In a deSPAC transaction, the SPAC raises money through an initial public offering (IPO) with the intention of acquiring a company within a certain timeframe. When a suitable target is found, the SPAC and the target (could be a public company issuer) company merge, allowing the target company to go public without having to go through the traditional IPO process. You can learn more about this process and how public…
As many of you already know, and for those CEOs of small public companies that do not know, the United States Securities and Exchange Commission (SEC) has been investigating the convertible toxic note industry for a few years and has recently filed several high profile enforcement actions against several of these “lenders” for violations of certain federal securities laws, particularly failure to register as a “dealer”, as is required by…
Having been the CFO of 4 publicly traded OTC Market issuers, I have been challenged to present those companies financial conditions not only in SEC required disclosures, but also to new investors. Many of those presentations proved challenging because of unrecognized bad funding and financing deals those companies made with a variety of less than desirable financing sources and service providers including convertible note (toxic death spiral) funders, equity line…
Our firm receives dozens of calls from small public companies that have been misled by rogue advisors claiming they do restructurings, debt remediation and turnarounds. We won’t name who the advisors are here, but these names may find their way into lawsuits filed in federal courts soon. Many small public companies trading on the OTC Markets that carry convertible and other debt are easily baited by groups offering to resolve…
Most laws in our country don’t tend to differ much between states. In fact, it’s probably accurate to say that a majority of states’ substantive laws don’t differ much at all even though sometimes it may not seem that way because of what the media tends to highlight. On the other hand, there are a few circumstances where states stand on opposite sides of the spectrum on a particular issue.…
Filing a federal trademark application with the United States Patent and Trademark Office (“USPTO”) is something that often gets overlooked by small companies. However, a federal trademark registration acts as an important shield of protection for businesses and their brands. Trademarks are important for businesses as they help them to establish and maintain their brand identity in the marketplace. A trademark is a symbol, design, word, or phrase that is…
There has been an abundance of discussion regarding “counterfeit shares” flooding the public markets amongst retail investors for quite some time now. The average retail investor understands that this kind of activity is detrimental to companies for obvious reasons such as shareholder dilution and sinking share prices due to increased selling activity. Unfortunately, I think it is not so clear to the average retail investor as to what they can…