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
On May 28, 2021, the SEC charged RenovaCare Inc (RCAR) and its controlling shareholder, Harmel S. Rayat, with securities fraud for intentionally concealing Rayat and the company’s role in promotional activities, including by drafting and issuing a press release that denied their participation in those activities.
Category: Blog Posts Tags: Dodd Frank Bounty, dodd-frank, Harmel S Rayat, OTC Markets, Penny Stock, RCAR, RenovaCare Inc, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Award, SEC Bounty, SEC Claim, SEC Defendant, SEC Defense, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Trading Suspension, SEC Whistleblower, SEC whistleblower Award, SEC whistleblower bounty, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, SkinGun, SolarWindow Technologies Inc, Stock Promotion, StreetAuthority, trading suspension, WNDW
On Friday, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against The Cheesecake Factory Incorporated (CAKE) for making misleading disclosures about the impact of the COVID-19 pandemic on its business operations and financial condition.
Category: Blog Posts Tags: CAKE, Cheesecake Factory, COVID-19, David Overton, Form 8-K, misleading, pandemic, press release, Rule 12b-20, Rule 13a-11, SEC, SEC Action, SEC Order, Section 13(a), Securities and Exchange Commission, securities violation, The Cheesecake Factory Incorporated
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
Category: Blog Posts Tags: 1-SA, 1-SA Report, Accredited Crowdfunding, Accredited Investor, Annual Reports on Form 1-K, BackerKit, Blue Sky, Brenda Hamilton, coronavirus, COVID-19, Covid-19 Pandemic, COVID-19 SEC, Crowdfunding, Crowdfunding Exemption, 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 C, Form c-AR Annual Report, Form C-TR Termination of Reporting, Form C-U Reports, Form C/A, Form ID, Kickstarter, laws, Michael Williams, nasdaq, Regulation 1-SA, Regulation A, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reporting Requirement, Regulation A Reports, Regulation A Rule, Regulation CF, Regulation Crowdfunding, Regulation Crowdfunding Reporting, Regulation Crowdfunding reporting Requirement, Report on Form 1-SA, Rule 506, Rule 506-c, Rule 506(c), SEC, SEC COVID-19, SEC Final Rule, SEC Registration, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, secondary trading, securities, Securities Act, Securities Offering, Semi-annual reports on Form 1-SA
Public Company SEC Reporting Requirements – SEC Requirements to Go Public, Going Public Attorneys. Companies filing registration statements with the SEC become subject to the SEC reporting requirements three ways.
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 8-A, Form 8-A registration statement, Form 8-K, Form S-1, Form S-1. Registration Statement, Go Public, Go Public Direct, nasdaq, nyse, Public Company, Public Company Reporting Requirements, Register Securities, Registration Statement, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 16, Securities Exchange Act
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted securities and may not be resold absent SEC registration or an exemption therefrom.
Category: Blog Posts Tags: 4(a)(2) Exemption, Accredited Investor, Confidential Offering Circular, Exempt Offerings, Form D, Offering Exemption, Offering Memorandum, PPM, Private Placement, Private Placement Memorandum, Regulation D, Rule 506, Rule 506(b), Rule 506(c), SEC Exemption, SEC Registration, SEC Registration Statement, SEC Registration Statements, Section 4(a)(2), Section 4(a)(2) Exemption
On March 4, 2020, the SEC issued an order providing conditional regulatory relief and assistance to reporting companies impacted by 2019 novel coronavirus disease (COVID-19). On March 25, 2020, the SEC extended an earlier March 4, order providing companies an additional 45 days to comply with their SEC reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for filings and reports with deadlines between March 1, 2020 and July 1, 2020, if:
Category: Tags: coronavirus, COVID-19, Current Reports on Form 8-K, Form 10-K, Form 10-Q, Form 8-K, Rule 144, Rule 144 Coronavirus, SEC Coronavirus, SEC Coronavirus relief, SEC COVID, SEC Reporting Requirements
If you intend to raise money using the regulations for crowdfunding or take your company public, you will need to understand how the SEC’s registration statement requirements work, and how you may be able to raise money from the correct application of federal and state exemptions from registration. Crowdfunding is the solution…
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Exchange Act Reporting After SEC Effectiveness of a Registered Direct Public Offering Upon completion of a registered direct public offering, the Exchange Act imposes periodic reporting obligations. If the issuer is a domestic issuer subject to SEC reporting… Read More
