Law Blog Tag: registration statement

Concurrent Public and Private Offerings

The DPO Process Including Form S-1 Registration Statement Requirements

SEC Suspends Trading On 61 Shell Companies

The OTCQX And OTCQB Are Finally Recognized As “Established Public Markets” By The SEC

SEC Guidance On Social Media And Websites For Company Announcements And Communications- Part III

OTC Market Groups Has Modified Its Alternative Reporting Standard Effective January 3, 2013

SEC Issues Guidance on Registration and Deregistration Under Jobs Act

On April 5, 2012 President Obama signed the JOBS Act into law. Some of the rules went into effect immediately, such as the ability of an Emerging Growth Company to file a registration statement and seek confidential treatment during the review process. For this process the EGC would avail itself of the new Securities Act Section 6(e). The SEC issued, albeit limited, guidance on this process for EGC’s yesterday, April 10, 2012.

Equity Line Financing Examined

In a typical “equity line” financing arrangement, an investor and an Issuer enter into a written agreement whereby the Issuer has the right to “put” its securities to the investor. That is, the Issuer has the right to tell the investor when to buy securities from the Issuer over a set period of time and the investor has no right to decline to purchase the securities (or a limited right to decline). Generally the dollar value of the equity line is set in the written agreement, but the number of securities varies based on a formula tied to the market price of the securities at the time of each “put”.

Rule 419 and Offerings by Shell or Blank Check Companies

The provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, by a blank check company. Rule 419 requires that the blank check company filing such registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account pending the execution Read the full article…

A Comprehensive Analysis of Section 5

December 29, 2009 in Securities Attorneys

Section 5 of the Securities Act of 1933, as amended, contains the basic registration requirements for all offerings and rules of securities.

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