Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission (“SEC”). These financial statements include a balance sheet, statement of shareholders’ equity, income statement and statement… Read More
Category: Blog Posts Tags: Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public
Private companies seeking to raise capital often file a Registration Statement on SEC Form S-1 or Offering Circular on Form 1-A pursuant to Regulation A+ in connection with their going public transaction. Both options have unique benefits. For Example, All companies qualify to register… Read More
Category: Blog Posts Tags: Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements
Going Public Using a Form S-1- 2018 Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”). When a Form S-1 Registration Statement is… Read More
The U.S. capital markets have long been a desired goal for foreign companies that are interested in raising funds or establishing a trading market for their securities. Two of the most important laws applicable to companies seeking to… Read More
A company may desire to change information presented in its Annual Report on Form 10-K for a number of reasons. Form 10-K amendments can be used to correct any material inaccuracies, misstatements or omissions that a company subsequently… Read More
Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”), Division of Corporate Finance frequently notes disclosure failures of reverse merger transactions in Form 8-K also known as “Super 8-K”. This blog post summarizes SEC staff comments in response… Read More
1 Application for registration or exemption from registration as a national securities exchange (pdf) 1-A Regulation A Offering Statement (pdf) 1-E Notification under Regulation E (pdf) 1-N Form and amendments for notice of registration as a national securities… Read More
Securities Law Blog Issuers filing registration statements for their direct public offering in going public transactions must comply with Item 11A of Form S-1. Item 11 A of Form S-1 is set forth below. Item 11A Material Changes…. Read More
Once the SEC staff declares your company’s Securities Act registration statement effective, the company becomes subject to Exchange Act reporting requirements. These rules require your company to file annual reports on Form 10-K, quarterly reports on Form 10-Q… Read More
Securities Lawyer 101 Blog Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the periodic and… Read More
For more information about going public and Regulation A, securities law or our other services please contact Hamilton & Associates Law Group, P.A. 01 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956 or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes. Hamilton & Associates Law Group, P.A provides ongoing corporate and securities counsel to private companies and public companies listed and publicly traded on the NASDAQ Stock Market, the NYSE MKT or over-the-counter market, such as the OTC Pink, OTCQB and OTCQX. For two decades the Firm has served private and public companies and other market participants in corporate law matters, securities law and going public matters. The firm’s practice areas include, but are not limited to, forensic law and investigations, SEC investigations and SEC defense, corporate law matters, compliance with the Securities Act of 1933 securities offer and sale and registration statement requirements, including Regulation A/ Regulation A , private placement offerings under Regulation D including Rule 504 and Rule 506 and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, Form F-1, Form S-8 and Form S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including Form 8-A and Form 10 registration statements, reporting on Forms 10-Q, Form 10-K and Form 8-K, Form 6-K and SEC Schedule 14C Information and SEC Schedule 14A Proxy Statements; Regulation A / Regulation A offerings; all forms of going public transactions; mergers and acquisitions; applications to and compliance with the corporate governance requirements of national securities exchanges including NASDAQ and the New York Stock Exchange (NYSE) and foreign listings; crowdfunding; corporate; and general contract and business transactions. The firm provides preparation of corporate documents and other transaction documents such as share purchase and exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The firm prepares the necessary documentation and assists in completing the requirements of federal and state securities laws such as SEC, FINRA and DTC for Rule 15c2-11.