Category: Blog Posts Tags: 10-K, 10-Q, Direct Public Offering, Direct Public Offering Lawyer, Exchange Act, Form 1-A, Form 1-K, Form 1-SA, Form 1-Z, Form S-1, Form SEC, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Rule 15c2-11, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act
On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued an order (the “SEC Order”) providing extensions to SEC reporting requirements deadlines for issuers affected by COVID‑19, further extending the deadlines set forth in a March… Read More
Category: Blog Posts Tags: Annual Reports on Form 10-K, Coronavirus disclosure, COVID-19 disclosure, Current Reports on Form 8-K, Form 10-K, Form 10-Q, Form 8-K, Periodic Reports, Periodic Reports and Filings, Preliminary and Definitive Proxy Statements, Quarterly Reports on Form 10-Q, SEC, SEC Coronavirus, SEC COVID, SEC COVID-19, SEC Extension, SEC Extensions, SEC Order, SEC periodic report, SEC Report, SEC Reporting, SEC Reporting Requirements
1. Overview of the Regulation A+ Exemption On March 25, 2015, the Securities and Exchange Commission (the “SEC”) created Regulation A+ by adopting final rules to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act by… Read More
Category: Blog Posts Tags: Accredited Crowdfunding, Accredited Investor, attorney, Crowdfunding, Crowdfunding Exemption, Going Public, Kickstarter, lawyer, Michael Williams, offerings, Regulation A, Regulation CF, Regulation Crowdfunding, Rule 506, Rule 506-c, Rule 506(c), SEC, SEC Registration, SEC Reporting Requirements, securities, Securities Offering, tier 1, Tier 2
Going public transactions can be structured a variety of ways. Many going public transactions involve the filing of a secondary registration statement with the Securities and Exchange Commission (“SEC”) registering shares held by existing stockholders so that the issuer can… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, 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 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, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, Rule 415, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, Secondary Registration, Selling Shareholder, Selling Shareholder Registration Statement
Issuers utilizing Regulation A+ are permitted to “test the waters” with potential purchaser and use solicitation materials both before and after the offering statement is filed, subject to compliance with SEC rules on filing and disclaimers. Using Regulation… Read More
Category: Blog Posts Tags: 1-a, 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, offering, offering circular, Regulation 1-SA, Regulation A, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation CF, Regulation Crowdfunding, SEC, 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, testing the waters
The Regulation A + offering integration rules prevent companies from improperly avoiding the SEC’s registration statement requirements by dividing a single securities offering into multiple securities offerings to take advantage of exemptions that would not be available for the combined offerings. Regulation… Read More
Category: Blog Posts 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, Going Public, offering, registration, Regulation 1-SA, Regulation A, Regulation A Filings, Regulation A Form 1-k, Regulation A Integration, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation CF, Regulation Crowdfunding, Safe Harbor, SEC, 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
Benefits of Regulation A+ Amendments On December 19, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A informally referred to as Regulation A+. The amendment allows companies that are subject to SEC reporting requirements under… Read More
Category: Blog Posts 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, Going Public, Regulation 1-SA, Regulation A, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation CF, Regulation Crowdfunding, 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
FINRA Rule 6490 has had an important impact on going public transactions specifically reverse mergers with public shell companies.
Category: Blog Posts Tags: FINRA 6490, FINRA Rule 6490, 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 Direct, going public transactions, Public, Register Securities, Registration Statement, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings
After the election of 2016, a lot was made of “fake news” and Facebook’s role in spreading it. Part of this large controversy involved the consulting firm Cambridge Analytica, which was run by Steve Bannon. Cambridge Analytica used… Read More
Jan Atlas, a 74-year old attorney based in Ft. Lauderdale was charged on September 17, 2019, with “one count of securities fraud, in violation of Title 15, United States Code, Sections 77q(a) and 77x, in Case No. 19CR60258. … Read More
Going public is frequently used as a stepping stone by companies seeking to raise capital.
