A Drill Down On Rule 506 Of Regulation D

On June 18, 2019, the SEC issued a 211-page concept release and request for public comment on ways to simplify, harmonize, and improve the exempt (private) offering framework.  The concept release seeks input on whether changes should be made to improve the consistency, accessibility, and effectiveness of the SEC’s exemptions for both companies and investors, including identifying potential overlap or gaps within the framework.  See HERE for my blog on the release.  As the topic of private exemptions becomes front and center, it is a good time to blog about the most commonly used of those exemptions, Rule 506.

Ever since the National Securities Markets Improvement Act of 1996 (“NSMIA”) amended Section 18 of the Securities Act to pre-empt state blue sky review of specified securities and offerings including offerings made in reliance on Rule 506 of Regulation D under the Securities Act of 1933 (“Securities Act), the vast majority of private capital raises are completed relying on Rule 506.  For more information on the NSMIA, see HERE and HERE.

Introduction

As I have repeated many times, all sales of securities must either be registered in accordance with the Securities Act or have an available exemption from registration.  Section 4(a)(2) of the Securities Act exempts transactions by an issuer not involving a public offering, from the Act’s registration requirements.  The Supreme Court case of SEC v. Ralston Purina Co. and its progeny Doran v. Petroleum Management Corp. and Hill York Corp. v. American Int’l Franchises, Inc. together with Securities Act Release No. 4552 set out the criteria for determining whether an offering is public or private and therefore the availability of Section 4(a)(2).  In order to qualify as a private placement, the persons to whom the offer is made must be sophisticated and able to fend for themselves without the protection of the Securities Act and must be given access to the type of information normally provided in a prospectus.

Furthermore, all facts and circumstances must be considered including the relationship between the offerees and the issuer, and the nature, scope, size, type, and manner of the offering.  Section 4(a)(2) does not limit the amount a company can raise or the amount any investor can invest.  Purchasers receive restricted securities which can only be resold in accordance with a registration exemption.  Regulation D itself does not provide for any resale exemptions and is only available for the issuance and sale of securities by the issuer.  Historically a private offering always prohibited general solicitation or advertising.

Rule 506 is “safe harbor” promulgated under Section 4(a)(2).  That is, if all of the requirements of Rule 506 are complied with, then the exemption under Section 4(a)(2) would likewise be complied with. An issuer can rely directly on Section 4(a)(2) without regard to Rule 506; however, Section 4(a)(2) alone does not pre-empt state law and thus requires blue sky compliance.

Effective September 2013, the SEC adopted final rules eliminating the prohibition against general solicitation and advertising in Rule 506 by bifurcating the rule into two separate offering exemptions.  The historical Rule 506 was renumbered to Rule 506(b) new rule 506(c) was enacted.  Rule 506(b) allows offers and sales to an unlimited number of accredited investors and up to 35 unaccredited investors, provided however that if any unaccredited investors are included in the offering, certain delineated disclosures, including an audited balance sheet and financial statements, are provided to potential investors. Rule 506(b) prohibits the use of any general solicitation or advertising in association with the offering.

Rule 506(c) allows for general solicitation and advertising; however, all sales must be strictly made to accredited investors and this adds a burden of verifying such accredited status to the issuing company. In a 506(c) offering, it is not enough for the investor to check a box confirming that they are accredited, as it is with a 506(b) offering.

At the same time, the SEC imposed bad actor disclosure and disqualification provisions to the rules.  The bad actor provision disqualifies the use of Rule 506 as a result of certain convictions, cease and desist orders, suspensions and bars (“disqualifying events”) that occur on or after September 23, 2013, and adds disclosure obligation in Rule 506(e) for disqualifying events that occurred prior to September 23, 2013 (see HERE).

