Form S-1 registration statements provide issuers with flexibility in going public transactions. A registration statement on Form S-1 can be used to register specific securities for a company to sell to investors and specific shares for the company’s… Read More
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A Private Placement Memorandum is sometimes referred to as a confidential offering circular or an offering memorandum. A Private Placement Memorandum can be used by private companies who intend to stay private and as part of a going public transaction.
Category: Blog Posts Tags: Accredited Investor, Confidential Offering Circular, Form D, Offering Exemption, Offering Memorandum, 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)
The Securities Act of 1933, as amended (the “Securities Act”) is often referred to as the “truth in securities” law. The Securities Act requires disclosure of financial and other material information about securities that are being offered for… Read More
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Seed Capital and the Friends and Family Round Many small companies seeking to raise funds for their business raise initial seed capital from friends and family. Even when raising funds in a friends and family round, federal securities… Read More
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On January 22, 2020, the Securities and Exchange Commission (“SEC”) announced two whistleblower awards in connection with two separate SEC enforcement actions. Both whistleblowers provided significant information that helped the SEC shut down two separate fraudulent schemes involving… Read More
Category: Blog Posts Tags: dodd-frank, Penny Stock, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Whistleblower, Securities Fraud, Securities Law Defense
Due to longstanding internal control failures, MetLife has agreed to pay $10 million to settle the charge that was brought forward by the Securities and Exchange Commission (SEC). According to Reuters, which reported on the news, “The settlement… Read More
Bluefin Trading LLC and Critical Trading LLC were charged by the Securities and Exchange Commission (SEC) on December 18, 2019, for violating what is known as the “short tender rule” and “enriching themselves at the expense of other… Read More
Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction. Form S-3 provides an opportunity not available by any other SEC form.
Category: Blog Posts Tags: Class of Securities, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Form 8-A, Form 8-A registration statement, Form 8-K, Form S-1, Form S-1. Registration Statement, Form S-3, Form S-3 Attorney, Form S-3 Attorneys, Form S-3 Disclosures, Form S-3 Effective, Form S-3 Eligibility, Form S-3 Going Public, Form S-3 Lawyer, Form S-3 Lawyers, Form S-3 Registration, Form S-3 Registration Statement, Form S-3 Shell, Form S-3 Shell Company, Form S-3-K, Form S-3-Q, Go Public, Go Public Direct, Register Securities, Registration Statement, requirements, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirements, Securities Exchange Act
Blockchain technology company Blockchain of Things Inc. (BCOT) settled charges brought against them by the Securities and Exchange Commission (SEC) on December 18, 2019, for conducting an unregistered initial coin offering (ICO). The New York-based startup Blockchain of… Read More
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On December 18, 2019, the Securities and Exchange Commission made an announcement that could be a very big deal for many companies that want to go public to raise money. This announcement was a proposal that shows that… Read More
Confidential registration statements are often filed on Form S-1 as part of a going public transaction.
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The Boston and New York SEC and DOJ Charge Ulrik Debo and Kenneth Ciapal and Others The Securities and Exchange Commission (SEC) and the Department of Justice (DOJ} charged Ulrik Debo, Kenneth Ciapala, Kenneth Ciapala, and a number… Read More
Category: Blog Posts Tags: Anthony Killarney, Blacklight, Capital, Chaîne des Rôtisseurs, Christopher Lee McKnight, Ciapala, doj, Huffington Capital Corp, Kenneth Ciapala, Matveev Anton, ndrew Dale Wise, Rajesh Taneja, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Injunction, SEC Judgment, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, Steve Bajic, Taneja, The Moskowitze Report, Ulrik Debo, Wynford
The Securities and Exchange Commission (SEC) on December 18, 2019, voted to “propose rules that would require resource extraction issuers to disclose payments made to foreign governments or the U.S. federal government for the commercial development of oil,… Read More
Issuers who offer and sell securities or file an S-1 Registration Statement for selling shareholders in connection with a going public transaction will need the assistance of an experienced securities lawyer for the registration process to ensure all required SEC disclosures are provided.
Category: Blog Posts Tags: Form F-1, 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 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 Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation S-K, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, S-1 Going Public, SEC Comments, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings Published 2
Regulation A provides an exemption from registration that can be used in conjunction with a going public transaction. Regulation A has two tiers each with unique requirements and benefits.
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, Form 10, Form 8-A, 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, Register Securities, Registration Statement, Regulation 1-SA, Regulation A, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Section 12(b), Section 12(g), Securities Act, Securities Exchange Act, Securities Offering, securities offerings, Semi-annual reports on Form 1-SA
On December 18, 2019 the SEC introduced new rules and guidance for security-based swaps that transcend borders. Many interested parties trade across borders and maintain different international locales. For more information, you can read the Fact Sheet released… Read More
As we write about often on our blog, the regulatory state of CBD is in flux, and owners of CBD companies should be aware of the challenges that they have to face in the current market. The world’s… Read More
Regulation A offers an alternative to the traditional methods of filing a Registration Statement on Form S-1 or Form F-1 to raise capital and go public, while preserving some of the key benefits of those traditional registered offerings. Regulation A’s benefits:
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, 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, Rule 15c2-11, 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, tier 1, Tier 2
On Wednesday, December 18, 2019, the SEC adopted new rules 15Fi-3, 15Fi-4, and 15Fi-5, which they describe as risk mitigation techniques for uncleared security-based swaps. These rules “establish requirements for registered security-based swap dealers and major security-based swap… Read More
Form S-1 provides flexibility in going public transactions. It allows the issuer to register shares during the going public process on behalf of the issuer or shareholders.
Category: Blog Posts Tags: Form 10, 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 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 Attorneys, Going Public Lawyer, Going Public Lawyers, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public
Janardhan Nellore, a 42 year old IT administrator, has been charged with using confidential earnings information, along with his friends, to trade on a Silicon Valley cloud-computing company that he was working for. The scheme netted him and… Read More
Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, allows a company to use general solicitation and advertising to raise an unlimited amount of money from accredited investors. Companies can raise the funds themselves… Read More
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Elizabeth Warren is currently running for President as a candidate for the Democratic Party. She is also currently a United States Senator from Massachusetts. She was formerly a Professor at Harvard Law School. She was recently a front-runner… Read More
Swedish multinational corporation Telefonaktiebolaget LM Ericsson, better known as simply “Ericsson”, was charged by the Securities and Exchange Commission (SEC) “with engaging in a large-scale bribery scheme involving the use of sham consultants to secretly funnel money to… Read More
Nanotech Engineering Inc., a solar panel company based in California, has allegedly defrauded over 100 investors, and the SEC has obtained a temporary restraining order and asset freeze against the company and its three executives, Chief Financial Officer… Read More
Category: Blog Posts Tags: David Sweaney, investment, Jeffery Gange, Michael James Sweaney, nanotech, Nanotech Engineering, offering, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, solar panel
Tim Leissner, former head of Asian Investment with Goldman Sachs, has been permanently banned from the securities industry by the Securities and Exchange Commission (SEC) due to a scandal involving bribery and the Malaysian state fund 1MDB. According… Read More
Category: Blog Posts Tags: 1mdb, David Sweaney, FCPA, goldman sachs, Jeffery Gange, kimora lee simmons, malaysia, Michael James Sweaney, Nanotech Engineering, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, tim leissner
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
Christopher Collins, the first member of Congress to endorse Donald Trump for President, pleaded guilty to insider trading along with his son, on December 9, 2019. He had to change his plea, after initially claiming he was completely… Read More
Category: Blog Posts Tags: christopher collins, congress, insider trading, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, Trump, white house
On December 11, 2019, Palm Beach Atlantic Financial Group, LLC and its managing member and sole owner, William A. Smith, were charged by the Securities and Exchange Commission (SEC) “with engaging in the fraudulent offer and sale of… Read More
Category: Blog Posts Tags: atlantic financial, fraud, palm beach, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, william smith
Eran Eyal was charged by the SEC this week for selling unregistered securities and improperly using the funds that he raised. Through his Initial Coin Offering (ICO), Eyal and his company UnitedData, using the name Shopin Tokens, raised… Read More
Category: Blog Posts Tags: cryptocurrency, eran eyal, ICO, ICO Fraud, ICO Offering, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, shopin, tokens, unregistered securities
Is Form 10 Registration Different than Form S-1?
Form S-1 registration statements provide issuers with flexibility in going public transactions. A registration statement on Form S-1 can be used to register specific securities for a company to sell to investors and specific shares for the company’s… Read More
Category: Blog Posts Tags: 10-K, 10-Q, 15c-211, confidential, Confidential Form S-1, Current Report on Form 8-K, current reports, Current Reports on Form 8-K, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, DPO, Exchange Act, Financial Industry Regulatory Authority, FINRA, Form 1-A, Form 1-K, Form 1-SA, Form 1-Z, Form 10, Form 10 Listing, Form 10 Registration, Form 10 Registration Statement, Form 10-K, Form 10-Q, Form 211, Form 8-K, Form 8-K Current Report, Form 8-K SEC Disclosure and Requirements, Form 8k, Form S-1, Form S-1 Attorney, Form S-1 Lawyer, Form S-1 Listing, Form S-1 Registered Offering, Form S-1 Registered Stock, Form S-1. Registration Statement, Form S-2, Form SEC, Go Public Direct, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Iniital Public Offering, initial public offering, IPO, Market Maker, material information, nasdaq, New York Stock Exchange, nyse, OTC Markets, OTC Markets Alternative Reporting, OTC Markets and Sponsoring Market Maker, OTC Markets Attorney, OTC Markets Group, OTC Markets Lawyer, OTC Markets Link, OTC Markets Market Maker, OTC Markets OTC Pink, OTC Markets OTCQB, OTC Markets OTCQX, OTC Markets Sponsoring Market Maker, OTC Pink, OTCQX, Public Company, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Regulation C, Regulation S-K, Regulation S-X, Rule 15c2-11, S-1 Going Public, S-1 registration statement, SEC, SEC Attorney, SEC Change of Control, SEC Comments, SEC compliance, SEC Division of Corporation Finance, SEC Effectiveness, SEC Form 8-K, SEC Qualification, SEC Registration Statement, SEC Reporting, SEC reporting issuer, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act, Securities Act of 1933, Securities and Exchange Commission, Securities Attorney, trigger events, Underwriter, Underwriting, What are SEC Reporting Requirements
Raising Money For Your Business – Private Placement Memorandums
A Private Placement Memorandum is sometimes referred to as a confidential offering circular or an offering memorandum. A Private Placement Memorandum can be used by private companies who intend to stay private and as part of a going public transaction.
Category: Blog Posts Tags: Accredited Investor, Confidential Offering Circular, Form D, Offering Exemption, Offering Memorandum, 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)
The Securities Act of 1933 – Liability Provisions
The Securities Act of 1933, as amended (the “Securities Act”) is often referred to as the “truth in securities” law. The Securities Act requires disclosure of financial and other material information about securities that are being offered for… Read More
Category: Blog Posts Tags: County, dodd-frank, FBI sting, FBI Undercover, FINRA Halt, fraud, Investor Loss, Investor Victims, nasdaq, nyse, Officer Director Bar, OTC Markets, Penny Stock, Penny Stock Bar, penny stock scam, penny stock scheme, penny stock sting, ponzi scheme, Registration Statement, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Halt, SEC Injunction, SEC Investigation, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting Requirements, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Suspension, Section 17(b), Section 5 violation, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, SPAC, stock manipulation, stock scheme, trading suspension, Wells Notice
Going Public With Rule 506(b) – The Friends and Family Round
Seed Capital and the Friends and Family Round Many small companies seeking to raise funds for their business raise initial seed capital from friends and family. Even when raising funds in a friends and family round, federal securities… Read More
Category: Blog Posts Tags: Accredited Investor, Foreign Private Issuer, Form D, 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, Friends & Family Round, Friends and Family, Friends and Family Round, Go Public, Go Public Direct, going public transactions, Raise Capital, Raise Money, Register Securities, Registration Statement, Regulation A, Regulation D, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, Rule 506, Rule 506(b), Rule 506(c), SEC Exemption, SEC Registration, SEC Registration Statement, SEC Registration Statements, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 4(a)(2), Securities Exchange Act, securities offerings, Seed Capital, Seed Financing
SEC Awards Whistleblowers For Reporting Securities Fraud
On January 22, 2020, the Securities and Exchange Commission (“SEC”) announced two whistleblower awards in connection with two separate SEC enforcement actions. Both whistleblowers provided significant information that helped the SEC shut down two separate fraudulent schemes involving… Read More
Category: Blog Posts Tags: dodd-frank, Penny Stock, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Claim, SEC Defendant, SEC Defense, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Whistleblower, Securities Fraud, Securities Law Defense
MetLife Settles SEC Charges with $10 Million Payment
Due to longstanding internal control failures, MetLife has agreed to pay $10 million to settle the charge that was brought forward by the Securities and Exchange Commission (SEC). According to Reuters, which reported on the news, “The settlement… Read More
Category: Blog Posts Tags: benefits, corporate fines, enforcement, metlfe, reserves, SEC
SEC Charges Broker-Dealers With Illicitly Profiting in Partial Tender Offer
Bluefin Trading LLC and Critical Trading LLC were charged by the Securities and Exchange Commission (SEC) on December 18, 2019, for violating what is known as the “short tender rule” and “enriching themselves at the expense of other… Read More
Category: Blog Posts Tags: 14e-4, bluefin, critical, disgorgement, enforcement, partial tender offer, SEC, short, trading
Form S-3 Registration Statement Eligibility and Requirements
Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction. Form S-3 provides an opportunity not available by any other SEC form.
Category: Blog Posts Tags: Class of Securities, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Form 8-A, Form 8-A registration statement, Form 8-K, Form S-1, Form S-1. Registration Statement, Form S-3, Form S-3 Attorney, Form S-3 Attorneys, Form S-3 Disclosures, Form S-3 Effective, Form S-3 Eligibility, Form S-3 Going Public, Form S-3 Lawyer, Form S-3 Lawyers, Form S-3 Registration, Form S-3 Registration Statement, Form S-3 Shell, Form S-3 Shell Company, Form S-3-K, Form S-3-Q, Go Public, Go Public Direct, Register Securities, Registration Statement, requirements, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirements, Securities Exchange Act
Blockchain of Things Inc. (BCOT) Charged by SEC for Unregistered ICO
Blockchain technology company Blockchain of Things Inc. (BCOT) settled charges brought against them by the Securities and Exchange Commission (SEC) on December 18, 2019, for conducting an unregistered initial coin offering (ICO). The New York-based startup Blockchain of… Read More
Category: Blog Posts Tags: bcot, blockchain of things, crypto, enforcement, Exchange Act, ICO, ICO Fraud, ICO Offering, ICO Scam, investor, 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 Suit, SEC Trading Suspension, Section 10(b), Section 5, securities, Securities Act, Securities Exchange Act of 1934, Securities Fraud, Securities Law Defense, unregistered
SEC Proposes to Update Accredited Investor Definition to Increase Access
On December 18, 2019, the Securities and Exchange Commission made an announcement that could be a very big deal for many companies that want to go public to raise money. This announcement was a proposal that shows that… Read More
Category: Blog Posts Tags: Accredited Investor, Going Public, increase access, institutional buyer, investment, raising funds, rules, SEC
Confidential Submission of Draft SEC Registration Statements
Confidential registration statements are often filed on Form S-1 as part of a going public transaction.