Category: Blog Posts Tags: Brenda Hamilton, Brenda Hamilton Attorney, Brenda Hamilton Boca, Brenda Hamilton Lawyer, Brenda Hamilton Securities Lawyer, CBD Stocks, Corporate Finance, Crowdfunding, Direct Listing, Direct Public Offering, DPO, Form 10, Form 10-K, Form 10-Q, Form 8-K, 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, 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, OTC Markets Attorney, OTC Markets Lawyer, Penny Stock Attorney, Penny Stock Lawyer, Pot Stocks, Prospectus, Prospectus Requirements, 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 Attorney, SEC Lawyer, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), securities, Securities Attorney, Securities Exchange Act, Securities Lawyer, Securities Offering, Short Sale Lawyer, Small Business Lawyer
Starbucks’ stock fell today after news broke that the Securities and Exchange Commission sent a letter questioning the way that Starbucks recognizes its revenue. New accounting guidelines were implemented at the end of 2018 that is affecting many… Read More
According to CNBC, the FDA has slammed vaping company Juul for illegal marketing practices and is threatening fines and seizures against the company. Juul has been claiming that its vapes/e-cigarettes are healthy alternatives to cigarettes, but it turns… Read More
SEC Concept Release on Harmonization of Securities Offering Exemptions In the wake of the stock market crash of 1929, the public had lost confidence in the entirely unregulated U.S. markets. Congress sought to restore it by creating a… Read More
Category: Blog Posts Tags: Concept Release on Harmonization of Securities Offering Exemptions, Exempt Offering, Form 10, Form 10-K, Form 10-Q, Form 8-K, Form D, Form S-1, Offering Exemption, Offering Exemptions, Regulation A, Rule 147, Rule 506(b), Rule 506(c), SEC, Securities Act
Its object is to render useless and worthless dormant shell companies that might otherwise be hijacked, used in reverse mergers, and ultimately pumped and dumped.
Category: Blog Posts Tags: Direct Public Listing, Direct Public Offering, Form 10, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 8-K, Form S-1, Go Public, Go Public Direct, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Reporting Requirements
The SEC charged on May 9, 2019, Lloyd Schuman and Dane Janes for insider trading and for repeatedly traded and tipped on confidential information that they obtained through their respective employers. The SEC’s complaint, filed in the U.S…. Read More
On May 3, 2019, a federal district court entered a final consent judgment against Rocco Roveccio, a broker who was charged with defrauding customers by making unsuitable and unauthorized trades and churning customers’ accounts, which enriched the broker… Read More
On April 29,2019, the SEC charged James Siniscalchi, a New York City man with continuing a previously charged scheme, stealing millions of dollars from investors who were allegedly falsely promised their funds would be used for the purchase and… Read More
The SEC announced on April 29,2019, the entry of an emergency court order freezing assets related to alleged insider trading that yielded approximately $2.5 million in profits in connection with the April 12, 2019 announcement that oil-and-gas conglomerate… Read More
On April 26, 2019, the SEC charged Christopher Dougherty and several entities he controlled, with operating a Ponzi scheme that defrauded his investment advisory clients out of $7 million. The San Diego District Attorney’s Office separately announced criminal… Read More
Category: Blog Posts Tags: Christopher Dougherty, Microcap Action, Microcap Investor, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Action, Penny Stock Bar, Penny Stock Bars, Penny Stock Fraud, Penny Stock Issuer, ponzi scheme, Rule 10b-5, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Case, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Investigation, SEC Judgment, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, SEC Penny Stock Bar, SEC regulation, SEC Subpoena, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense
The SEC charged on April 25,2019, an Indianapolis-based Celadon Group Inc. with an accounting fraud that allowed the truckload freight company to avoid disclosing substantial losses and misrepresent its financial condition. In a complaint filed in federal court… Read More
Category: Blog Posts Tags: Accounting Fraud, Microcap Action, Microcap Investor, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Action, Penny Stock Bar, Penny Stock Bars, Penny Stock Fraud, Penny Stock Issuer, ponzi scheme, Rule 10b-5, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Case, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Investigation, SEC Judgment, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, SEC Penny Stock Bar, SEC regulation, SEC Subpoena, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense
On April 23, 2019, the SEC obtained an emergency asset freeze and temporary restraining order to halt an ongoing fraudulent securities offering by Eric Lyons, a Massachusetts resident, in an attempt to conceal his misappropriation from certain hedge… Read More
Category: Blog Posts Tags: Eric Lyons, Microcap Action, Microcap Investor, Microcap Stock, OTC Markets, Penny Stock, Penny Stock Action, Penny Stock Bar, Penny Stock Bars, Penny Stock Fraud, Penny Stock Issuer, ponzi scheme, Rule 10b-5, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Case, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Investigation, SEC Judgment, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, SEC Penny Stock Bar, SEC regulation, SEC Subpoena, SEC Suit, SEC Trading Suspension, Section 10(b), Section 5, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense
