Category Archives: SEC Regulations

2016 SEC Reporting Rules Guidebooks are in: Forms 10-K, 10-Q, 8-K, SD and Proxy Statements

We are pleased to provide you with our annual updated editions of the SEC Reporting Rules for Forms 10-K, 10-Q, 8-K, SD and SEC Reporting Rules for Proxy Statements.

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Whoa! Real-live printed reference books for your bookshelf!!

These publications are an excellent reference source for legal and accounting professionals and corporate executives.

  • FREE
  • 680 pages
  • Up-to-date for 2016 including in-depth information on Form SD
  • Detailed table-of-contents for quick reference

In addition to outlining the applicable laws, regulations and rules, these guidebooks seek to provide practical guidance reflecting, among other things, interpretive guidance issued by the Securities and Exchange Commission, general industry practice and the authors’ experience. In addition, we eliminate many cumbersome citations and provide “plain English” rule references.

CLICK HERE: These are printed guidebooks. There are no fees to receive these resources. Please expect a call to confirm your shipping address.

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December Reg A+ filings increased 55% over November

As discussed on our webcast with McDermott, Will & Emery (listen here), the Reg A+ filing process that produces an Effective Form 1-A submitted to the SEC, is not easy. However, it is somewhat easier than a traditional IPO’s S-1, and certainly less cost. It’s a viable new capital raising tool for emerging growth companies… companies that appreciate our intelligent value mantra.

In December, there were 11 Form 1-A filings. 

  • 6 of the 11 were filed with a filing agent
  • 4 of the 11 were filed by Vintage. We were the only “Top-Three” agent
  • 6 of the 11 worked via a securities law firm
  • 4 of the 4 Vintage filings worked via a securities law firm

As you see below, there is the pattern of no-pattern… very different from an S-1 as you’ll see each week here in this blog.

Filing Agent Account / Law Firm Registrant Form Type
Self-filed None ADVANCED PREDICTIVE ANALYTICS HOLDINGS, INC. 1-A
Self-filed None BOXX CORP 1-A
Agent None FIG PUBLISHING, INC. 1-A
VINTAGE Goodwin Procter LLP FUNDRISE EQUITY REIT, LLC 1-A
Self-filed None GK INVESTMENT HOLDINGS, LLC 1-A
VINTAGE Lowenstein Sandler LLP HAMILTON NATIONAL INCOME TRUST, INC. 1-A
VINTAGE Sutherland Asbill & Brennan LLP HUNTING DOG CAPITAL CORP. 1-A
VINTAGE Jones Walker LLP and Gerrish McCreary Smith PLANTERS HOLDING CO 1-A
Agent None STACK-IT STORAGE, INC. 1-A
Self-filed Manatt, Phelps & Phillips, LLP STREETSHARES, INC. 1-A
Self-filed KHLK LLP XTI AIRCRAFT CO 1-A

Lastly, if this topic is at all interesting to you, 1.) download this whitepaper here and also 2.) opt-in to receive the weekly transactions list, including S-1 and 1-A files, by email (opt-in here).

The FAST Act streamlines the JOBS Act for Emerging Growth Companies

If you have not had time over the holidays to read Congress’ newly-minted 490 page “FAST Act” highway bill (Fixing America’s Surface Transportation Act), you may want to skip to page 472.

The FAST Act has a few added provisions pertinent to capital markets, start-ups & Emerging Growth Companies planning an IPO. These updates work on top of the JOBS Act (Jumpstart Our Business Startups).

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Currently, via the JOBS Act, an Emerging Growth Company (EGC) – defined as a company with less than $1 billion in recent annual revenues –  must publicly file its IPO registration statement not fewer than 21 days prior to the start of its deal roadshow. Under the FAST Act, this window has been reduced to 15 calendar days.

Also, the FAST Act offers companies a slight “grace period” if during the lengthy IPO review process with the SEC, the company grows and generates more than $1 billion revenue threshold. They can finish the process as an EGC.

Click here for an illustrative overview of the lengthy “back-and-forth” an IPO registration has with the SEC.

Finally, under the JOBS Act, EGCs are required to supply two years of audited financial statements within their initial confidential submissions or public filings of the S-1 registration statement. Much like “grace period” mentioned above, the FAST Act now permits companies to omit historical financial information if that information would not be required in a registration statement at the time of the deal roadshow. This simplifies the work for EGCs that would complete a fiscal year during the formal SEC review process.