Offerings under both Rule 506(b) and 506(c) must satisfy the conditions of Rule 501 (definitions), 502(a) (integration), 502(d) (limitations on resale), and 506(d) (bad actor disqualifications).  In addition, offerings under Rule 506(b) must satisfy the conditions of Rule 502(b) (type of information to be furnished) and 502(c) (limitation on the manner of offering).  The offerings are also subject to the anti-fraud provisions of the federal securities laws.  Furthermore, Rule 503 requires the filing of a Form D for all Rule 506 offerings, though an SEC C&DI has found that the failure to make such filing does not result in a loss of the offering exemption.

Rules Applicable to Both Rule 506(b) and 506(c) Offerings

Offerings under both Rule 506(b) and 506(c) must satisfy the conditions of Rule 501 (definitions), 502(a) (integration), 502(d) (limitations on resale), and 506(d) (bad actor disqualifications).

Rule 501 – Definitions

Rule 501 contains definitions application to all Regulation D offerings.  The definitions most important to Rule 506 offerings include:

• Accredited Investor – see HERE for a summary of the definition of an accredited investor and the SEC concept release on same.
• Affiliate – An affiliate of, or person affiliated with, a specified person shall mean 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.
• Purchaser representative. Purchaser representative shall mean any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions: (i) Is not an affiliate, director, officer or other employee of the company, or beneficial owner of 10% or more of the equity interest in the company, except where the purchaser is: (a) A relative of the purchaser representative by blood, marriage or adoption and not more remote than a first cousin; (b) A trust or estate in which the purchaser representative and any persons related to him collectively have more than 50% of the beneficial interest or of which the purchaser representative serves as trustee, executor, or in any similar capacity; or (c) A corporation or other organization of which the purchaser representative and any persons related to him collectively are the beneficial owners of more than 50%of the equity securities (excluding directors’ qualifying shares) or equity interests; (ii) Has such knowledge and experience in financial and business matters that he is capable of evaluating, alone, or together with other purchaser representatives of the purchaser, or together with the purchaser, the merits and risks of the prospective investment; (iii) Is acknowledged by the purchaser in writing, during the course of the transaction, to be his purchaser representative in connection with evaluating the merits and risks of the prospective investment; and (iv) Discloses to the purchaser in writing a reasonable time prior to the sale of securities to that purchaser any material relationship between himself or his affiliates and the issuer or its affiliates that then exists, that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship.

Rule 502(a) – Integration

All sales that are part of the same Regulation D offering must meet all of the terms and conditions of Regulation D.  In general, the concept of integration is whether two offerings integrate such that either offering fails to comply with the exemption or registration rules being relied upon.  Offers and sales that are made more than six months before the start of a Regulation D offering or are made more than six months after completion of a Regulation D offering will not be considered part of that Regulation D offering, so long as during those six month periods there are no offers or sales of securities by or for the issuer that are of the same or a similar class as those offered or sold under Regulation D, other than those offers or sales of securities under an employee benefit plan.

Unless there is a specific safe harbor or rule exemption, such as the six-month rule, the following five factors should be considered in making an integration analysis: (i) whether the sales are part of a single plan of financing; (ii) whether the sales involve issuance of the same class of securities; (iii) whether the sales have been made at or about the same time; (iv) whether the same type of consideration is being received; and (v) whether the sales are made for the same general purpose.

Rule 502(d) – Limitations on Resale

Securities issued in a Rule 506 offering are “restricted” and as such may only be resold if registered with the SEC or there is an available exemption from registration.  The company relying on the Rule 506 exemption must exercise reasonable care to ensure that the purchasers of the securities are not underwriters planning to engage in a distribution of the securities.  To satisfy their reasonable care requirement, a company can (i) make reasonable inquiry to determine if the purchaser is acquiring the securities for their own use or for other persons; (ii) require written disclosure to each purchaser prior to the sale that the securities have not been registered and, therefore, cannot be resold unless they are registered under the Securities Act or an exemption from registration is available; and (iii) place a legend on the certificate or other document that evidences the securities stating that the securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale of the securities. In addition, the issuer in a Rule 506(b) offering is required to disclose the resale limitations to any non-accredited investors.

