in a “pump and dump” scheme in which Martin and his co-schemers allegedly defrauded investors out of over $19 million.

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”).

What Rules Apply to Investor Relations Activity? Stock Promotion Guide

Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and trading volume. The person who publishes this information  is sometimes referred to as a “Stock Promoter”.  A Stock… Read More

Short Sale – Q & A – Short Seller Rules – Regulation SHO Lawyers

A short sale transaction can be part of a legitimate trading strategy if done legally. Illegal  Short selling… 

SEC Actions & Administrative Proceedings

Most public companies realize that the Securities and Exchange Commission (the “SEC”) is a law enforcement agency.  Receiving an SEC subpoena is a new experience for most market participants. SEC Actions can involve a case in federal court or… Read More

Finra Investigates BNP Paribas

On October 24, 2019, the Financial Industry Regulatory Authority (FINRA) announced a settled enforcement action involving BNP Paribas Securities Corp. and BNP Paribas Prime Brokerage, Inc.  A lengthy FINRA investigation found that although the firms did a brisk… Read More

Regulation A+ 2019 Q&A – Securities Lawyer 101

Regulation A provides an  exemption from registration that can be used in combination with a Rule 506 private placement, a direct public offering and/or initial public offering by a private company or company seeking to go public. Since Regulation A was… Read More

Our Comment to the SEC Regarding Rule 211 (15c2-11) – Sponsoring Market Makers

Blue Sky, Form 211, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Rule 15c2-11, SEC Reporting, SEC Reporting Requirements.