Mina Mar Group

A Form S1 represents the opening registration that a US firm must submit with the SEC prior to an Initial Public Offering. The Securities Act requires a registration statement, otherwise known as Securities and Exchange Commission Form S1, previous to security can be issued on a public exchange such as the NASDAQ, NYSE, or other exchanges. Foreign corporations can register with the SEC, but they must do so using the SEC Form F1. Corporations must fill out Form S1 to outline their intended use of capital proceeds, a description of their current business strategy and competition, and a brief prospectus for the new security, including offering pricing mechanism and any other dilution to other listed stocks.  The SEC also mandates that any material business conducted between the corporations and its directors and external counsel be disclosed. Investors can access S1 filings online in order to do due diligence on new offers before they go public.  As a result, businesses can use t...

  Regulation A+ represents the lately enacted SEC rule that amends and expands the rarely utilized Regulation A offering exemption. Regulation A+ might be viewed as an alternative to a small registered IPO and also, as a substitute or addition to other securities offering procedures that are not subject to registration under the Securities Act.  Although Regulation A+ is still quite new, it is swiftly establishing a name as the perfect spot for so many American businesses looking for capital. Reg A+, which is supported by the SEC, actually permits non-SEC reporting corporations to raise capital from public investors while also allowing (or even more motivating) the issuer to publicize their offering openly.  The opportunity to publicly market to investors has benefited greatly for numerous corporations.  This method is intended to reduce regulatory constraints by allowing companies who wouldn’t have contemplated pursuing total IPOs to get the type of financing necess...

When we speak about disclosures and what they represent in financial terms, that actually refers to providing the public with all relevant information about a company on time.  So relevant information includes facts, figures, dates, procedures, innovation, etc, which means any information regarding a company that can probably impact an investor’s decision. As a result, it is necessary to comprehend that public company directors and officers are in charge of company disclosures and securing investors with complete and valid information. Access to material info enables investors to make information-based investment decisions, which is vital for efficient market pricing and on which state and federal securities are based.  Anytime new stocks are issued to the public, the SEC requisite disclosures of relevant financial and business info to possible investors, with exemptions provided for private placements and small issues. Integrated disclosure structure is the name give...

The term known as a gypsy swap is a method of raising capital that involves persuading existing shareholders to exchange their free-trading, common stock for a restricted one. Gypsy Swap is a transaction that has been in practice by stock promoters for many years. The SEC's view is that Gypsy Swaps are a means to evade the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and violate Section 5 of the Securities Act. The SEC has established specific rules in the Securities Act under Section 5 that require any new stock transaction must be listed with the SEC. The SEC has said unequivocally that Gypsy Swaps are infractions of Section 5 of the Securities Act of 1933, exposing all participants to monetary and other civil penalties, including disgorgement. It's important for issuers and investors to remember that a Gypsy Swap is only one way to avoid the registration requirements of Section 5 of the Securities Act. Any transaction in which t...

  The OTC Market launches this new Promotion Risk flag that should assist investors in recognizing stocks that are now part of a stock promotion strategy.   OTC Markets with their team keeps a close eye on a number of sources to assess whether a stock is being pushed, so their main assignment is to gather information from a massive number of market players and analyze all collected data before putting the Promotion Risk flag on their website.  A “Shell Risk” flag has been added to these new designations, signifying that a corporation exhibits features related to shell corporations, based on a review of the firm’s major yearly financial data, which are connected to limited activities. Shell corporations have few or no assets and operations. All that OTC Markets try to do with all these activities is to demonstrate their dedication to a market compliance monitoring system that promotes more transparency, prompt info, and at last greater security of investors so to be a...

There are many prejudices about Penny Stocks and why should anyone have them in their portfolio. As defined by the U.S. Securities and Exchange Commission, penny stock is any publicly traded firm’s share that trades below $5 per share.   These types of stocks are inexpensive, allowing you to invest without committing large sums of money, which is advantageous for those on a limited budget.   That also implies if the business in that you have just invested fails, you won't suffer a significant loss per share.  Finally, all this indicates that the very same amount of money can purchase more penny stock shares than it can purchase more expensive securities shares. Tremendous gains can be made with a tiny initial investment. As a result, they have the potential to become extremely successful.  Despite their significant volatility, penny stocks provide excellent returns. These stocks have the ability to provide explosive growth of 100% or over in a single day, a...

Transfer agent, usually trust company, bank or another financial institutions assigned by a corporation has several duties including maintaining issuer's security holder record, canceling/issuing certificates and distributing dividends among others. Because transfer agent stands between company that issues securities and security holders, transfer agent is crucial for successful completion of secondary sales. Pursuant to 1934 Act, transfer agent must be registered with the SEC or bank regulatory agency if transfer agent is a bank. The SEC also conducts inspections of transfer agent. Companies themselves can act as their own transfer agent. Transfer agent keeps record of who owns company's  stocks and bonds and how many each shareholder or bondholder owns. Also transfer agent issues and cancels certificates to reflect changes in ownership. In case of stock split or stock dividend transfer agent will issue new shares to shareholders. Just like stock transfer agent makes s...

