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SEC CLEANS UP OTC MARKETS March 3, 2021 – the SEC suspended trading in Arcis Resources Corp (ARCS). A few months ago, ARCS, a defunct company, was used as a pump & dump by social media pumpers who created a fake website and fake emails showing fake communication with the company. It was the last Issuer to be given the Caveat Emptor designation by OTC Markets on THE SECTION 4(A)(2) EXEMPTION Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted DAVID C. COGGINS SENTENCED FOR $1.3 MILLION SECURITIES On Friday, May 14, 2021, David C Coggins, 42, of Miami, was sentenced to 51 months in prison, followed by 36 months of supervised release, and ordered to pay $1,305,000 in restitution for operating an investment scheme in which he used investor funds to repay other investors and misappropriated funds for himself, including to pay for personal use, a vehicle and travel. CONFIDENTIAL REGISTRATION STATEMENTS Draft registration statements may be submitted to the SEC if certain conditions are present. The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement filed pursuant to the Securities Act of 1933, as amended and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. BLUE SKY LAWS AND SECONDARY TRADING AND RESALES IN section 16(c) short sales . State Blue Sky laws apply to Regulation A Offerings for both the offer and sale of securities by the issuer and the resale by investors. A sometimes overlooked consideration in Regulation A+ offerings is how these State Blue Sky laws impact liquidity and resales by investors in the offering, referred to assecondary sales.
TD AMERITRADE TO RESTRICT ORDERS IN CAVEAT EMPTOR According to a statement posted on the TD Ameritrade website, the popular trading platform will restrict orders in Caveat Emptor designated OTC securities to liquidating trades only starting May 25, 2021.. The OTC Markets Group designates securities as Caveat Emptor to inform investors that there may be reason to exercise additional care and perform thorough due diligence before making an SEC SAYS TOXIC FUNDER JOHN M. FIFE IS AN UNREGISTERED DEALER The SEC filed an enforcement action against John Fife, an unregistered dealer and 5 companies he controlled including St. George Investments LLC and Tonaquint, Inc. According to the SEC, Fife and his companies had acted for years as securities dealers, but failed to register with the SEC and with the Financial Industry Regulatory Authority (“FINRA”) as the Securities Exchange Act of 1934 WHEN IS FORM S-1 CONFIDENTIAL? Securities Lawyer 101 Blog. Form S-1 is a common part of the going public process. In some circumstances Form S-1 filings can remain confidential prior to effectiveness. This Q&A discusses common questions we receive about confidential submissions on Form S-1. IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN 2 was the nominal president of FPL Inc. Unlike FPL, FPL Inc. was a solar power company in name only, with no active business orcontracts. 3.
SECURITIES, BUSINESS AND CROWDFUNDING LAWYERSOUR SERVICESATTORNEYSSECURITIES LAWFORENSIC LAWASK USBLOG Securities Attorneys assisting with Crowdfunding, Regulaiton A, SEC Reporting Requirements, NYSE, NASDAQ and OTC Markets, Initial & Direct Public Offerings, Going Public, SEC Reporting Requirements and Disclosures and Form S-1 and other SEC Registration Statements for clients in the U.S. London, Dubai, Israel, Italy, India, Australia andFrance.
SEC CLEANS UP OTC MARKETS March 3, 2021 – the SEC suspended trading in Arcis Resources Corp (ARCS). A few months ago, ARCS, a defunct company, was used as a pump & dump by social media pumpers who created a fake website and fake emails showing fake communication with the company. It was the last Issuer to be given the Caveat Emptor designation by OTC Markets on THE SECTION 4(A)(2) EXEMPTION Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted DAVID C. COGGINS SENTENCED FOR $1.3 MILLION SECURITIES On Friday, May 14, 2021, David C Coggins, 42, of Miami, was sentenced to 51 months in prison, followed by 36 months of supervised release, and ordered to pay $1,305,000 in restitution for operating an investment scheme in which he used investor funds to repay other investors and misappropriated funds for himself, including to pay for personal use, a vehicle and travel. CONFIDENTIAL REGISTRATION STATEMENTS Draft registration statements may be submitted to the SEC if certain conditions are present. The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement filed pursuant to the Securities Act of 1933, as amended and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. BLUE SKY LAWS AND SECONDARY TRADING AND RESALES IN section 16(c) short sales . State Blue Sky laws apply to Regulation A Offerings for both the offer and sale of securities by the issuer and the resale by investors. A sometimes overlooked consideration in Regulation A+ offerings is how these State Blue Sky laws impact liquidity and resales by investors in the offering, referred to assecondary sales.