In an effort to keep this blog focused on company obligations, I will not get into the available exemptions but for those interested in learning more, see HERE;  HERE; and HERE.

Rule 506(d) – Bad Actor Disqualifications

Rule 506 provides that disqualifying events committed by a list of specified “covered persons” affiliated with the issuer or the offering would result in disqualification from using Rule 506 or require disclosure to investors prior to their purchasing securities.  It is a company’s obligation to determine whether it or any of the covered persons discussed below fall within the bad actor rules.  In particular, covered persons include:

• The issuer and any predecessor of the issuer or affiliated issuer;
• Any director, general partner or managing member of the issuer and executive officers (i.e., those officers that participate in policymaking functions) and officers who participate in the offering (participation is a question of fact and includes activities such as involvement in due diligence, communications with prospective investors, document preparation and control, etc.);
• Any beneficial owner of 20% or more of the outstanding equity securities of the issuer calculated on the basis of voting power (voting power is undefined and meant to encompass the ability to control or significantly influence management or policies; accordingly, the right to elect or remove directors or veto or approve transactions would be considered voting);
• Investment managers of Issuers that are pooled investment funds; the directors, executive officers, and other officers participating in the offering; general partners and managing members of such investment managers; the directors and executive officers of such general partners; and managing members and their other officers participating in the offering (i.e., the hedge fund coverage; the term “investment manager” is meant to encompass both registered and exempt investment advisers and other investment managers);
• Any promoter connected with the Issuer in any capacity at the time of the sale (a promoter is defined in Rule 405 as “any person, individual or legal entity, that either alone or with others, directly or indirectly takes initiative in founding the business or enterprise of the issuer, or, in connection with such founding or organization, directly or indirectly receives 10% or more of any class of issuer securities or 10% or more of the proceeds from the sale of any class of issuer securities other than securities received solely as underwriting commissions or solely in exchange for property”);
• Any person who has been or will be paid, either directly or indirectly, remuneration for solicitation of purchasers in connection with sales of securities in the offering; and
• Any director, officer, general partner, or managing member of any such compensated solicitor.

Disqualifying events include:

• Criminal convictions (felony or misdemeanor) within the last five years in the case of Issuers, their predecessors and affiliated issuers, and ten years in the case of other covered persons, in connection with the purchase or sale of any security; involving the making of a false filing with the Commission; or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
• Court injunctions and restraining orders, including any order, judgment or decree of any court of competent jurisdiction, entered within five years before such sale that, at the time of such sale, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice in connection with the purchase or sale of any security; involving the making of a false filing with the Commission; or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
• Final orders issued by a state securities commission (or any agency of a state performing like functions), a state authority that supervises or examines banks, savings and associations, or credit unions, state insurance regulators, federal banking regulators, the CFTC, or the National Credit Union Administration that, at the time of the sale, bars the person from association with any entity regulated by the regulator issuing the order or from engaging in the business of securities, insurance or banking or engaging in savings association or credit union activities; or constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within the last ten years before the sale;
• Any order of the SEC entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or section 203€ or (f) of the Investment Advisors Act that, at the time of such sale, suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; places limitations on the activities, functions or operations of such person; or bars such person from being associated with any entity or from participating in the offering of any penny stock;
• Is subject to any order of the SEC entered within five years before such sale that, at the time of such sale, orders the person to cease and desist from committing or causing a violation of future violation of any scienter-based anti-fraud provision of federal securities laws (including, without limitation, Section 17(a)(10) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Advisor Act, or any other rule or regulation thereunder) or Section 5 of the Securities Act;
• Suspension or expulsion from membership in, or suspension or bar from association with, a member of an SRO, i.e., a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;
• Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before such sale, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; and
• U.S. Postal Service false representation orders, including temporary or preliminary orders entered within the last five years.