Many foreign companies wish to have access to capital market an become publicly traded company in the United States. The reason is that being part of the largest and most liquid capital market bring many benefits including prestige, visibility, ability to attract and retain top talents, etc. To become a part of capital market in the United States and experience all the benefits that it carries, foreign company may undergo reorganization of corporate governance and operations. Foreign issuer in federal securities law is defined as foreign government, foreign national or corporation incorporated by any foreign country. Any foreign issuer (except foreign government) can be considered foreign private issuer except if more than 50% of the issuers outstanding voting securities are held by residents of United States and if any of the following applies: majority of issuer’s executives and directors are residents of United States, more than 50% of issuer’s assets is located in the United S...

Blank-check company is development stage company without specific business plan or purpose or that has business plan to engage in a merger or acquisition with an unnamed company. These type of companies are bound by Securities and Exchange Commission Rule 419 to protect investors therefore they may be subjected to additional requirements if they are registering securities for public offering. Because SEC views them as penny stock  or microcap stock there is more rules and restrictions imposed upon them. For instance blank-check companies are not allowed to use Rule 504 of regulation D that exempts companies from registration of securities for offerings up to $1 million. Companies are also required to fully disclose all terms and condition of the offering. Popular type of blank-check company is special purpose acquisition company (SPAC), created to pull funds in order to finance merger or acquisition within certain time frame. It is publicly listed company that rises money...

Dodd-Frank Act, officially called Dodd-Frank Wall Street Reform and Customer Protection Act was signed into law by President Barack Obama on July 21, 2010. The Act is voluminous and complex peace of legislation that reshaped U.S regulatory system in many sectors, including consumer protection, trading restrictions and credit ratings. It was the response to financial crisis of 2008 as Dodd-Frank put regulation on financial sector and created laws that stopped mortgage companies and lenders taking advantage of customers. The Act generated criticism that it inhibits growth of the economy and puts to much burden on the U.S. companies. Many experts blamed the lack of oversight and financial regulations for the crisis. It was the worst economic disaster since Great Depression of 1929. Fall in the interest rates allowed people with poor credit score to pursue their dream of buying a house. Problems appeared when interest rates started rising and many defaulted their payments. This cr...

Sarbanes - Oxley Act is the United States federal law that amended and supplemented existing requirements in corporate financial reporting and accounting practices. Commonly called SOX Act was signed into law by President Bush on July 30, 2002. After highly publicized corporate financial scandals including Enron and WorldCom the purpose of the Act was to restore investor's shaken confidence in the market and truthfulness of corporate financial statements and close loopholes in the law that led to fraud. The Act that got the name from two sponsors Sen. Paul S. Sarbanes and Rep. Michael G. Oxley created strict new rules for accountants, auditors, corporate officers and more strict record keeping requirements. Also it added new, more stringent criminal penalties for violation of this law. The new law set out reforms in four principle areas: corporate responsibilities, criminal punishment, accounting regulations and new protections. SOX is a lengthy and complex peac...

Companies raise capital by issuing shares on the primary market which is regulated by Securities Exchange Act of 1933. The following year Securities exchange Act of 1934 was enacted by Roosevelt administration which regulates securities on the secondary market, where they are traded after original issuance. This Act created Securities and Exchange Commission (SEC) and gave it broad power to register, regulate and oversee securities, markets and financial professionals. SEC has disciplinary power over regulated entities and person associated with them if they engage in prohibited conducts in the market. Requirements outlined in securities Act of 1934 must be followed by all companies that are listed on stock exchange. Primary requirements include corporate reporting, proxy solicitation, tender offers, insider trading and registration of exchanges and associations. Companies that have more than $10 million is assets and more than 500 shareholders must do annual and periodic ...

The Securities and Exchange Act of 1933 one of the laws that govern the securities industry. It was the first major legislation regarding the sale of securities, that shifted power from states to the federal government. It is known as the "truth in securities" law which President Franklin D. Roosevelt signed as a part of the New Deal.The Act was created to protect investors after the stock market crash of 1929, biggest bear market in Wall Street 's history. The Securities Act of 1933 had two main objectives: requirement that investors receive financial and other significant information regarding securities that are being offered for public sale. prohibition of deceit, misrepresentation and other fraud in the sale of securities Securities and Exchange Commission that was created year later, in 1934 governs the Securities Act of 1933. In order to accomplish set objectives SEC requires companies to register their securities and disclose essential information...