Category: Blog Posts Tags: Confidential Registration, Confidential Registration Statement, Confidential Submission, Emerging Growth Company, Form 10, Form 10 Registration, Form 10 Registration Statement, 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, going public transactions, SEC Registration Statement, SEC Reporting Requirements, securities offerings
Ulrick Debo and Kenneth Ciapala Charged By DOJ and SEC
The Boston and New York SEC and DOJ Charge Ulrik Debo and Kenneth Ciapal and Others The Securities and Exchange Commission (SEC) and the Department of Justice (DOJ} charged Ulrik Debo, Kenneth Ciapala, Kenneth Ciapala, and a number… Read More
Category: Blog Posts Tags: Anthony Killarney, Blacklight, Capital, Chaîne des Rôtisseurs, Christopher Lee McKnight, Ciapala, doj, Huffington Capital Corp, Kenneth Ciapala, Matveev Anton, ndrew Dale Wise, Rajesh Taneja, SEC, SEC Action, SEC Administrative Proceeding, SEC Allegation, SEC Attorney, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Injunction, SEC Judgment, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Order, Steve Bajic, Taneja, The Moskowitze Report, Ulrik Debo, Wynford
SEC Proposes Disclosure Rules for Resource Extraction Issuers
The Securities and Exchange Commission (SEC) on December 18, 2019, voted to “propose rules that would require resource extraction issuers to disclose payments made to foreign governments or the U.S. federal government for the commercial development of oil,… Read More
Category: Blog Posts Tags: disclosures, gas, mandates, oil, resource extraction, SEC, sec rules, statutes
SEC Comments – Form S-1 – Going Public Lawyers
Issuers who offer and sell securities or file an S-1 Registration Statement for selling shareholders in connection with a going public transaction will need the assistance of an experienced securities lawyer for the registration process to ensure all required SEC disclosures are provided.
Category: Blog Posts Tags: Form F-1, 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 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 Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation S-K, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, S-1 Going Public, SEC Comments, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities offerings Published 2
Regulation A+ Q & A – Regulation A+ Going Public Lawyers
Regulation A provides an exemption from registration that can be used in conjunction with a going public transaction. Regulation A has two tiers each with unique requirements and benefits.
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, Form 10, Form 8-A, 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, Register Securities, Registration Statement, Regulation 1-SA, Regulation A, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Section 12(b), Section 12(g), Securities Act, Securities Exchange Act, Securities Offering, securities offerings, Semi-annual reports on Form 1-SA
SEC Improves Framework for Cross-border Security-based Swaps
On December 18, 2019 the SEC introduced new rules and guidance for security-based swaps that transcend borders. Many interested parties trade across borders and maintain different international locales. For more information, you can read the Fact Sheet released… Read More
Category: Blog Posts Tags: cross-border, Cross-border Security-based Swap, Cross-border Security-based Swaps, dodd-frank, SEC, sec rules, security-based, swaps
Amazon Bans Sale of CBD; Still Shipped Legally by USPS
As we write about often on our blog, the regulatory state of CBD is in flux, and owners of CBD companies should be aware of the challenges that they have to face in the current market. The world’s… Read More
Category: Blog Posts Tags: amazon, banned, cbd, cbd oil, cbd sale, regulations, shipped legally, usps
Practical Considerations in Regulation A+ Offerings
Regulation A offers an alternative to the traditional methods of filing a Registration Statement on Form S-1 or Form F-1 to raise capital and go public, while preserving some of the key benefits of those traditional registered offerings. Regulation A’s benefits:
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, 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, Rule 15c2-11, 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, tier 1, Tier 2
SEC Adopts New Rules 15Fi-3, 15Fi-4, and 15Fi-5
On Wednesday, December 18, 2019, the SEC adopted new rules 15Fi-3, 15Fi-4, and 15Fi-5, which they describe as risk mitigation techniques for uncleared security-based swaps. These rules “establish requirements for registered security-based swap dealers and major security-based swap… Read More
Category: Blog Posts Tags: 15Fi-3, 15Fi-4, 15Fi-5, new, rules, SEC
Form S-1 Registration, Filing and Requirements, Form S-1 and Going Public Lawyers
Form S-1 provides flexibility in going public transactions. It allows the issuer to register shares during the going public process on behalf of the issuer or shareholders.