TD AMERITRADE TO RESTRICT ORDERS IN CAVEAT EMPTOR According to a statement posted on the TD Ameritrade website, the popular trading platform will restrict orders in Caveat Emptor designated OTC securities to liquidating trades only starting May 25, 2021.. The OTC Markets Group designates securities as Caveat Emptor to inform investors that there may be reason to exercise additional care and perform thorough due diligence before making an SEC SAYS TOXIC FUNDER JOHN M. FIFE IS AN UNREGISTERED DEALER The SEC filed an enforcement action against John Fife, an unregistered dealer and 5 companies he controlled including St. George Investments LLC and Tonaquint, Inc. According to the SEC, Fife and his companies had acted for years as securities dealers, but failed to register with the SEC and with the Financial Industry Regulatory Authority (“FINRA”) as the Securities Exchange Act of 1934 WHEN IS FORM S-1 CONFIDENTIAL? Securities Lawyer 101 Blog. Form S-1 is a common part of the going public process. In some circumstances Form S-1 filings can remain confidential prior to effectiveness. This Q&A discusses common questions we receive about confidential submissions on Form S-1. IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN 2 was the nominal president of FPL Inc. Unlike FPL, FPL Inc. was a solar power company in name only, with no active business orcontracts. 3.
NINE INDIVIDUALS INDICTED IN GLOBAL RESOURCE ENERGY INC On December 17, 2020, the United States Department of Justice unsealed an Indictment against nine individuals charged in a “pump and dump” stock manipulation scheme involving Global Resource Energy Inc filed in the Northern District of Ohio, Eastern INVESTOR RELATIONS AND STOCK PROMOTION SEC ENFORCEMENT For further information about stock promotion, investor relations and stock promoters, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at info@securitieslawyer101.com or visit www.securitieslawyer101.com UNREGISTERED DEALERS Unregistered Dealers – The Scam Goes On. 2020 has been a historic year for Securities and Exchange Commission (“SEC”) enforcement action against toxic lenders as unregistered dealers. On February 20, 2020, the SEC filed an enforcement action against John Fierro and JDF Capital (SEC v. John D. Fierro and JDF Capital, Inc. ). WHAT IS A FORM 10 REGISTRATION STATEMENT? GOING PUBLIC Securities Lawyer 101 Blog. Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This blog post addresses common questions we receive from clients about Form 10 registration statements.All companies can register a class of securities on Form 10 regardless of whether they are private FORM S-1 FILING REQUIREMENTS, FILING FORM S-1, S-1 Going public using Form S-1 or Form 1-A allows issuers to chose from a variety of offering structures. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 or Form 1-A of Regulation in connection with their going public transaction. The most commonly used registration statement form is Form S-1. TIMING SEC REVIEW OF FORM S-1 REGISTRATION 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 requirements are being met. This is particularly common for a Form S-1 filing.The SEC issues comment letters for almost every type of filing under both the Securities Act of 1933 and the SecuritiesREVERSE STOCK SPLIT
Securities Lawyer 101 Blog. Reverse stock splits are often used by public companies to reduce the amount of securities outstanding. A reverse stock split can also be used by private companies in corporaterestructurings.
PENNY STOCK BARS 101 BY: BRENDA HAMILTON LAWYER Hamilton & Associates Law Group 101 Plaza Real South Suite 202 North Boca Raton, Florida 33432 Phone: 561-416-8956 Fax: 561-416-2855 https://www.securitieslawyer101.com BEWARE OF LAWYERS BEARING GIFTS Beware of Lawyers Bearing Gifts – Custodianship Shells and Reverse Mergers. The Securities and Exchange Commission (“SEC”) says it doesn’t like over-the-counter shell companies especially when reverse mergers are involved, and would like to see them gone from the marketplace. To that end, its Enforcement Division cooked up aninitiative
WHAT IS THE OTC PINK CURRENT TIER? GOING PUBLIC LAWYERS Securities Lawyer 101 Blog. Q. What is the OTC Markets OTC Pink Current Tier? A. Companies on the Pink Sheets are assigned to one of three tiers by the OTC Markets based upon the amount of disclosure the Company provides to the public. DAVID C. COGGINS SENTENCED FOR $1.3 MILLION SECURITIES On Friday, May 14, 2021, David C Coggins, 42, of Miami, was sentenced to 51 months in prison, followed by 36 months of supervised release, and ordered to pay $1,305,000 in restitution for operating an investment scheme in which he used investor funds to repay other investors and misappropriated funds for himself, including to pay for personal use, a vehicle and travel. MARK LISSER PLEADS GUILTY TO SECURITIES FRAUD CONSPIRACY Earlier today, in federal court in Central Islip, Mark Lisser pleaded guilty to securities fraud conspiracy for lying to customers about investments in shares of several companies prior to the initial public offering (IPO) of those companies.. The Department of Justice announced the Indictment against Lisser on December 1, 2020, . According to the Indictment, between October 2018 and January TWO JACKSON MEN CHARGED IN MULTI-MILLION DOLLAR FRAUD section 16(c) short sales . On May 20, 2021, Ted Brent Alexander, 55, and Jon Darrell Seawright, 49, both of Jackson, Mississippi, were indicted by a federal grand jury for their roles in a large multi-million dollar Ponzi scheme that adversely affected hundreds of victims across multiple states over about eight years. SEC CLEANS UP OTC MARKETS March 3, 2021 – the SEC suspended trading in Arcis Resources Corp (ARCS). A few months ago, ARCS, a defunct company, was used as a pump & dump by social media pumpers who created a fake website and fake emails showing fake communication with the company. It was the last Issuer to be given the Caveat Emptor designation by OTC Markets on THE SECTION 4(A)(2) EXEMPTION Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted TD AMERITRADE TO RESTRICT ORDERS IN CAVEAT EMPTOR According to a statement posted on the TD Ameritrade website, the popular trading platform will restrict orders in Caveat Emptor designated OTC securities to liquidating trades only starting May 25, 2021.. The OTC Markets Group designates securities as Caveat Emptor to inform investors that there may be reason to exercise additional care and perform thorough due diligence before making an WHAT IS A CONTROL PERSON? CONTROL SECURITIES, RESALE An “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. The term “control” (includingthe terms
SECTION 4(A)(7) RESALE EXEMPTION 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 the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws arepreempted.
