SEC Form D Filing Requirements, Deadlines & Penalties (2025)
On December 20, 2024, the SEC announced enforcement actions against multiple companies for failure to file Form Ds on a timely basis. As a quick refresher, under federal securities laws, any offering of securities must be registered or exempt. A registered offering is like an IPO, whereas relying on an exemption will mean you don’t […]
Navigating the SEC’s Action Against Zymergen: Key Takeaways on Market Size Disclosures
On September 13, 2024, the SEC settled charges against Zymergen Inc. for misleading investors in its IPO by overstating market opportunities and revenue prospects for its product, Hyaline, resulting in a $30 million civil penalty against Zymergen. Zymergen’s finance team projected a market size using assumptions that were inconsistent with analysis conducted by its internal […]
Can transfer agents save democracy?
A long time ago in what seems like a different universe, I was working on an IPO for a company that will have to remain unidentified in a country that never experienced Enlightenment thinking. The company’s CEO and majority owner decided to challenge the local dictator’s political leadership. Dictator X didn’t take kindly to that […]
When a picture tells a thousand words . . .
That picture probably isn’t an emoji, because emojis aren’t detailed enough for a message of that size. But they do convey some information, which is why, we assume, people use them. And since emojis are capable of conveying information, they are also capable of conveying misinformation, even misleading information that violates the securities laws. For […]
Criminal Proceedings Against Officers and Directors: Disclose now or wait for a conviction?
When do companies need to tell investors about criminal proceedings that allege their officers and directors have engaged in fraud? According to some state regulators, it may be sooner than companies expect. In a recent settlement, an issuer was found liable for failing to disclose in its Reg A offering the ongoing criminal proceeding involving […]
How to get sued…
If you work with us, you will hear it many times that we strongly advise against financial projections … as they can get you in trouble. However, companies always seem to want to include projections that start from zero, and grow exponentially. This type of financial projection that is untethered to reality is a primary […]
Do you really have permission to use those logos?
The Theranos jury’s fraud convictions of Elizabeth Holmes, former CEO and founder of the now defunct Theranos, Inc., should give pause to startups seeking to build their reputation by touting their relationships with other companies. In the press to find financing, it can be tempting to use the logos of other companies, especially those that […]
Trolls and touts
Well, I thought I’d better blog something before people think we’ve vanished. We’ve just been too busy. But recently something happened that tied together two previous blog posts. Trolls have become an increasing problem in the online space. The whole point of the crowdfunding regs is to give voice to the crowd, to enable retail […]
SEC proposes relief for “finders”
I have long (oh so long) been one of those urging the SEC to give some clarity with respect to the status of “finders.” See here for the latest piece. Early-stage companies raising funds very often reach out to a guy who knows some guys who have money and have invested in startups in the […]