Form S-1 Financial Statement Requirements

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

Selling Shareholder Form S-1 Disclosures

Companies going public with Form S-1 or Regulation A + have a variety of structures for their transactions. Companies can sell shares in reliance upon Rule 506 of Regulation D and file a selling shareholder registration statement with the Securities and… Read More

Form S-1 Disclosure and SEC Reporting Requirements

Form S-1 is the most commonly used registration statement form.  It allows issuers to register various types of offerings and the form can be used by both public and private companies engaged in going public transactions. A registration statement… Read More

Form S-1 Disclosure and SEC Reporting Requirements for Material Changes

Issuers filing registration statements using a direct public offering in  their going public transactions must comply with the disclosure requirements of Form S-1. These include Item 11A of Form S-1 as set forth below. Form S-1 Item 11A Material Changes If… Read More

Form S-1 Registration Statement Filing Requirements, SEC Reporting Requirements

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

Going Public Using a Form S-1 Registration Statement

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

Form S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 …

Going public  using Form S-1 or Form 1-A allows issuers to chose from a variety of offering structures. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 or Form 1-A of Regulation in connection with their… Read More

Information About Foreign Issuers and Foreign Companies

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

Can I Amend My Form 10-K? Going Public Attorneys

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

What Is a Reverse Merger Super 8-K? Going Public Lawyer

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

Reverse Mergers & Form 10 Shells

Form 10 Shells are often sold for reverse merger transactions.  A Form 10 shell is a company with no or nominal operational activity that are “Public Companies” meaning they are obligated to file reports with the Securities and… Read More

How Form S-1 and Form 10 Registration Statements Are Different

Going public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale. Unlike a registration statement on Form S-1, a Registration statement on… Read More

SEC Forms List

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

Form S-1 Item 11A Material Changes

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

What Are the Reporting Obligations After My Form S-1 ls Effective?

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

Form 10-Q Requirements l Securities Lawyer 101 Blog

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

Regulation A Lawyers – Regulation A White Paper

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.

Ross Mandell Begins a New Life

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

SEC Periodic Reporting

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

Reg A+ Securities Offerings and FAST Act

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

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

Going Public & Exchange Act Registration For Foreign Issuers

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

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

Hamilton & Associates Law Group: Regulation A+ White Paper

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

Toxic Funders: Unregistered Dealers, Short Sellers, or Both?

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

Rule 144 Legal Opinions and Legend Removal Q&A

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

SEC Rules Affecting Rule 144 Legal Opinions and Shell Companies

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

Wells Notices for Meta Materials Execs

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

SEC Charges Glenn B. Laken, Davies Wong, Richard Tang and 15 other Defendants and names Jason Black as a Relief Defendant in International Scheme to Manipulate Stocks Using Hacked US Brokerage Accounts

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

Resales of Restricted Securities By Non-Affiliates

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