WHEN IS FORM S-1 CONFIDENTIAL? Securities Lawyer 101 Blog. Form S-1 is a common part of the going public process. In some circumstances Form S-1 filings can remain confidential prior to effectiveness. This Q&A discusses common questions we receive about confidential submissions on Form S-1. WHAT IS THE OTC PINK CURRENT TIER? GOING PUBLIC LAWYERS Securities Lawyer 101 Blog. Q. What is the OTC Markets OTC Pink Current Tier? A. Companies on the Pink Sheets are assigned to one of three tiers by the OTC Markets based upon the amount of disclosure the Company provides to the public. DAVID C. COGGINS SENTENCED FOR $1.3 MILLION SECURITIES On Friday, May 14, 2021, David C Coggins, 42, of Miami, was sentenced to 51 months in prison, followed by 36 months of supervised release, and ordered to pay $1,305,000 in restitution for operating an investment scheme in which he used investor funds to repay other investors and misappropriated funds for himself, including to pay for personal use, a vehicle and travel. MARK LISSER PLEADS GUILTY TO SECURITIES FRAUD CONSPIRACY Earlier today, in federal court in Central Islip, Mark Lisser pleaded guilty to securities fraud conspiracy for lying to customers about investments in shares of several companies prior to the initial public offering (IPO) of those companies.. The Department of Justice announced the Indictment against Lisser on December 1, 2020, . According to the Indictment, between October 2018 and January TWO JACKSON MEN CHARGED IN MULTI-MILLION DOLLAR FRAUD section 16(c) short sales . On May 20, 2021, Ted Brent Alexander, 55, and Jon Darrell Seawright, 49, both of Jackson, Mississippi, were indicted by a federal grand jury for their roles in a large multi-million dollar Ponzi scheme that adversely affected hundreds of victims across multiple states over about eight years. SEC CLEANS UP OTC MARKETS March 3, 2021 – the SEC suspended trading in Arcis Resources Corp (ARCS). A few months ago, ARCS, a defunct company, was used as a pump & dump by social media pumpers who created a fake website and fake emails showing fake communication with the company. It was the last Issuer to be given the Caveat Emptor designation by OTC Markets on THE SECTION 4(A)(2) EXEMPTION Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted TD AMERITRADE TO RESTRICT ORDERS IN CAVEAT EMPTOR According to a statement posted on the TD Ameritrade website, the popular trading platform will restrict orders in Caveat Emptor designated OTC securities to liquidating trades only starting May 25, 2021.. The OTC Markets Group designates securities as Caveat Emptor to inform investors that there may be reason to exercise additional care and perform thorough due diligence before making an WHAT IS A CONTROL PERSON? CONTROL SECURITIES, RESALE An “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. The term “control” (includingthe terms
SECTION 4(A)(7) RESALE EXEMPTION 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 the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws arepreempted.
