Form S1 - Securities & Forensic Lawyers

Regulation A+ Testing the Waters – Regulation A Going Public Attorneys

Issuers utilizing Regulation A+ are permitted to test the waters with all potential investors and use solicitation materials both before and after the offering statement is filed, subject to issuer compliance with the rules on filing and disclaimers. … Read More

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

Private companies often file a registration statement on SEC Form S-1 in connection with their going public transaction.  The most commonly used registration statement form is Form S-1. All companies qualify to register securities on a Form S-1 registration statement. Private companies going public should… Read More

Who Is Eligible for Regulation A + Offerings? Posted by Brenda Hamilton, Securities Lawyer

A correctly designed Regulation A Offering Program can minimize your financial risk and significantly enhance your ability to raise money, but not how you may think.  Both issuers and selling shareholders can benefit from Regulation A+.  A few… Read More

Regulation A+ -v- Form S-1 Registration By: Regulation A Attorneys

Almost three years ago, the SEC radically changed Regulation A for smaller companies desiring to raise money by going public.  This seismic shift is called Regulation A+.  In this blog post, we will explain how new Regulation A+… Read More

What is a Direct Public Offering? Going Public Attorneys

Most small private companies are unable to find an underwriter prior to going public.  A direct public offering (“Direct Public Offering”) provides a viable solution to these companies. Using a Direct Public Offering  can allow the company to sell its shares… Read More

Form S-1 Registration Statement Quiet Period

The Securities & Exchange Commission and the federal securities laws do not define the term “quiet period,” which is also referred to as the “waiting period.” However, a quiet period extends from the time a company files a… Read More

New SEC Approves Ease Access to Exhibits in SEC Filings

On March 1, 2017, the SEC voted to adopt rule and form amendments that impact SEC Filings. The SEC’s new rules make it easier to locate and access exhibits in registration statements such as Form S-1 and periodic… Read More

SEC Issues Form S-3 Registration and Annual Report C&DIs

On November 2, 2016, the Securities and Exchange Commission (“SEC”) Division of Corporation Finance released two new compliance and disclosure interpretations (“C&DIs”) addressing eligibility to use Form S-3 registration statements and submission of annual reports to the SEC…. Read More

The Regulation A+ Offering Process – Going Public Attorneys

On June 19, 2015, Regulation A+ became effective. The new rules which were promulgated under the Jumpstart Our Business Startups Act (JOBS Act), create two Tiers of exempt offerings, both of which allow securities to be offered and sold to the… Read More

OTC Markets 101 – The Basics of Listing

Posted by Brenda Hamilton, Securities and Going Public Lawyer OTC Markets Group (“OTC Markets”) requires companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace (“OTCQB”) have an initial and ongoing $0.01 per share minimum bid price,… Read More