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  • KYLIANNE HARLEY

    Tweeting Your Regulation A+ Offering – Going Public Attorneys

    (Link)

    Thu Aug 30 14:50:40 CEST 2018

    SEC Provides Guidance For Twitter In Regulation A+ Offerings- Testing the Waters On June 19, 2015, new rules expanding Regulation A became effective. The expanded rules are commonly known as Regulation A+. The new rules which were promulgated under the Jumpstart Our Business Startups Act (JOBS Act), create two Tiers of exempt offerings, both of which allow securities to be offered and sold to the general public. Tier 1 offerings allow the issuer to offer and sell up to $20 million in a 12-mo...


  • KYLIANNE HARLEY

    How Do I Spin-Off A Subsidiary? Going Public Lawyers

    (Link)

    Thu Aug 30 14:48:42 CEST 2018

    Securities Lawyer 101 Blog A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes securities of its subsidiary (“Subsidiary”) to the Parent’s stockholders so that the Subsidiary becomes a separate, independent company. Spin-off securities are usually distributed on a pro-rata basis. State law dictates whether stockholder approval of a spin-off is required. Securities issued in spin-offs do not require registration under the Securities Act of 1933, a...


  • KYLIANNE HARLEY

    OTCQX Listing, Eligibility & Quotation

    (Link)

    Wed Aug 29 17:23:51 CEST 2018

    OTC Markets Group organizes securities into the OTCQX®, OTCQB® and OTC Pink® categories based on the level of disclosure provided and the listing fees paid by the issuer. OTCQX Quotation of a company is considered to be the highest tier offered by the OTC Markets and the most prestigious in going public transactions. OTCQX eligibility is tailored for both domestic and international companies seeking to go public. OTCQX International is a fully electronic interdealer quotation system affordi...


  • KYLIANNE HARLEY

    OTC Pink Sheets 101 – Going Public Attorneys

    (Link)

    Wed Aug 29 17:21:06 CEST 2018

    Securities Lawyer 101 Blog Q. What are the OTC Markets OTC tiers available to OTC Pink Sheet companies? A. Companies on the OTC 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. The OTC Pink Current Information is the highest of these tiers, created for companies that voluntarily provide specific disclosures to the OTC Markets. OTC Pink Attorneys must render an opinion for the OTC Pink Current tier. ...


  • KYLIANNE HARLEY

    OTC Markets Dual List – OTCQX Attorneys – Going Public

    (Link)

    Wed Aug 29 17:18:32 CEST 2018

    The OTC Markets OTCQX offers foreign issuers seeking to go public in the U.S. an appealing alternative to listing on a stock exchange. Foreign issuers whose securities are listed on a foreign stock exchange that qualify for the exemption from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), can go public in the U.S by quotation of their securities on the OTCQX without registration or reporting obligations to the Securities and Exchange Commissi...


  • KYLIANNE HARLEY

    OTC Markets FAQ – OTC Markets Attorneys

    (Link)

    Wed Aug 29 17:15:18 CEST 2018

    The OTC Markets offers several different tiers for companies to chose from when considering their services. These are the OTCQX, OTCQB and OTC Pink marketplaces. Companies going public on the OTC Markets span a broad range of sectors, from the ADRs of large cap conglomerates to small and micro-cap growth companies, SEC reporting companies and community banks; and across all major industries, including metal and mining, financial services, oil & gas, utilities, telecommunications, media, pharma ...


  • KYLIANNE HARLEY

    What is the OTC Link® ATS?

    (Link)

    Wed Aug 29 17:09:37 CEST 2018

    OTC Link LLC (OTC Link) is owned by OTC Markets Group Inc. OTC Link is an electronic inter-dealer quotation system that displays quotes from broker-dealers for many over-the-counter (OTC) securities. OTC Link is registered with the SEC as a broker-dealer and as an alternative trading system, and is a member of FINRA. Most of the issuers quoted by the OTC Link are unable to meet the minimum listing requirements for trading on a national securities exchange, such as the New York Stock Exchan...


  • KYLIANNE HARLEY

    15c2-11 Application Going Public Attorney

    (Link)

    Wed Aug 29 16:40:15 CEST 2018

    Securities Lawyer 101 Blog Many private companies that go public are opting for the listing on the OTCMarket’s Pink Sheets due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”) reporting. Rule 15c2-11 (“SEC Rule 15c2-11”) of the Securities Exchange Act of 1934 (the “Exchange Act”) can be used by a private company seeking to go public without an SEC registration statement by a sponsoring market maker submitting a Form 211 with the...


  • KYLIANNE HARLEY

    How Can I Invest In An EB-5 Offering? Going Public Lawyers

    (Link)

    Wed Aug 29 16:25:32 CEST 2018

    The EB-5 investor visa program is becoming more popular since Rule 506 (c) became law allowing issuers to advertise their offerings to foreign investors seeking U.S. residency. As with any investment proper due diligence is crucial. The Securities and Exchange Commission’s (“SEC”) Office of Investor Education and Advocacy and U.S. Citizenship and Immigration Services (“USCIS”) haveissued recent warnings to foreign investors regarding the fraudulent use of the EB-5 program. The EB-5 program p...


  • KYLIANNE HARLEY

    What is the OTC Link® ATS?

    (Link)

    Wed Aug 29 16:01:13 CEST 2018

    OTC Link LLC (OTC Link) is owned by OTC Markets Group Inc. OTC Link is an electronic inter-dealer quotation system that displays quotes from broker-dealers for many over-the-counter (OTC) securities. OTC Link is registered with the SEC as a broker-dealer and as an alternative trading system, and is a member of FINRA. Most of the issuers quoted by the OTC Link are unable to meet the minimum listing requirements for trading on a national securities exchange, such as the New York Stock Exchange...


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