WHEN IS FORM S-1 CONFIDENTIAL? Securities Lawyer 101 Blog. Form S-1 is a common part of the going public process. In some circumstances Form S-1 filings can remain confidential prior to effectiveness. This Q&A discusses common questions we receive about confidential submissions on Form S-1. WHAT IS THE OTC PINK CURRENT TIER? GOING PUBLIC LAWYERS Securities Lawyer 101 Blog. Q. What is the OTC Markets OTC Pink Current Tier? A. Companies on the Pink Sheets are assigned to one of three tiers by the OTC Markets based upon the amount of disclosure the Company provides to the public. TWO JACKSON MEN CHARGED IN MULTI-MILLION DOLLAR FRAUD section 16(c) short sales . On May 20, 2021, Ted Brent Alexander, 55, and Jon Darrell Seawright, 49, both of Jackson, Mississippi, were indicted by a federal grand jury for their roles in a large multi-million dollar Ponzi scheme that adversely affected hundreds of victims across multiple states over about eight years. DAVID C. COGGINS SENTENCED FOR $1.3 MILLION SECURITIES On Friday, May 14, 2021, David C Coggins, 42, of Miami, was sentenced to 51 months in prison, followed by 36 months of supervised release, and ordered to pay $1,305,000 in restitution for operating an investment scheme in which he used investor funds to repay other investors and misappropriated funds for himself, including to pay for personal use, a vehicle and travel. SEC AMENDS RULE 15C2-11, FORM 211 AMENDMENTS SEC Amends Rule 15c2-11, Form 211 Amendments. On September 16, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to Securities Exchange Act Rule 15c2-11. In early 2020, we wrote about amendments to Rule 15c2-11 that were proposed by the SEC in September 2019. The object of the proposed changes was, accordingto the
BLUE SKY LAWS AND SECONDARY TRADING AND RESALES IN section 16(c) short sales . State Blue Sky laws apply to Regulation A Offerings for both the offer and sale of securities by the issuer and the resale by investors. A sometimes overlooked consideration in Regulation A+ offerings is how these State Blue Sky laws impact liquidity and resales by investors in the offering, referred to assecondary sales.
CONFIDENTIAL REGISTRATION STATEMENTS Draft registration statements may be submitted to the SEC if certain conditions are present. The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement filed pursuant to the Securities Act of 1933, as amended and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. REGULATION CF CROWDFUNDING Section 4 (a) (6) of the Securities Act of 1933, as amended (the “Securities Act” is also known as Regulation CF. These rules have made it easier for companies to raise money from a wider range of investors than ever before. Traditional crowdfunding models may or may not involve the offer and sale of a security, but if so, the issuermust
SEC SAYS TOXIC FUNDER JOHN M. FIFE IS AN UNREGISTERED DEALER The SEC filed an enforcement action against John Fife, an unregistered dealer and 5 companies he controlled including St. George Investments LLC and Tonaquint, Inc. According to the SEC, Fife and his companies had acted for years as securities dealers, but failed to register with the SEC and with the Financial Industry Regulatory Authority (“FINRA”) as the Securities Exchange Act of 1934 FORM S-1 FILING REQUIREMENTS, FILING FORM S-1, S-1 Going public using Form S-1 or Form 1-A allows issuers to chose from a variety of offering structures. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 or Form 1-A of Regulation in connection with their going public transaction. The most commonly used registration statement form is Form S-1. RULE 506(B) OFFERINGS : EVERYTHING YOU NEED TO KNOW Rule 506(b) Offerings – Regulation D Offerings. Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts from SEC registration, transactions by an issuer not involving a public offering.Rule 506(b) of Regulation D of the Securities Actprovides a
RULE 506(C) OFFERINGS: EVERYTHING YOU NEED TO KNOW Rule 506 (c) Offerings: Everything You Need to Know. Issuers can advertise their securities offerings under Rule 506 (c) of Regulation D. Upon its implementation in 2013, Rule 506 (c) removed the 80-year prohibition against the general solicitation and advertising of private placements. Since the rule change, issuers have been bombardedwith
DAVID C. COGGINS SENTENCED FOR $1.3 MILLION SECURITIES On Friday, May 14, 2021, David C Coggins, 42, of Miami, was sentenced to 51 months in prison, followed by 36 months of supervised release, and ordered to pay $1,305,000 in restitution for operating an investment scheme in which he used investor funds to repay other investors and misappropriated funds for himself, including to pay for personal use, a vehicle and travel. MARK LISSER PLEADS GUILTY TO SECURITIES FRAUD CONSPIRACY Earlier today, in federal court in Central Islip, Mark Lisser pleaded guilty to securities fraud conspiracy for lying to customers about investments in shares of several companies prior to the initial public offering (IPO) of those companies.. The Department of Justice announced the Indictment against Lisser on December 1, 2020, . According to the Indictment, between October 2018 and January TWO JACKSON MEN CHARGED IN MULTI-MILLION DOLLAR FRAUD section 16(c) short sales . On May 20, 2021, Ted Brent Alexander, 55, and Jon Darrell Seawright, 49, both of Jackson, Mississippi, were indicted by a federal grand jury for their roles in a large multi-million dollar Ponzi scheme that adversely affected hundreds of victims across multiple states over about eight years. SEC CLEANS UP OTC MARKETS March 3, 2021 – the SEC suspended trading in Arcis Resources Corp (ARCS). A few months ago, ARCS, a defunct company, was used as a pump & dump by social media pumpers who created a fake website and fake emails showing fake communication with the company. It was the last Issuer to be given the Caveat Emptor designation by OTC Markets on THE SECTION 4(A)(2) EXEMPTION Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted TD AMERITRADE TO RESTRICT ORDERS IN CAVEAT EMPTOR According to a statement posted on the TD Ameritrade website, the popular trading platform will restrict orders in Caveat Emptor designated OTC securities to liquidating trades only starting May 25, 2021.. The OTC Markets Group designates securities as Caveat Emptor to inform investors that there may be reason to exercise additional care and perform thorough due diligence before making an WHAT IS A CONTROL PERSON? CONTROL SECURITIES, RESALE An “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. The term “control” (includingthe terms
SECTION 4(A)(7) RESALE EXEMPTION 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 the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws arepreempted.