The rule includes an exception from disqualification for offerings in which the company establishes that it did not know and, in the exercise of reasonable care, could not have known that a disqualification existed because of the presence or participation of a covered person.  Moreover, the SEC can grant a waiver of disqualification if it determined that the issuer has shown good cause that disqualification is not necessary under the circumstances.  For more on the bad actor rules, see HERE.

Filing Requirements/State Blue Sky Laws

Rule 503 requires the filing of a Form D for all Rule 506 offerings within 15 days of the first sale of securities.  However, an SEC C&DI has found that the failure to make such filing does not result in a loss of the offering exemption.

As long as an offering meets the requirements of Rule 506, NSMIA pre-empts state law such that the company is not required to register or qualify the offering with state securities regulators.  The offering does, however, remains subject to state law enforcement and anti-fraud authority. States may also require notice filings and the payment of a filing fee. See links to my blogs on NSMIA and state blue sky laws at the beginning of this blog.

Rule 506(b)

Companies conducting an offering under Rule 506(b) can sell securities to an unlimited number of accredited investors with no limit on the amount of money that can be raised from each investor or in total.  In addition to complying with all the criteria and conditions applicable to both 506(b) and 506(c) offerings, an offering under Rule 506(b): (i) prohibits general solicitation or advertising to market the offering; (ii) limits the number of unaccredited investor purchasers to no more than 35 and such investors must, either alone or with a purchaser representative, have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment; and (iii) requires the delivery of specified disclosures where even one unaccredited investor is included.

General Solicitation and Advertising

The Rules do not define “general solicitation” or “advertising” but do provide some examples, such as advertisements published in newspapers and magazines, communications broadcast over television and radio, and seminars where attendees have been invited by general solicitation or general advertising.  Offering information posted on an unrestricted website or social media would also be considered a general solicitation.

A company may offer and sell securities to persons with whom it, or anyone acting on its behalf, has a pre-existing substantial relationship, without being deemed to have engaged in general solicitation or advertising.  A “pre-existing” relationship is one that the company, or someone acting on the company’s behalf such as through a broker-dealer or investment adviser, has formed with the prospective investor prior to the commencement of the offering.  The existence of a pre-existing relationship depends on facts and circumstances.

The absence of a pre-existing relationship does not automatically make a communication a general solicitation or advertisement under Regulation D.  For example, a company may solicit prospective investors they are introduced to who are members of an informal, personal network of individuals or investors, such as angel investor groups.  As a rule of thumb, if all members of the group or network are sophisticated and experienced in the type of investment being offered, members can be solicited without triggering the solicitation and advertisement rules under Regulation D.  Moreover, the higher the number of persons without financial experience, sophistication, or prior personal or business relationships with the company that are solicited, the greater the chance that it will be deemed a general solicitation of the offering.

For a discussion on what constitutes a general solicitation including SEC guidance on the topic, see my blog HERE.

Disclosure Requirements

If a company plans to offer or sell securities to unaccredited investors in a 506(b) offering, it must provide the disclosures required by Rule 502(b).  Although the rules only require that information be furnished to unaccredited investors, in light of the anti-fraud provisions, in practice, when a company puts together a disclosure package, it should be provided to all investors.  Moreover, if any information is provided to accredited investors, even if not technically required by the disclosure obligations, it must also be provided to unaccredited investors.  Like disclosures in SEC filings, only material information should be provided.

All information must be provided prior to the sale of securities.  Specific disclosure must be made regarding resale limitations and other restrictions on transferability.  The company must also make available to each purchaser at a reasonable time prior to his purchase of securities the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished under the rules.

If a company is subject to the reporting requirements of the Securities Exchange Act of 1934 (“Exchange Act”), its SEC reports, including all reports, schedules and filings up to the date of the offering, will satisfy any information requirements.  Foreign private issuers eligible to use Form 20-F can provide the information that would be required in that form.  For business combinations and exchange offers, the information required by Form S-4 would satisfy the disclosure requirements.

