Securities Offering Exemption – SEC Concept Release
Going Public Lawyer SEC Concept Release on Harmonization of Securities Offering Exemptions In the wake of the stock market crash of 1929, the public had lost confidence in the entirely unregulated U.S....
View ArticleDormant Shell Companies For Reverse Mergers Suspended by the SEC While...
Its object is to render useless and worthless dormant shell companies that might otherwise be hijacked, used in reverse mergers, and ultimately pumped and dumped.
View ArticlePublic Company SEC Reporting Requirements – Form S-1 Disclosures
Once the SEC staff declares your company’s Securities Act registration statement on Form S-1 effective, the public company becomes subject to the SEC's reporting requirements .
View ArticleForm 8-A and Form 10 Registration Statements – Securities Lawyer 101
Form 10 and 8-A can be used to register both debt and equity securities. Upon effectiveness, the issuer becomes subject to SEC reporting requirements. This is different from a Securities Act...
View ArticleWhat is a Form 8-A Registration Statement? Securities Lawyer 101
Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act that registers a class of an issuer’s securities. Form 8-A allows short form disclosures.
View ArticleWhat is Form 10 Information? Going Public Attorneys
A Form 10 registration status can cure public shell company status and has been used by many companies after reverse mergers. Rule 144 is available to shareholders of former shell companies if:
View ArticleWhen Does the SEC Review A Form S-1 Registration Statement? Securities Lawyer...
The Division of Corporation Finance of the Securities and Exchange Commission (SEC) reviews filings and provides companies going public with comments on filings to ensure that its disclosure...
View ArticleThe SEC Addresses COVID-19 Disclosure Requirements – Securities Lawyer 101
The SEC Addresses COVID-19 Disclosure Requirements Earlier this month, the Securities and Exchange Commission (the “SEC”) addressed COVID-19 disclosure requirements in a release reminding companies...
View ArticleDeadlines for SEC Reporting Requirements Extended Due to COVID-19
On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued an order (the “SEC Order”) providing extensions to SEC reporting requirements deadlines for issuers affected by COVID‑19,...
View ArticleWhy Form 10 Shells Are High Risk – Form 10 Reverse Mergers
Many issuers seeking to raise capital often attempt to go public using a reverse merger with a Form 10 public shell company. Shell companies that file a Form 10 have pitfalls for unsuspecting private...
View ArticlePublic Company SEC Reporting Requirements -SEC Requirements to Go Public,...
Public Company SEC Reporting Requirements - SEC Requirements to Go Public, Going Public Attorneys. Companies filing registration statements with the SEC become subject to the SEC reporting requirements...
View ArticleWill Going Public Help Me Raise Capital? Going Public Attorneys
Going public is frequently used as a stepping stone by companies seeking to raise capital.
View ArticleRule 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..
View ArticleWill Form 12b-25 Extend 10-Q’s Due Date? l Securities Lawyer 101
Form 12b-25 provides the issuer with a 5 day extension within which to file the Form 10-Q or 15 days for a Form 10-K.
View ArticleAsk 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 Commission’s (“SEC”) reporting due dates.
View ArticleS-1 Registration Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers
S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers - The process of going public using Form S-1 must be structured properly to be successful. Form S-1 is one of the most common forms...
View ArticleForm S-1 Selling Shareholders Disclosures – Going Public Lawyers
Securities Lawyer 101 Blog Companies going public have a variety of structures for their transactions. Companies can sell shares in reliance upon Rule 506 of Regulation D and file a selling shareholder...
View ArticleForm 10-Q Requirements l Securities Lawyer 101 Blog
Securities Lawyer 101 Securities Lawyer 101 Blog Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended...
View ArticleAuditor Review of Form 10-Q l Securities Lawyer 101
Securities Lawyer 101 Securities Lawyer 101 Blog Form 10-Q is used to file quarterly reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). Rules 13(a)-13...
View ArticleGoing Public – Regulation A+ – IPO Alternative
Securities Lawyer 101 Regulation A contains two exemptions with unique requirements and benefits. Regulation A Tier 1 and Tier 2 allow the issuer to raise up to $20 million and $50 million,...
View ArticleForm 10-Q Quarterly Reports, Filing Requirements l Going Public Lawyer
Securities Lawyer 101 Publicly traded companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),...
View ArticleWhat Is SEC Periodic Reporting?
Securities Lawyer 101 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...
View ArticleSEC Obtains Default Judgment in Edgar Hacking Case
Securities Lawyer 101 On July 29, 2021, the United States District Court for the District of New Jersey entered a default judgment against Oleksandr Ieremenko and Andrey Sarafanov, who were charged in...
View ArticleOTC Markets Listing and Quotation – OTCQB Requirements
Securities Lawyer 101 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...
View ArticleGoing Public and Direct Public Offerings Provide Benefits in 2022
Securities Lawyer 101 Going public is still considered a benefit to issuers seeking to raise capital or obtain recognition of their business. Even in a down economy, private companies seek the...
View ArticleIPO v Direct Listing Go Public Direct
Securities Lawyer 101 IPO v Direct Listing Go Public Direct FAQ Q: How is going public with a direct listing to the NASDAQ Capital Market different than the traditional IPO listing to NASDAQ Capital...
View ArticleSEC Registration Statements And Direct Public Offerings Q & A
Securities Lawyer 101 SEC Registration Statements And Direct Public Offerings Q & A Filing a Form S-1 registration statement is the most efficient and reliable method for a private company to...
View Article2024 Form 10K and 10-K Deadlines Chart
Securities Lawyer 101 Periodic Report Large Accelerated Filers Accelerated Filers Non-Accelerated Filers Form 10-K for Fiscal Year Ended December 31, 2023 February 29, 2024 March 15, 2024...
View ArticleSEC Periodic Reporting
Securities Lawyer 101 Companies become subject to the SEC’s periodic reporting requirements in several ways, including by filing a registration under the Securities Act of 1933, as amended or pursuant...
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