WHEN IS FORM S-1 CONFIDENTIAL? Securities Lawyer 101 Blog. Form S-1 is a common part of the going public process. In some circumstances Form S-1 filings can remain confidential prior to effectiveness. This Q&A discusses common questions we receive about confidential submissions on Form S-1. WHAT IS THE OTC PINK CURRENT TIER? GOING PUBLIC LAWYERS Securities Lawyer 101 Blog. Q. What is the OTC Markets OTC Pink Current Tier? A. Companies on the Pink Sheets are assigned to one of three tiers by the OTC Markets based upon the amount of disclosure the Company provides to the public. DAVID C. COGGINS SENTENCED FOR $1.3 MILLION SECURITIES On Friday, May 14, 2021, David C Coggins, 42, of Miami, was sentenced to 51 months in prison, followed by 36 months of supervised release, and ordered to pay $1,305,000 in restitution for operating an investment scheme in which he used investor funds to repay other investors and misappropriated funds for himself, including to pay for personal use, a vehicle and travel. MARK LISSER PLEADS GUILTY TO SECURITIES FRAUD CONSPIRACY Earlier today, in federal court in Central Islip, Mark Lisser pleaded guilty to securities fraud conspiracy for lying to customers about investments in shares of several companies prior to the initial public offering (IPO) of those companies.. The Department of Justice announced the Indictment against Lisser on December 1, 2020, . According to the Indictment, between October 2018 and January TWO JACKSON MEN CHARGED IN MULTI-MILLION DOLLAR FRAUD section 16(c) short sales . On May 20, 2021, Ted Brent Alexander, 55, and Jon Darrell Seawright, 49, both of Jackson, Mississippi, were indicted by a federal grand jury for their roles in a large multi-million dollar Ponzi scheme that adversely affected hundreds of victims across multiple states over about eight years. SEC CLEANS UP OTC MARKETS March 3, 2021 – the SEC suspended trading in Arcis Resources Corp (ARCS). A few months ago, ARCS, a defunct company, was used as a pump & dump by social media pumpers who created a fake website and fake emails showing fake communication with the company. It was the last Issuer to be given the Caveat Emptor designation by OTC Markets on THE SECTION 4(A)(2) EXEMPTION Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted TD AMERITRADE TO RESTRICT ORDERS IN CAVEAT EMPTOR According to a statement posted on the TD Ameritrade website, the popular trading platform will restrict orders in Caveat Emptor designated OTC securities to liquidating trades only starting May 25, 2021.. The OTC Markets Group designates securities as Caveat Emptor to inform investors that there may be reason to exercise additional care and perform thorough due diligence before making an WHAT IS A CONTROL PERSON? CONTROL SECURITIES, RESALE An “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. The term “control” (includingthe terms
SECTION 4(A)(7) RESALE EXEMPTION 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 the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws arepreempted.
WHEN IS FORM S-1 CONFIDENTIAL? Securities Lawyer 101 Blog. Form S-1 is a common part of the going public process. In some circumstances Form S-1 filings can remain confidential prior to effectiveness. This Q&A discusses common questions we receive about confidential submissions on Form S-1. WHAT IS THE OTC PINK CURRENT TIER? GOING PUBLIC LAWYERS Securities Lawyer 101 Blog. Q. What is the OTC Markets OTC Pink Current Tier? A. Companies on the Pink Sheets are assigned to one of three tiers by the OTC Markets based upon the amount of disclosure the Company provides to the public. TWO JACKSON MEN CHARGED IN MULTI-MILLION DOLLAR FRAUD section 16(c) short sales . On May 20, 2021, Ted Brent Alexander, 55, and Jon Darrell Seawright, 49, both of Jackson, Mississippi, were indicted by a federal grand jury for their roles in a large multi-million dollar Ponzi scheme that adversely affected hundreds of victims across multiple states over about eight years. SIX INDIVIDUALS CHARGED WITH A MULTI-MILLION DOLLAR SCHEME Six Individuals Charged with a Multi-Million Dollar Scheme to Peddle Fraudulent Stocks. On Wednesday, April 7th, six South Florida residents were indicted by a federal grand jury on charges that they defrauded investors of approximately $21 million by falsely claiming that the investors’ money would go towards the development of alucrative
SEC AMENDS RULE 15C2-11, FORM 211 AMENDMENTS On September 16, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to Securities Exchange Act Rule 15c2-11. In early 2020, we wrote about amendments to Rule 15c2-11 that were proposed by the SEC in September 2019. The object of the proposed changes was, according to the regulator, to ensure that over-the-counter issuers—better known as penny stocks—would make CONFIDENTIAL REGISTRATION STATEMENTS Draft registration statements may be submitted to the SEC if certain conditions are present. The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement filed pursuant to the Securities Act of 1933, as amended and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. BLUE SKY LAWS AND SECONDARY TRADING AND RESALES IN section 16(c) short sales . State Blue Sky laws apply to Regulation A Offerings for both the offer and sale of securities by the issuer and the resale by investors. A sometimes overlooked consideration in Regulation A+ offerings is how these State Blue Sky laws impact liquidity and resales by investors in the offering, referred to assecondary sales.