The exhibits that would normally be filed with the SEC need not be included in the offering package, but they must be made available to an investor upon request, and the exhibits must be identified and described in the disclosure document.

If a company is not subject to the Exchange Act reporting requirements, it needs to provide:

Non-Financial Information – If the company is eligible to use Regulation A, the same kind of information as would be required in Part II of Form 1-A or if the company is not eligible to use Regulation A, the same kind of information as required in Part I of a registration statement filed under the Securities Act on the form that the company would be entitled to use.

Part II of Form 1-A is similar to the prospectus in a registration statement. Part II requires disclosure of basic information about the company and the offering; material risks; dilution; plan of distribution; use of proceeds; description of the business operations; description of physical properties; discussion of financial condition and results of operations (MD&A); identification of and disclosure about directors, executives and key employees; executive compensation; beneficial security ownership information; related party transactions; description of offered securities; and two years of financial information.

The required information in Part II of Form 1-A is scaled down from the requirements in Regulation S-K applicable to Form S-1. Companies can complete Part II by either following the Form 1-A disclosure format or by including the information required by Part I of Form S-1 or Form S-11 as applicable. Part I of a registration statement requires the same categories and types of information but with more robust disclosures.

Financial Information –   The financial statement requirements depend on the amount of the offering.  All financial statements must be prepared in accordance with U.S. GAAP.  For offerings up to $2,000,000, the same financial statements that are required of a smaller reporting company (Article 8 of Regulation S-X) are required except that only the balance sheet, which must be dated within 120 days of starting the offering, must be audited.  Generally this means two years of financial statements (or from inception) and quarterly periods to date.

For offerings up to $7,500,000, the same financial statements that are required of a smaller reporting company (Article 8 of Regulation S-X) are required.  This would include two years of audited financial statements (or from inception) and reviewed quarterly financial statements to date.  However, if the company cannot obtain audited financial statements without unreasonable effort or expense, then only the company’s balance sheet, which shall be dated within 120 days of the start of the offering, must be audited.

For offerings over $7,500,000, the full financial statements that would be required in a registration statement must be included.  For a smaller reporting company, this would be the same financial statements as for offerings over $2,000,000 but below $7,500,000.  As with other categories, if the company cannot obtain audited financial statements without unreasonable effort or expense, then only the company’s balance sheet, which shall be dated within 120 days of the start of the offering, must be audited.

Rule 506(c)

Rule 506(c) allows for general solicitation and advertising; however, all sales must be strictly made to accredited investors and this adds a burden of verifying such accredited status to the issuing company. In a 506(c) offering, it is not enough for the investor to check a box confirming that they are accredited, as it is with a 506(b) offering.  Companies conducting an offering under Rule 506(c) can sell securities to an unlimited number of accredited investors with no limit on the amount of money that can be raised from each investor or in total. I’ve written many times about Rule 506(c) including as the SEC came out with a fairly steady flow of guidance in the months after its first adoption.  See this blog, which contains links to prior blogs on the subject HERE.

Accredited Investor Verification

Rule 506(c) provides a principles-based method for verification of accredited investor status as long as the steps are reasonable, as well as a non-exclusive list of verification methods.  Whether the steps taken are reasonable would be an objective determination, based on the particular facts and circumstances of each transaction.  Among the factors that companies should consider under the facts-and-circumstances analysis are:

1. The nature of the purchaser and type of accredited investor they claim to be. For instance, if the purchaser is claiming that they are accredited because they are a broker-dealer registered with the SEC, verification could be a simple check on the FINRA website.  The harder status to verify is a natural person claiming they meet the net worth ($1 million) or income ($200,000 a year) requirements.
2. The amount and type of information that the company has about the purchaser. Clearly, the more information, the better.  The SEC lists the obvious (W-2; tax returns; letters from a bank or broker-dealer).  Moreover, although not required, it is assumed that an issuer should at least conduct a check of publicly available information.
3. Nature and terms of the offering, such as type of solicitation and minimum investment requirements. For example, is an offering conducted by soliciting preapproved accredited investor lists from a reasonably reliable third party, vs. open-air solicitation via social media or television or radio advertising—the latter, of course, requiring greater verification than the former.  The greater the minimum investment required, the fewer steps an issuer would need to take to verify accreditation.