Category: Blog Posts Tags: Form 10, 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 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 Attorneys, Going Public Lawyer, Going Public Lawyers, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public
Silicon Valley IT Administrator Charged in Insider Trading Ring
Janardhan Nellore, a 42 year old IT administrator, has been charged with using confidential earnings information, along with his friends, to trade on a Silicon Valley cloud-computing company that he was working for. The scheme netted him and… Read More
Category: Blog Posts Tags: insider trading, IT, janardhan nellore, palo alto networks, SEC, silicon valley
Accredited Investors and, Regulation D Rule 506(c) – Going Public Attorneys
Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, allows a company to use general solicitation and advertising to raise an unlimited amount of money from accredited investors. Companies can raise the funds themselves… Read More
Category: Blog Posts Tags: Accredited Crowdfunding, Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Direct Listing, Direct Listing Lawyer, Equity, Equity Offering, Exempt Offering, Form C, Form D, 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, General Solicitation, Go Public, Go Public Direct, going public transactions, offering circular, PPM, Private Placement, Private Placement Memorandum, Register Securities, Registration Statement, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding, Regulation Crowdfunding Attorney, Regulation Crowdfunding attorneys, Regulation Crowdfunding Lawyers, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation Crowdfunding SEC Reporting, Regulation Crowdfunding Securities Offering, Regulation D, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, Rule 504, Rule 504 Attorney, Rule 504 lawyer, Rule 506, Rule 506 (b), Rule 506 Attorney, Rule 506-c, Rule 506(b), Rule 506(b) attorney, Rule 506(b) lawyer, Rule 506(c), Rule 506(c) lawyer, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 4(a)(6) Crowdfunding, Section 4(a)(6) Offering, SECTION 4(A)6, Securities Act, Securities Exchange Act, Securities Exemption, Securities Offering, securities offerings
Senator Elizabeth Warren Hopes to Crack Down on Shell Companies
Elizabeth Warren is currently running for President as a candidate for the Democratic Party. She is also currently a United States Senator from Massachusetts. She was formerly a Professor at Harvard Law School. She was recently a front-runner… Read More
Category: Blog Posts Tags: corporations, elizabeth warren, Shell Companies, taxes, Trump
Telefonaktiebolaget LM Ericsson Charged with FCPA Violations
Swedish multinational corporation Telefonaktiebolaget LM Ericsson, better known as simply “Ericsson”, was charged by the Securities and Exchange Commission (SEC) “with engaging in a large-scale bribery scheme involving the use of sham consultants to secretly funnel money to… Read More
Category: Blog Posts Tags: bribery, corruption, doj, ericsson, FCPA, international, SEC
Nanotech Engineering, Michael James Sweaney, David Sweaney, and Jeffery Gange Charged by SEC
Nanotech Engineering Inc., a solar panel company based in California, has allegedly defrauded over 100 investors, and the SEC has obtained a temporary restraining order and asset freeze against the company and its three executives, Chief Financial Officer… Read More
Category: Blog Posts Tags: David Sweaney, investment, Jeffery Gange, Michael James Sweaney, nanotech, Nanotech Engineering, offering, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, solar panel
Tim Leissner Banned for Life by SEC Due to FCPA Violations
Tim Leissner, former head of Asian Investment with Goldman Sachs, has been permanently banned from the securities industry by the Securities and Exchange Commission (SEC) due to a scandal involving bribery and the Malaysian state fund 1MDB. According… Read More
Category: Blog Posts Tags: 1mdb, David Sweaney, FCPA, goldman sachs, Jeffery Gange, kimora lee simmons, malaysia, Michael James Sweaney, Nanotech Engineering, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, tim leissner
What Is a Secondary Registration Statement?
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
U.S. Rep Christopher Collins Pleads Guilty to Insider Trading
Christopher Collins, the first member of Congress to endorse Donald Trump for President, pleaded guilty to insider trading along with his son, on December 9, 2019. He had to change his plea, after initially claiming he was completely… Read More
Category: Blog Posts Tags: christopher collins, congress, insider trading, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, Trump, white house
William Smith and Palm Beach Atlantic Financial Group Charged by SEC
On December 11, 2019, Palm Beach Atlantic Financial Group, LLC and its managing member and sole owner, William A. Smith, were charged by the Securities and Exchange Commission (SEC) “with engaging in the fraudulent offer and sale of… Read More
Category: Blog Posts Tags: atlantic financial, fraud, palm beach, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, william smith
SEC: Crypto Founder Used ICO Funds for Dating and Rent
Eran Eyal was charged by the SEC this week for selling unregistered securities and improperly using the funds that he raised. Through his Initial Coin Offering (ICO), Eyal and his company UnitedData, using the name Shopin Tokens, raised… Read More
Category: Blog Posts Tags: cryptocurrency, eran eyal, ICO, ICO Fraud, ICO Offering, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations fraud, shopin, tokens, unregistered securities
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