OTC MARKETS POLICIES ON SECTION 17(B) AND STOCK PROMOTION The SEC and Section 17(b) Stock Promotion. In the over-the-counter equities market, paid stock promotion has long been of concern to the Securities and Exchange Commission (“SEC”) and to responsible market participants. Recently the OTC Markets has taken an interest in the rules that apply to investor activities and promotion of the issuers on their platform. SEC SAYS TOXIC FUNDER JOHN M. FIFE IS AN UNREGISTERED DEALER The SEC filed an enforcement action against John Fife, an unregistered dealer and 5 companies he controlled including St. George Investments LLC and Tonaquint, Inc. According to the SEC, Fife and his companies had acted for years as securities dealers, but failed to register with the SEC and with the Financial Industry Regulatory Authority (“FINRA”) as the Securities Exchange Act of 1934 WHAT IS THE OTC PINK CURRENT TIER? GOING PUBLIC LAWYERS Securities Lawyer 101 Blog. Q. What is the OTC Markets OTC Pink Current Tier? A. Companies on the Pink Sheets are assigned to one of three tiers by the OTC Markets based upon the amount of disclosure the Company provides to the public. RULE 506(B) OFFERINGS : EVERYTHING YOU NEED TO KNOW Rule 506(b) Offerings – Regulation D Offerings. Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts from SEC registration, transactions by an issuer not involving a public offering.Rule 506(b) of Regulation D of the Securities Actprovides a
RULE 506(C) OFFERINGS: EVERYTHING YOU NEED TO KNOW Rule 506 (c) Offerings: Everything You Need to Know. Issuers can advertise their securities offerings under Rule 506 (c) of Regulation D. Upon its implementation in 2013, Rule 506 (c) removed the 80-year prohibition against the general solicitation and advertising of private placements. Since the rule change, issuers have been bombardedwith
SECURITIES, BUSINESS AND CROWDFUNDING LAWYERSOUR SERVICESATTORNEYSSECURITIES LAWFORENSIC LAWASK USBLOGSECURITIES LAWYER DESKTOPSECURITIES LAWYER JOBSECURITIES LAWYER NEAR MEGARCIA HAMILTON AND ASSOCIATESHAMILTON AND ASSOCIATES CPASECURITIES ATTORNEY NEW YORK Securities Attorneys assisting with Crowdfunding, Regulaiton A, SEC Reporting Requirements, NYSE, NASDAQ and OTC Markets, Initial & Direct Public Offerings, Going Public, SEC Reporting Requirements and Disclosures and Form S-1 and other SEC Registration Statements for clients in the U.S. London, Dubai, Israel, Italy, India, Australia andFrance.
THE SECTION 4(A)(2) EXEMPTION Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted OTC MARKETS POLICIES ON SECTION 17(B) AND STOCK PROMOTIONOTC MARKETS STOCK EXCHANGEOTC MARKET STOCK LISTOTC STOCK LIST AND PRICESECTION 12 REGISTERED SECURITIESSECTION 4 2 SECURITIES EXEMPTIONOTC STOCK PRICESTODAY
The SEC and Section 17(b) Stock Promotion. In the over-the-counter equities market, paid stock promotion has long been of concern to the Securities and Exchange Commission (“SEC”) and to responsible market participants. Recently the OTC Markets has taken an interest in the rules that apply to investor activities and promotion of the issuers on their platform. WHAT IS A FORM 10 REGISTRATION STATEMENT? GOING PUBLIC Securities Lawyer 101 Blog. Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This blog post addresses common questions we receive from clients about Form 10 registration statements.All companies can register a class of securities on Form 10 regardless of whether they are private SEC SAYS TOXIC FUNDER JOHN M. FIFE IS AN UNREGISTERED DEALER The SEC filed an enforcement action against John Fife, an unregistered dealer and 5 companies he controlled including St. George Investments LLC and Tonaquint, Inc. According to the SEC, Fife and his companies had acted for years as securities dealers, but failed to register with the SEC and with the Financial Industry Regulatory Authority (“FINRA”) as the Securities Exchange Act of 1934 SECTION 4(A)(7) RESALE EXEMPTION 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 the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws arepreempted.