The full text of the FAST Act can be found here. And I don’t know why capital markets matters are buried on page 472 in a 490 page highway / transportation bill either.

2016 SEC filing calendar – don’t miss a deadline or holiday closing

This is the shortest post you’ll ever read hereClick here to download our 2016 SEC filing calendar. 

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You don’t need to log-in, but if you are so inclined, there is a sign-in to receive news and updates from us.

*Pushpin not actual size

October and November Reg A+ filings show a pattern of no-pattern (except for using Vintage)

As discussed on our webcast with McDermott, Will & Emery (listen here), the Reg A+ filing process that produces an Effective Form 1-A submitted to the SEC, is not easy. However, it is somewhat easier than a traditional IPO’s S-1, and certainly less cost. It’s a viable new capital raising tool for emerging growth companies… companies that appreciate our intelligent value mantra.

In October and November, there were 12 Form 1-A filings.

  • 7 of the 12 were filed with a filing agent
  • 5 of the 12 were self-filed by the registrants
  • 4 of the 12 were filed by Vintage. We were the only “name-brand’ agent
  • 4 of the 12 worked via a securities law firm
  • 2 of the 4 Vintage filings worked via a securities law firm

As you see below, there is the pattern of no-pattern… very different from an S-1 as you’ll see each week here in this blog.

Filing Agent Account / Law Firm Registrant Form Type
Self-filed by registrant None QAZING, INC. 1-A
VINTAGE None GROUNDFLOOR FINANCE INC. 1-A
Filing agent Horwitz + Armstrong LLP GREAT COIN, INC. 1-A
Self-filed by registrant None ACCELERA INNOVATIONS FUND I, INC 1-A
Self-filed by registrant None ADVANTAMEDS SOLUTIONS USA FUND I, INC. 1-A
VINTAGE Goodwin Procter LLP FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC 1-A
Transfer agent None PUNCH TV STUDIOS INC. 1-A
Filing agent None CMX GOLD & SILVER CORP. 1-A
Self-filed by registrant None CHAMELEON MEDIA GROUP INC 1-A
VINTAGE None GROUNDFLOOR FINANCE INC. 1-A
VINTAGE Kaplan Voekler Cunningham & Frank, PLC MEDALIST DIVERSIFIED REIT, INC. 1-A
Self-filed by registrant Hand & Hand MEDIA ASSETS GROUP, INC. 1-A

Lastly, if this topic is at all interesting to you, 1.) download this whitepaper here and also 2.) opt-in to receive the weekly transactions list, including S-1 and 1-A files, by email (opt-in here).

IPO, meet ED(GAR)… your new lifelong BFF

Simultaneously, as we are working with soon-to-be-public companies on their S-1 registration, we’re getting their EDGAR* ducks in a row – assuring they have the right codes, Vintage teammates and tactical regulatory filing procedures in place to be a compliant and transparent issuer. In addition to clients’ general counsel and outside securities law firm, the investor relations department often need a briefing on their ’34 Exchange Act key filings.

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Below is a simplified overview. Click here to be sent hardcopy guidebooks with excruciating detail.

NYSE, NASDAQ and OTC Markets traded public companies must register under Section 12 of the ‘34 Exchange Act

Periodic reporting obligations of the ‘34 Exchange Act

  • Annual report – Form 10-K
  • Quarterly reports – Form 10-Q
  • Current reports – Form 8-K
    • Amendments to charter or bylaws
    • Amendments to Code of Ethics
    • An obligation under an off-balance sheet arrangement
    • Appointment of principal officers
    • Bankruptcy or receivership
    • Changes in accounting firms
    • Changes in fiscal year
    • Completion of the acquisition or deposition of assets
    • Costs associated with exit or disposal activities
    • Creation of a direct financial obligation
    • Departure of directors
    • Departure of principal officers
    • Election of directors
    • Entry into and termination all material is definitive agreement
    • Events that accelerate or increases the direct financial obligation or obligation under off-balance sheet arrangement
    • Failure to satisfy an exchange existing conditioned listing rule or standard
    • Financial statements relating to material acquisitions and exhibits
    • Material compensation arrangements with principal officers
    • Material impairments
    • Material modification to rights of security holders
    • Notice of exchange delisting
    • Regulation FD compliance
    • Results from shareholders’ meetings
    • Results of operations and financial conditions
    • Temporary suspension of trading under employee benefit plans
    • Transfer of listing from one exchange to another
    • Unregistered sales of equity securities
    • Voluntary (random) event disclosure
    • Waiver of a provision of Code of Ethics