Category: Tags: Form 1-A. Form 1-A offering circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA; Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, Regulation 1-SA, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Filings, Regulation A Form 1-k, Regulation A Lawyer, Regulation A Lawyers, Regulation A Reporting, Regulation A Reports, Regulation A Rule, SEC Registration, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Securities Act, Securities Offering, Semi-annual reports on Form 1-SA
Ross Mandell, a former broker and the owner of Sky Capital LLC and Sky Capital Holdings Ltd. was released from federal home confinement in early January of this year. He isn’t letting grass grow under his feet: he… Read More
Category: Blog Posts Tags: 2255 motion, 60b, Adam Harrington, appeal, doj, fbi, foia, jeffrey hoffman, Judge Otazo-Reyes, Judge Paul Crotty, Paul Crotty, podcast, public speaking, ross mandell, rossmandell.com, SEC, Sky Capital Holdings Ltd, Sky Capital LLC, steve altman, US Attorney
Companies become subject to the SEC’s periodic reporting requirements in several ways, including by filing a registration under the Securities Act of 1933, as amended or pursuant to the Securities Exchange Act of 1934. The SEC’s periodic reporting… Read More
Category: Blog Posts Tags: Class of Securities, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Going Public, Form 10 Lawyer, Form 10 Lawyers, Form 10 Registration, Form 10 Registration Statement, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 10-Q Periodic Report, Form 8-A, Form 8-A registration statement, Form 8-K, Form S-1, Form S-1. Registration Statement, Go Public, Go Public Direct, Going Public, nasdaq, nyse, Periodic Reporting, Public Company, Public Company Reporting Requirements, Register Securities, Registration Statement, SEC Periodic Reporting, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 16, Securities Act, Securities Attorney, Securities Exchange Act, Securities Exchange Act of 1934, Securities Lawyer
Prospective For Underwriters & Broker-Dealers: Due Diligence Considerations Unlike traditional Initial Public Offerings (“IPOs”), there is no potential liability for issuers under Section 11 of the Securities Act in connection with Regulation A+ offerings. Sellers in Regulation A+… Read More
Category: Blog Posts Tags: Direct Listing, Direct Offering, Direct Public Offering, DTC chill, DTC Eligibility, DTC Global Lock, DTC Lock, Form 1-A, Form 1-A Offering Circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA, Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, Form 10, Form 8-A, Form C-AR, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, initial public offering, IPO, Ongoing Reporting, OTC Markets, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation 1-SA, Regulation A, Regulation A Attorney, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Lawyer, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation D, Regulation S-K, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, Rule 504, Rule 504 Exemption, S-1 Offering, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Section 12(b), Section 12(g), Securities Act, Securities Act of 1933, Securities Exchange Act, Securities Offering, securities offerings, Selling Stockholder Requirements, Semi-annual reports on Form 1-SA, tier 1, Tier 2
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
Category: Blog Posts Tags: 17-b, 17b, broker-dealer, Investor Relations, Penny Stock, Penny Stock Bars, Penny Stock Investor, Penny Stock Issuer, Penny Stock Scalping, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(b), Stock Promoter, Stock Promoters, Stock Promotion, Stock Scalping, Unregistered broker-dealer
Foreign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) if the class of securities will be listed… Read More
Category: Blog Posts Tags: Direct Listing, Direct Public Offering, DPO, Dual Listing, Emerging Growth Company, Foreign Issuer, Foreign Private Issuer, Form F-1, Form F-1 Registration Statement, Form Registration Statement, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form s-1 registration statement filing, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Form S-3, Form S-4, Go Public, Go Public Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, initial public offering, investors, IPO, jobs act, listing requirements, nasdaq, nyse, OTC Markets, OTC Markets Attorney, OTC Markets Dual List, OTC Markets Lawyer, OTCQX, OTCQX Attorneys, OTCQX Eligibility, OTCQX listing requirements, OTCQX Quotation, Penny Stock Attorney, Penny Stock Lawyer, Pot Stocks, Prospectus, Prospectus Requirements, Public Company, Raise Capital, Raise Money, Reg A, Register Securities, Registration Statement, Regulation A, Regulation A Offering, Regulation A Tier 2, Regulation A to Go Public, Regulation CF, Regulation S-K, reporting obligations, Reporting Regulation A, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, S-1 Going Public, SEC, SEC Attorney, SEC Forms, SEC Lawyer, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), securities, Securities Act, Securities Attorney, Securities Exchange Act
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