WHAT IS A REGULATION S OFFERING? GOING PUBLIC LAWYERS What is a Regulation S Offering? Going Public Lawyers. Foreign private issuers may raise capital in the U.S. by registering an offering registered on a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or by selling securitiesthat
SEC PERIODIC REPORTING & COMPLIANCEPERIODIC REPORT DEFINITIONPERIODICREPORT SAMPLE
More information about periodic reporting on public company websites can be found here. For further information about SEC periodic reports post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at info@securitieslawyer101.com or visit www.securitieslawyer101.com . RULE 506(B) OFFERINGS : EVERYTHING YOU NEED TO KNOW Rule 506(b) Offerings – Regulation D Offerings. Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts from SEC registration, transactions by an issuer not involving a public offering.Rule 506(b) of Regulation D of the Securities Act provides a “safe harbor” under Section 4(a)(2). PAYING CONSULTANTS WITH STOCK Hamilton & Associates Law Group 101 Plaza Real South Suite 202 North Boca Raton, Florida 33432 Phone: 561-416-8956 Fax: 561-416-2855 https://www.securitieslawyer101.com SECURITIES, BUSINESS AND CROWDFUNDING LAWYERSOUR SERVICESATTORNEYSSECURITIES LAWFORENSIC LAWASK USBLOGSECURITIES LAWYER DESKTOPSECURITIES LAWYER JOBSECURITIES LAWYER NEAR MEGARCIA HAMILTON AND ASSOCIATESHAMILTON AND ASSOCIATES CPASECURITIES ATTORNEY NEW YORK Securities Attorneys assisting with Crowdfunding, Regulaiton A, SEC Reporting Requirements, NYSE, NASDAQ and OTC Markets, Initial & Direct Public Offerings, Going Public, SEC Reporting Requirements and Disclosures and Form S-1 and other SEC Registration Statements for clients in the U.S. London, Dubai, Israel, Italy, India, Australia andFrance.
THE SECTION 4(A)(2) EXEMPTION Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted OTC MARKETS POLICIES ON SECTION 17(B) AND STOCK PROMOTIONOTC MARKETS STOCK EXCHANGEOTC MARKET STOCK LISTOTC STOCK LIST AND PRICESECTION 12 REGISTERED SECURITIESSECTION 4 2 SECURITIES EXEMPTIONOTC STOCK PRICESTODAY
The SEC and Section 17(b) Stock Promotion. In the over-the-counter equities market, paid stock promotion has long been of concern to the Securities and Exchange Commission (“SEC”) and to responsible market participants. Recently the OTC Markets has taken an interest in the rules that apply to investor activities and promotion of the issuers on their platform. WHAT IS A FORM 10 REGISTRATION STATEMENT? GOING PUBLIC Securities Lawyer 101 Blog. Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This blog post addresses common questions we receive from clients about Form 10 registration statements.All companies can register a class of securities on Form 10 regardless of whether they are private SEC SAYS TOXIC FUNDER JOHN M. FIFE IS AN UNREGISTERED DEALER The SEC filed an enforcement action against John Fife, an unregistered dealer and 5 companies he controlled including St. George Investments LLC and Tonaquint, Inc. According to the SEC, Fife and his companies had acted for years as securities dealers, but failed to register with the SEC and with the Financial Industry Regulatory Authority (“FINRA”) as the Securities Exchange Act of 1934 SECTION 4(A)(7) RESALE EXEMPTION 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 the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws arepreempted.
WHAT IS A REGULATION S OFFERING? GOING PUBLIC LAWYERS What is a Regulation S Offering? Going Public Lawyers. Foreign private issuers may raise capital in the U.S. by registering an offering registered on a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or by selling securitiesthat
SEC PERIODIC REPORTING & COMPLIANCEPERIODIC REPORT DEFINITIONPERIODICREPORT SAMPLE
More information about periodic reporting on public company websites can be found here. For further information about SEC periodic reports post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at info@securitieslawyer101.com or visit www.securitieslawyer101.com . RULE 506(B) OFFERINGS : EVERYTHING YOU NEED TO KNOW Rule 506(b) Offerings – Regulation D Offerings. Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts from SEC registration, transactions by an issuer not involving a public offering.Rule 506(b) of Regulation D of the Securities Act provides a “safe harbor” under Section 4(a)(2). PAYING CONSULTANTS WITH STOCK Hamilton & Associates Law Group 101 Plaza Real South Suite 202 North Boca Raton, Florida 33432 Phone: 561-416-8956 Fax: 561-416-2855 https://www.securitieslawyer101.com SECTION 4(A)(7) RESALE EXEMPTION 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 the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws arepreempted.
