Form 8K - Securities & Going Public Lawyers

SEC Late Filers 101 – Going Public Attorneys

It’s that time of year again when companies filing reports with the Securities and Exchange Commission (“SEC”) that have a December 31st year end, must file their annual report on Form 10-K. Recent enforcement actions against SEC filers and insiders… Read More

Publicly Traded Companies Filing Requirements – Going Public Attorneys

Companies going public become subject to the SEC’s periodic reporting requirements a number of ways including by filing a registration under the Securities Act of 1933, as amended or pursuant to the  Securities Exchange Act of 1934. The… Read More

Former Officers of SMF Energy Corp Charged by the SEC with Fraud

The Securities and Exchange Commission (SEC) on September 25, 2015, announced financial fraud charges against four former SMF Energy Corp officers, claiming that former CEO Richard E. Gathright, former chief financial officer Michael S. Shore, former chief accounting… Read More

SEC Rules Affecting 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

What Is Schedule 13D? Going Public Attorneys

When a person or group of persons acquires beneficial ownership of more than 5% of a voting class of a company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”), they are… Read More

What Is A Form 10 Registration Statement? Going Public Lawyers

Form 10 is a type of registration statement used to register a class of securities under Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). Both public and private companies can register a class of securities on Form 10…. Read More

SEC Periodic Reporting – Going Public Lawyers

Companies become subject to the SEC’s periodic reporting requirements a number of 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 periodic… Read More

What Is Periodic Reporting? Going Public Lawyers

Once the staff of the Securities and Exchange Commission (SEC) declares a company’s registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statement is in force and the company… 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

Form 8-K Disclosure of Shareholder Meetings

Companies with a class of securities registered under the Securities Exchange Act of 1934, as amended are required to file periodic reports with the Securities and Exchange Commission (“SEC”).  These reports include annual reports on Form 10-K, quarterly… Read More