Section 14 proxy rules of the ‘34 Exchange Act

  • Proxy Statement
  • Annual Report to shareholders

Section 13 of the ‘34 Exchange Act

  • Schedule 13D or 13 G filing obligation for 5% beneficial owners
  • Beneficial ownership is voting and dispositive power

Section 16 of the ‘34 Exchange Act

  • Statutory insiders – officers, directors and 10% beneficial owners – must file Forms: 3, 4 and 5
  • Beneficial ownership is pecuniary interest
  • Strict liability for short-swing profits

Other schedules include Form F13 and 13H for investment services companies

Disclosure controls

Rule 13a-15 of the ‘34 Exchange Act requires issuers to establish, maintain and enforce disclosure controls and procedures designed to ensure the proper handling of the information that is required to be disclosed in reports filed or submitted under the ‘34 Exchange Act. Additionally, the procedures must ensure that management has all the information that it needs to make timely disclosure decisions

Disclosure controls and procedures relate to collecting and processing information at providing it to management in a timely manner to assess whether disclosure is warranted

CFO and CEOs are responsible for designing the controls and procedures, assessing them as of the end of each fiscal quarter and publicly disclosing the results of their evaluation

  • The SEC has not mandated or identified any specific set of controls
  • There is no definitive SEC ruled checklist and no single set of procedures are appropriate for every public company

NOTE: Disclosure controls overlap with Sarbanes-Oxley(SOX) 404’s internal control over financial reporting which is a process designed and supervised by the issuer’s CEO and CFO and effected by the board of directors, management and other personal. These controls must provide a reasonable assurance regarding the reliability of the financial reports their preparation for external distribution in accordance with GAAP and is evaluated by management and audited annually in a defined manner.  

*Electronic Data Gathering, Analysis and Retrieval

Testing the Waters (and staying within the lines) with Reg A+

Testing the Waters refers to the ability of an issuer to solicit the general public through social media, the internet and other outbound advertising channels. A Reg A+ offering does create costs, starting with the Form 1-A registration and continuing to the Tier II requirement of annual and semi-annual reporting and auditing.

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Reg A+’s Testing the Waters provision allows a Tier II issuer to first canvas the capital market to see whether there is satisfactory investor interest prior the deep dive and full commitment of a securities offering.

It can be a very flexible program, however there are strict guidelines in place to protect investors:

  • Issuers can Test the Waters by oral or written communications discussing potential the offering with potential investors, both before and after filing Form 1-A with all supporting materials filed as exhibits to Form 1-A.
  • All solicitation materials must include a legend (see below), and must be preceded or accompanied by the Offering Circular after public filing.
  • Testing the Waters communications are considered offers of securities and are subject to anti-fraud provisions of securities laws.
  • Solicitation materials must be included in the Offering Circular and be publicly available to the entire population of prospective investors: nonaccredited as well as accredited investors (note: Tier II offerings have protective limits on nonaccredited investors).
  • Issuers may solicit interest via social media like Twitter by including an active hyperlink to the Offering Circular to satisfy the requirements of applicable securities laws.
  • Issuers may advertise on their own, without a broker/dealer and may target selective investors: ie sector-based based, etc.

All Testing the Waters communications must include a Legend stating that:

  • No money or other consideration is being solicited or accepted.
  • Offers to buy the securities cannot be accepted, and no part of the purchase price can be received until the Form 1-A is qualified and any offer can be withdrawn or revoked at any time before notice of its acceptance is given after the qualification date.
  • That an indication of interest involves no obligation or commitment of any kind.
  • Contacts of a person from whom the preliminary OC can be obtained, a preliminary URL to access the Offering Circular, or copy of the document (only required in Testing the Waters communications made after a Form 1-A has been filed).

If you are looking for more details on the Reg A+ process, please take the time to watch our video session here. You can also download the slide deck.