Anthony, Linder & Cacomanolis, PLLC

EzFill Holdings Announces Pricing of $15 Million Public Offering and Closing of Share Exchange with NextNRG- https://lnkd.in/e3cFWRJj #EzFill

DBGI Announces Pricing of $7.5 Million Public Offering of Units of Common Stock and/or Pre-Funded Warrants and Warrants- https://lnkd.in/eA4x28j2 #DBGI

Registration statement undertakings are broken out based on the type of offering, whether the company will be utilizing forward incorporation by reference, and the form used. Item 512 also clarifies and confirms a company’s liability for post-effective amendments. Any post-effective amendment filed in accordance with an Item 512 undertaking, is deemed to be a new registration statement relating to the securities offered for sale. #SecuritiesLawBlog #FPI #ALCLAW

Although a portion of registration statement “undertakings” relate to affirmative agreements to update information through prospectus supplements and post-effective amendments, the majority of the rule, relates to affirmative assertions of liability for the contents of the filings. #SecuritiesLawBlog #FPI #ALCLAW

Every registration statement filed pursuant to the Securities Act of 1933, whether by a domestic company or foreign private issuer (“FPI”)requires the registrant to include a statement as to certain affirmative undertakings by such company. Item 512 of Regulation S-K sets forth the undertakings, and registration statements on Forms S-1, S-3, F-1 and F-3 must include all items set forth in Item 512. Registration Statements on Form S-8 need only include the undertakings in Item 512(a), (b) and (h), and any “other applicable undertakings in Item 512.” #SecuritiesLawBlog #FPI #ALCLAW

Nine small cap ($30,000,000 and under) IPOs priced in November 2024 and 12 in December 2024 (compared to 19 in October; 12 in September; 8 in August; 8 in July; 3 in June; 5 in May; 12 in April; 6 in March; 6 in February; and 8 in January). #SecuritiesLawBlog #IPOs #ALCLAW

Section 4(a)(5) is a rarely, if ever, used exemption from the registration requirements for sales made to accredited investors. Section 4(a)(5) has the following requirements: (i) delivery of a prospectus that complies with Securities Act disclosure requirements; (ii) no general solicitation or advertisement; (iii) an offering maximum of $5,000,000; and (iv) the filing of a Form D. In this case, the filing of a Form D is an actual requirement to rely on the exemption and the SEC has not watered down that requirement through any guidance. #SecuritiesLawBlog #SEC #ALCLAW

Rule 503 gives no indication that a Form D filing is voluntary, but rather uses the word “must” throughout. Rule 507 disqualifies a company from relying on Regulation D if it or any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily, or permanently enjoining such a company for failure to comply with Rule 503. #SecuritiesLawBlog #SEC #ALCLAW

A Form D is a notice filing. Rule 503 of Regulation D, which was last amended in November 2016, requires that a company relying on Rules 504 or 506 must file a Form D, notice of sales, with the SEC for each new offering of securities no later than 15 calendar days after the first sale of securities in the offering. The Rule requires that a Form D by filed via EDGAR and be signed by an authorized person. #SecuritiesLawBlog #SEC #ALCLAW

A Form D is a brief fill-in-the-blank form that is filed with the SEC in connection with an offering or issuance of securities in reliance on the exemptions from the Securities Act registration requirements found in Regulation D. The offering exemptions in Regulation D consist of Rules 504, 506(b) and 506(c). #SecuritiesLawBlog #SEC #ALCLAW