Exchange Act - Going Public Lawyers

Form 8-A and Form 10 Registration Statements

Form 10 and Form 8-A Registration Statements under the Securities Exchange Act Simultaneously or subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for an initial public offering (IPO) or direct public… 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

SEC Charges Clifton Stanley in Multimillion Dollar Ponzi Scheme Targeting Seniors

On April 6, 2018, the Securities and Exchange Commission charged Clifton Stanley in a $2.4 million Ponzi scheme and in a related, $1.4 million offering fraud targeting retirees. The SEC’s complaint alleges that, from 2010 to 2017, Clifton… Read More

SEC Charges Michael Liberty with Fraudulent Scheme to Defraud Investors and Misappropriate Funds

On April 4, 2018, the Securities and Exchange Commission charged Michael Liberty, the founder of the fintech startup now known as Mozido, Inc., with a fraudulent scheme to trick hundreds of investors into investing in his shell companies… Read More

Christopher Lollar Settles Charges of Insider Trading Ahead of Oil Discovery Announcement

On April 4, 2018, Christopher Lollar has agreed to settle SEC charges that he conducted insider trading ahead of a market-moving announcement about the company’s discovery of a significant new oil source. The SEC alleges in its complaint,… Read More

SEC Charges McKinley Mortgage with Scheme to Defraud – Posted by Brenda Hamilton

One March 22nd the Securities and Exchange Commission announced settled charges against McKinley Mortgage, the operators of a real estate investment business who engaged in a years-long scheme to bilk hundreds of investors – including many retail investors… Read More

When is a Foreign Private Issuer Required to File Form 6-K?

Foreign Private Issuers that are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, (the “Exchange Act), must provide periodic reports to the Securities & Exchange  Commission. These include an annual report on Form 20-F… Read More

What is Form 10 Information? Going Public Attorneys

Securities Lawyer 101 Blog Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).  This blog post addresses common questions we receive… Read More

Form 10 vs Form 8-A Registration Statements

Simultaneously or subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for an initial public offering (IPO) or direct public offering (DPO), issuers can file a registration statement under the… Read More

Exchange Act Registration & Going Public 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