Category: Blog Posts Tags: Direct Listing, DTC chill, DTC Eligibility, DTC Global Lock, DTC Lock, Electronic Trading, Form 10, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form s-1 registration statement filing, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, investors, jobs act, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation A, Regulation A Offering, Regulation A Tier 2, Regulation A to Go Public, Regulation S-K, reporting obligations, Reporting Regulation A, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, S-1 Going Public, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), securities, Securities Exchange Act, Securities Offering
Regulation A+ White Paper www.securitieslawyer101.com This publication is intended to provide information of general interest to the public and is not intended to offer legal advice about specific situations or problems. Hamilton & Associates Law Group, P.A…. Read More
Category: Blog Posts, Going Public Tags: Direct Listing, Form 1-A, Form 1-A Offering Circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA, Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, Form 10, Form 8-A, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, OTC Markets, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation 1-SA, Regulation A, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation S-K, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Section 12(b), Section 12(g), Securities Act, Securities Act of 1933, Securities Exchange Act, Securities Offering, securities offerings, Selling Stockholder Requirements, Semi-annual reports on Form 1-SA, tier 1, Tier 2
We’ve often written about “toxic” promissory notes or preferred stock and the unregistered dealers who purchase them. These dealers are not the broker-dealers ordinary retail investors have accounts with. They are individuals with companies of their own that… Read More
Category: Blog Posts Tags: Awesome Penny Stocks, Bergio International Inc, BRGO, broker-dealer, Convertible Notes, Dilution, Dilution Funder, events of default, Expert Market, Form 211, Form 8-K, Grey Market, Ibrahim Almagarby, Joshua Sason, Lustros Inc, Magna Group, Microcap Equity Group LLC, microchips, naked shorting, nasdaq, Nasdaq Capital Market, NewLead Holdings Ltd, Operation Bermuda Short, OTC issuers, OTC Markets, Penny stocks, Pierre Hillion, preferred stock, promissory notes, Reg SHO, revere split, Rule 144, Sandy Winick, SEC, Securities and Exchange Commission, Short Sellers, Short Selling, Theo Vermaelen, Tippy Inc, Toxic Funders, toxic notes, unregistered dealers, Vis Vires Group Inc, Zachary T Knepper
Section 5 of the Securities Act of 1933, as amended, (the “Securities Act”) requires the offer and sale of securities to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration. Rule… Read More
Category: Blog Posts Tags: Legal Opinion, Legend Removal, Legend Removal Opinion, Rule 144, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Rule 144 Safe Harbor, Section 5, Securities Act Section, Tradability Opinion, Transfer Agent Opinion
The Securities and Exchange Commission (“SEC”) has published releases relating to Shell Companies that affect the use of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), by shareholders of Shell Companies. In addition,… Read More
Category: Blog Posts Tags: Legal Opinion, Legend Removal, Legend Removal Opinion, Rule 144, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Rule 144 Safe Harbor, Section 5, Securities Act Section 5, Shell Company, Tradability Opinion, Transfer Agent Opinion
As summer peaked at the end of July, Meta Materials (MMAT) popped back into the news. What had happened? The company filed a Form 8-K explaining that MMAT, its CEO George Palikaras. and John Brda, the former CEO… Read More
Category: Blog Posts Tags: congress, Daily List, Dividend, FINRA, Form 211, Gary Gensler, George Palikaras, John Brda, Meta Materials, Meta Materials Inc, Metamaterial Technologies Inc, Metamaterials Inc, MMAT, MMTLP, MOASS, Naked Shorts, NASD, nasdaq, Next Bridge, Next Bridge Hydrocarbons Inc, OTC Markets Group, Robert W Cook, SEC, SEC Attorney, SEC filings, Securities and Exchange Commission, Series A Preferred, Short Selling, Shorty, Spin-Off, subpoena, Torchlight, Torchlight Energy, TRCH, Wells Notice
On August 15, 2022, the Securities and Exchange Commission (the “SEC”) charged 18 individuals and entities for their roles in a fraudulent scheme in which dozens of online retail brokerage accounts were hacked and improperly used to purchase… Read More
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Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), requires that all offers and sales of securities be registered with the Securities and Exchange Commission (“SEC”) or exempt from SEC registration. When shares have… Read More
Category: Blog Posts Tags: Affiliate, control person, Form 10, Form 20-F, Form 211 and Amended 15c-211, Form 8A, Form 8k, Form F-1 Rule 15c-211, Form S-1, Going Public, Grey Sheets, Market Maker, non-affiliate, non-reporting companies, OTC Markets and Sponsoring Market Maker, OTC Markets Pink, public companies, Registration Statement, Regulation D, restricted securities, Rule 144, Rule506(b), Rule506(c), SEC Reporting Requirements, Shell Company, Unregistered Dealer, Unsolicited quotes