WHAT IS A CONTROL PERSON? CONTROL SECURITIES, RESALE An “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. The term “control” (includingthe terms
NINE INDIVIDUALS INDICTED IN GLOBAL RESOURCE ENERGY INC On December 17, 2020, the United States Department of Justice unsealed an Indictment against nine individuals charged in a “pump and dump” stock manipulation scheme involving Global Resource Energy Inc filed in the Northern District of Ohio, Eastern Division.. Charged and arrested in the case were: Thomas Collins, a relative of the GBEN executive officer, Cathy Collins, described as owning RULE 506(B) OFFERINGS : EVERYTHING YOU NEED TO KNOW Rule 506(b) Offerings – Regulation D Offerings. Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts from SEC registration, transactions by an issuer not involving a public offering.Rule 506(b) of Regulation D of the Securities Actprovides a
FORM S-1 FILING REQUIREMENTS, FILING FORM S-1, S-1 Going public using Form S-1 or Form 1-A allows issuers to chose from a variety of offering structures. Private companies seeking to raise capital often file a registration statement on SEC Form S-1 or Form 1-A of Regulation in connection with their going public transaction. The most commonly used registration statement form is Form S-1. WHAT CAUSES AN SEC INVESTIGATION? SECURITIES LAWYER 101 Hamilton & Associates Law Group 101 Plaza Real South Suite 202 North Boca Raton, Florida 33432 Phone: 561-416-8956 Fax: 561-416-2855 https://www.securitieslawyer101.com PAYING CONSULTANTS WITH STOCK It has become almost routine for OTC Markets listed issuers to pay for consulting services with their restricted shares of common stock. The tradability of shares that can be issued to consultants is impacted by whether the company issuing the shares is reporting with the Securities & Exchange Commission (“SEC”) and whether the issuer has ever been a shell company (“Shell Company”) as NANOTECH ENGINEERING, MICHAEL JAMES SWEANEY, DAVID SWEANEY 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 Michael James Sweaney, Chief Executive Officer David Sweaney, and Chief Operating OfficerJeffery Gange.
GUIDE TO USING THE JOBS ACT IN DIRECT PUBLIC OFFERINGS Securities Lawyer 101 Blog. The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions. The JOBS Act relaxed the rules and regulations applicable to direct public offerings and the going public process. As explained below, the amendments relax the rules ROSALIND HERMAN SENTENCED TO 7 YEARS, ORDERED TO PAY Rosalind Herman Sentenced to 7 Years, Ordered to Pay Nearly $2 Million in Restitution. On July 27, 2016, Rosalind Herman, a relief defendant in an ongoing SEC fraud action, was sentenced to seven years in federal prison and ordered to pay $1,819,391 in restitution in a parallel criminal case. Herman and her business partner, GreggCaplitz, were
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Rule 506(c) under the JOBS Act fundamentally changes the way unregistered offerings may be conducted. While the rule imposes stringent requirements, these requirements are manageable for issuers with effective compliance strategies into place. Because of the JOBS Act and new… Read More*
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Regulation A+ is designed to facilitate smaller companies’ access to capital by providing an alternative to direct public offerings/DPO’s and initial public offerings/IPO’s. Regulation A+’s new rules provide investors with more investment choices and issuers with more capital raising options during… Read More*
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Pump and dump schemes, false financial statements, Ponzi schemes and other types of white collar crimes cost investors billions of dollars each year. Forensic Attorneys are private attorneys who investigate these types of white collar crime. White collar crimes… Read More*
DIRECT PUBLIC OFFERING ATTORNEYS – SECURITIES LAWYER 101 To ensure the proper structure, a Direct Public Offering Attorney should be engaged in the initial stages of the going public process even before a filing is made with the SEC or money is raised in a securities offering. A company can use a Form S-1 registration statement to register securities* 1
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SEC CHARGES U.S. PROMOTERS OF $2 BILLION GLOBAL CRYPTO LENDINGSECURITIES OFFERING
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On May 28, 2021, the SEC announced charges against five individuals alleging that they promoted a global unregistered digital asset securities offering that raised over $2 billion from retail investors. THE SEC JUST SUSPENDED MY STOCK! NOW WHAT?Sharing is caring!
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It can be the worst feeling in the world. You wake up, get your trading station all ready for a new day of profitable trading, but then the unthinkable happens. The market opens, but not that volatile issuer that had been running big, making your trading account look sogood.
SEC CHARGES HEALTHCARE COMPANY AND ITS FOUNDER WITH MULTIMILLIONDOLLAR FRAUD
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On May 19, 2021, the Securities and Exchange Commission charged a New Jersey-based healthcare company and its founder, Josiah David (formerly known as Dennis Lee), with fraudulently raising nearly $4 million from over 130 investors nationwide through the sale of membership units in the company. TWO JACKSON MEN CHARGED IN MULTI-MILLION DOLLAR FRAUD SCHEMECONSPIRACY
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On May 20, 2021, Ted Brent Alexander and Jon Darrell Seawright both of Jackson, Mississippi, were indicted by a federal grand jury for their roles in a large multi-million dollar Ponzi scheme that adversely affected hundreds of victims across multiple states over about eightyears.
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