Securities and Exchange Commission (SEC) is independent U.S federal agency that regulates the stock market. It was created in 1934 by Congress to help restore investor confidence after the 1929 stock market crash. The Securities Exchange Act of 1934 was created by Securities and Exchange Commission. It govern securities transaction on the secondary market relying on Securities Act of 1933 which increased transparency in financial  statements and  established  laws against fraudulent activities. In essence SEC provides transparency by ensuring accurate and consistent information about companies that allows investors to make informed and sound decisions. Without transparency stock market would be vulnerable to market speculation and creation of asset bubbles.  Securities and Exchange Commission has five  commissioners and five different divisions: Division of corporate finance - review corporate filing requirements ensuring that investors have c...

Simply put general solicitation is an act of marketing capital raise publicly, but things are mot that simple. General solicitation is not precisely defined in statues and rules so Securities and Exchange Commission (SEC) takes case by case approach in case of violation "no general solicitation' requirement of Rule 506(b). It all started with JOBS Act in 2012, with purpose to make securities regulations friendlier form small businesses. General solicitation was banned since 1933 and Securities Act of 1933 in order to protect investors from scams and frauds. The Jobs Act required from SEC to amend existing and create new exemptions that will permit issuers of securities to raise capital without SEC registration. On July 19, 2013 SEC adopted amendments to Rule 506 of Regulation D. Another Rule of the same regulation, 506(b) provided issuer with conditions to rely on in order to met requirements of Section 4(a)(2) of Securities Act that exempts from registration "tr...

Restricted stock or restricted securities is unregistered stock that is not fully transferable until certain conditions are met and they must be traded in compliance with SEC regulations. After the conditions are met stock is no longer restricted and it becomes transferable.  Restricted stocks are often given to employees as a compensation that typically become transferable after certain conditions are met like continued employment for a period of time before vesting or achievement in particular product-development milestones, earning per share goals or other financial targets. Restricted stock is also given to corporate insiders like directors and executives, often after merger and acquisition, underwriting and affiliate ownership  to prevent early selling of stock that could negatively affect the company. Corporate affiliates can also lose the right on stock if they leave the company, fail to meet certain performance goals or break SEC trading restriction rules. Con...

Direct public offering also known as direct listing or direct placement is a type of offering where company offers securities directly to public in order to raise capital. It is considered alternative to initial public offering but unlike in IPO company that uses direct listing eliminates intermediaries like investment banks that underwrite stock, making stock price dependent on the market. In direct listing employees and early investors convert their ownership into stock that is then offered to the public meaning that no new shares are issued which stops stock dilution. Because in DPO middle man in form of investment banks, broker-dealers and underwriters is eliminated it enables issuer to sell shares quickly, without the lockout period. It also makes the offering cheaper because there is no underwriting fees to pay and faster because there is fewer thing to manage than in traditional IPO. Underwriters  not only set the IPO price but they also organize roadshows, fil...

On July 10, 2013 the Securities and Exchange Commission adopted bad actor disqualification provision for Rule 506 of Regulation D under Securities Act of 1933, to implement Section 926 of Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provision appear as paragraphs (d) and (e) of Rule 506, of Regulation D. The Bad Actor rule prohibits company (the issuer) to use registration exemption if the issuer or any other associated person has been convicted of or subjected to judicial or regulatory sanctions for certain violation of U.S law. Exemption from registration under Regulation D helps thousand of businesses to raise capital worth billions of dollars. T he “Bad Actor” rule is codified as new paragraphs (d) and (e) to Rule 506.  Rule 506(d) provides that the exemptions in Rule 506(b) and Rule 506(c) are not available if the issuer or any associated person is statutorily disqualified. This includes all of the following: ...

In February 2019 Securities and Exchange Commission voted to propose a new Securities Act Rule 163B that would permit any issuer to engage in oral or written communication with potential investors that are, or are reasonably believed to be, qualified institutional buyers and institutional accredited investors either prior or following the filing of registration statement. This means the expansion of the JOBS act, which created Section 5(d) of Securities Act that permits only emerging growth companies to engage in communication with investors prior or following the filing the registration statement of the offering. Companies that have more than $1 billion in annual revenues cannot qualify as emerging growth companies and use the benefit of "test-the-waters" provision. The new rule will extend it beyond EGC to all issuers, including investment company issuers. The proposal from the SEC follows action taken by The Division of Corporate Finance in July 2017 to allow all ...

Jumpstart Our Business Startups Act or JOBS Act is a law that former president Barack Obama signed on April 5, 2012. The purpose of the act is to increase ability of small businesses to raise capital and generate jobs but also improve financial opportunities for all American citizens and not just wealthy investors. Of all seven titles of the bill Title III that refers to crowdfunding drew most attention. Provisions of the bill made easier for companies go public but also to raise capital and stay private longer. Act defined the term emerging growth company as a company that has less than $1 billion total annual gross revenue in recent fiscal year. The JOBS act provided such businesses with temporary relief from certain SEC requirements which made taking your company public a lot easier. The most significant relief are the exemption from audit of internal controls required under Section 404(b) of the Sarbanes-Oxley Act of 2002. It allowed new exemptions from registratio...