After consideration of the facts and circumstances of the purchaser and of the transaction, the more likely it appears that a purchaser qualifies as an accredited investor, the fewer steps the company would have to take to verify accredited investor status, and vice versa. Where accreditation has been verified by a trusted third party, it would be reasonable for an issuer to rely on that verification.

Examples of the type of information that companies can review and rely upon include:

(i)            Publicly available information in filings with federal, state and local regulatory bodies (for example: Exchange Act reports; public property records; public recorded documents such as deeds and mortgages);

(ii)           Third-party evidentiary information including, but not limited to, pay stubs, tax returns, and W-2 forms; and

(iii)          Third-party accredited investor verification service providers.

Moreover, non-exclusive methods of verification include:

1. Review of copies of any Internal Revenue Service form that reports income including, but not limited to, a Form W-2, Form 1099, Schedule K-1 and a copy of a filed Form 1040 for the two most recent years along with a written representation that the person reasonably expects to reach the level necessary to qualify as an accredited investor during the current year.  If such forms and information are joint with a spouse, the written representation must be from both spouses.
2. Review of one or more of the following, dated within three months, together with a written representation that all liabilities necessary to determine net worth have been disclosed.  For assets: bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments and appraiser reports issued by third parties and for liabilities, credit reports from a nationwide agency.
3. Obtaining a written confirmation from a registered broker-dealer, an SEC registered investment advisor, a licensed attorney, or a CPA that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the prior three months.
4. A written certification verifying accredited investor status from existing accredited investors of the issuer that have previously invested in a 506 offering with the same issuer.

Related to jointly held property, assets in an account or property held jointly with a person who is not the purchaser’s spouse may be included in the calculation for the accredited investor net worth test, but only to the extent of his or her percentage ownership of the account or property.  The SEC has provided guidance regarding relying on tax returns by noting that in a case where the most recent tax return is not available but the two years prior are, a company may rely on the available returns together with a written representation from the purchaser that (i) an Internal Revenue Service form that reports the purchaser’s income for the recently completed year is not available, (ii) specifies the amount of income the purchaser received for the recently completed year and that such amount reached the level needed to qualify as an accredited investor, and (iii) the purchaser has a reasonable expectation of reaching the requisite income level for the current year.  However, if the evidence is at all questionable, further inquiry should be made.

Although the review of tax returns filed in a foreign country does not qualify under the verification safe harbors in the rule, a company could rely on foreign tax returns if the laws of that jurisdiction provide penalties similar to the laws of the IRS for making a false statement.

In addition to requiring that an issuer take reasonable steps to verify that accredited investor status, Rule 506(c) requires that an issuer have a reasonable belief that all purchasers are accredited investors.   In particular, the reasonable belief standard ensures that the exemption will not be lost if an issuer takes reasonable steps to verify accredited status and reasonably believes that an investor is accredited, but later learns that such investor was not, in fact, accredited.

The Author

Laura Anthony, Esq.
Founding Partner
Anthony L.G., PLLC
A Corporate Law Firm
LAnthony@AnthonyPLLC.com

Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, OTC and exchange traded public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony L.G., PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALG legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.

Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including sitting on the board of directors of the American Red Cross for Palm Beach and Martin Counties, and providing financial support to the Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others. She is also a financial and hands-on supporter of Palm Beach Day Academy, one of Palm Beach’s oldest and most respected educational institutions. She currently resides in Palm Beach with her husband and daughter.

Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.

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