When Denying Rule 144 Legal Opinions is a Market Manipulation Scheme
Practical guidance on Rule 144 legal opinions, restrictive legend removal, and transfer agent processing, including shell company and 144 legal opinion considerations.
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Nasdaq Primary vs. Secondary Direct Listings
A Nasdaq direct listing allows an issuer to list its common equity on the exchange without the traditional underwritten initial public offering…
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OTC Markets’ Role in Secondary Offerings and Resales
The critical role of OTC Markets in facilitating secondary offerings and resales of restricted and control securities under SEC Rule 144. This…
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Why So Few Brokerage Firms Accept OTC Markets Shares — And What It Means for Investors
For many retail investors, trading or depositing shares of OTC-traded companies is challenging. A significant number of brokerage firms impose restrictions—driven by…
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Material Event Reporting on the OTCID Market for Non-SEC Reporting Issuers
On July 1, 2025, OTC Markets Group replaced its Pink Current Information tier with the OTCID Market, a modernized disclosure platform aligned…
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Toxic Convertible Financing and OTC Markets Issuers
This article discusses the risks and consequences of toxic convertible financing, also known as "death spiral financing," for small and emerging companies…
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Rule 144 Resales of Restricted Securities of Shell Companies and Former Shell Companies
Rule 144(i): The Restriction on Shell Company Resales - What Stockholders and Issuers need to know.
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What is an Affiliate under SEC Rules?
Assessing affiliate status is a nuanced but crucial exercise for public companies, affecting everything from Rule 144 sales to registration eligibility and…
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SEC Dealer Rule Collapse: Impact on Toxic Lenders & OTC Penny Stocks
Learn how the SEC's Dealer Rule targeted toxic lenders in penny stock markets — and why its defeat means ongoing risks for…
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Going Public: Myths and Misinformation about Reverse Mergers
Myths and misinformation: The truth behind reverse mergers. What is really the best way to go public? Direct Public Offering vs Reverse…
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SEC Says Unregistered Dealer Almagarby’s Convertible Notes Are Toast
On August 17, 2020, Judge Marcia G. Cooke, persuaded by the SEC’s arguments, handed down an order granting the SEC’s motion for…
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SEC Amends Rule 144 for Convertible Notes and Unregistered Dealers
On December 22, 2020, the Securities and Exchange Commission (“SEC”) voted to propose amendments to Rule 144 to eliminate tacking for shares…
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What Is a Control Person? Control Securities, Resale Requirements
Sales of restricted securities by affiliates and control persons of publicly traded companies are subject to requirements not applicable to other sellers…
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Section 4(a)(7) Resale Exemption – FAST ACT
Section 4(a)(7) provides an exemption for private resales from the SEC’s (“SEC”) registration statement requirements if certain conditions are met. One of…
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Rule 12b-25 Q & A – SEC Reporting Requirements
Form 12b-25 and Rule 12b-25 provide relief for issuers unable to meet SEC reporting requirements on time. Rule 12b-25 grants..
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Investor Relations, Stock Promotion, and Finfluencers: Securities Law Compliance Risks
Investor relations or stock promotion involves the dissemination of information about a public company and is heavily regulated by the SEC. A…
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Ask Securities Lawyer 101 l Form 12b-25 Q & A
Form 12b-25 provides an extension of public company SEC reporting requirements to certain filers which have difficulty meeting the Securities and Exchange…
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