Goldwin.associates is captive team of securities attorneys helps clients with securities registration filing services for their investor offering documents with various securities regulators and government bodies. In addition to drafting the prospectus, the securities lawyers with whom we work will file statements such as the S-1 and other compliance documentation. We prepare full investment disclosure documents, such as the offering circular, and cover the entire range of public and private placement offerings, as well as their respective filings (such as filing the Form D for Reg D offerings for private placements and S-1 for example, for public offerings). Furthermore, our GA Prospectus team is always happy to use our extensive industry knowledge and contacts with broker-dealers, investment advisors, capital introduction consultants, registered underwriters and investment banks, hedge funds, and PIPE funds to identify potential strategic partners who can help our clients grow their businesses in an efficient, time-saving, and money-saving manner.
Throughout the filing and registration process, Goldwin.associates attorneys collaborate with Issuers and their respective CEOs, CFOs, General Counsels, and compliance executives. This high-touch approach allows us to fully address Issuers' securities offering life cycle. It also enables us to best address Issuers' short and long-term business needs, as well as to comply with any state and federal securities rules, whether in the United States or elsewhere.
Companies that issue debt, equity, or a combination of the two rely on Goldwin.associates securities attorneys to ensure compliance with, or fulfillment of, requirements for exemptions from, federal and state securities rules through the proper filing and registration of their securities. We also help with foreign securities regulations, such as those in the United Kingdom, the European Union, Eastern Europe, and the Middle East, as well as country-specific regulations throughout the Pacific Rim, the Middle East, and South America. Our experienced in-house securities attorneys and legal advisory group work in tandem with a network of securities attorneys in most major cities around the world to ensure that filings are completed on time and correctly.
◆ 10-K (Annual Financials)
◆ 10-KSB (Annual Financials – Small Business)
◆ 10-K405 (Annual Financials – Concerning rule 16)
◆ 10-Q (Quarterly Financials)
◆ 10-QSB (Quarterly Financials – Small Business)
◆ 8-K (Current Event)
◆ 10-C (Securities quote on NASDAQ)
◆ Proxy Statements
◆ SCD 13-D (Acquisition Statement)
◆ SC 14D-1 (Tender Offer, non-issuer)
◆ SC 14D-9 (Tender Offer – solicitation)
◆ SC 13E-3 (Private Transaction Rpt)
◆ SC 13E-4 (Private Transaction Rpt)
◆ SCH 13-F (Quarterly Manager Report)
◆ SCH 13-G (>=5% Acquisition)
◆ Form 3 (New Insider Report)
◆ Form 4 (Insider Buy/Sell)
◆ Form 5 (Year End Insider Report)
◆ Registration Statements
◆ Prospectus
◆ S-1 – Companies reporting under the 1934 Act for less than 3 years. Permits no incorporation by reference and requires complete disclosure in the prospectus.
◆ S-2 – Companies reporting under the 1934 Act for 3 or more years but not meeting the minimum voting stock requirement. Reference to 1934 Act reports permits incorporation and presentation of financial information in the prospectus or in an Annual Report to Shareholders delivered with the prospectus .
◆ S-3 – Companies reporting under the 1934 Act for 3 or more years and having at least million of voting stock held by non-affiliates, or as an alternative test, million of voting stock coupled with an annual trading volume of 3 million shares. Allows minimal disclosure in the prospectus and maximum incorporation by reference of 1934 Act reports.
◆ S-4 – Registration used in certain business combinations or reorganizations.
◆ S-6 – Filed by unit investment trusts registered under the Investment Act of 1940 on Form N-8B-2.
◆ S-8 – Registration used to register securities to be offered to employees under stock option and various other employee benefit plans.
◆ S-11 – Filed by real estate companies, primarily limited partnerships and investment trusts.
◆ SE – Non-electronically filed exhibits made by registrants filing with the EDGAR Project.
◆ N-1A – Filed by open-end management investment companies.
◆ N-2 – filed by closed-end management investment companies.
◆ N-5 – Registration of small business investment companies.
◆ N-14 – Registration of the securities of management investment and business development companies to be issued in business combinations under the Investment Act of 1940.
◆ F-1 – Registration of securities by foreign private issuers eligible to use Form 20-F, for which no other form is prescribed .
◆ F-2 – Registration of securities by foreign private issuers meeting certain 1934 Act filing requirements.
◆ F-3 – Registration of securities by foreign private issuers offered pursuant to certain types of transactions, subject to the 1934 Act filing requirements for the preceding 3 years.
◆ F-4 – Registration of securities issued in business combinations involving foreign private registrants.
◆ F-6 – Registration of depository shares evidenced by the American Depository Receipts (ADRs).
◆ F-7 – Registration of certain Canadian issues offered for cash upon the exercises if rights granted to existing security holders.
◆ F-8 – Registration of certain Canadian issues to be issued in exchange offers or a business combination.
◆ F-9 – Registration of certain investment grade debit or investment grade preferred securities of certain Canadian issues.
◆ F-10 – Registration of certain Canadian issues.
◆ SB-1 – Registration for certain small businesses.
◆ SB-2 – Registration statement for small businesses. No aggregate offering value of securities.
◆ MEF Filings
➢ (Description) Registration pursuant to Securities Act Rule 462(b) of up to an additional 20% of securities for an offering. Applies to 1933 Act registration forms S-1, S-2, S-3, S-11, SB-1, SB-2, F-1, F-2, and F-3.
144 Form When the amount to be sold during any three-month period exceeds 500 shares or units or the aggregate sales price exceeds $10,000, this form must be filed as notice of the proposed sale of restricted securities or securities held by an affiliate of the issuer in reliance on Rule 144.
◆ Form 424A
➢ Prospectus statement filed pursuant to Rule 424(a).
◆ Form 424B1
➢ Prospectus statement filed pursuant to Rule 424(b)(1).
◆ Form 424B2
➢ Prospectus statement filed pursuant to Rule 424(b)(2).
◆ Form 424B3
➢ Prospectus statement filed pursuant to Rule 424(b)(3).
◆ Form 424B4
➢ Prospectus statement filed pursuant to Rule 424(b)(4).
◆ Form 424B5
➢ Prospectus statement filed pursuant to Rule 424(b)(5).
◆ Form 424B7
➢ Prospectus statement filed pursuant to Rule 424(b)(7).
◆ Form POS AM
➢ Post-effective amendments to provide updated prospectus information.
◆ Form POS EX
➢ Post-effective amendment filed solely to add exhibits to a registration statement.
◆ Form POS462C
➢ Post-effective amendment to a registration statement filed under Rule 462(c).
Our captive securities attorneys are standing by to assist you with virtually any filing or registration statement requirements. The content listed above is only a sample of what we have to offer. If you require a specific filing or registration for your securities or offering, please contact us for a free consultation at any time.
This site's content and information are subject to change without notice. Some content, such as service offerings, may be out of date. Goldwin.associates is not a broker-dealer. We do not sell or solicit any type of security. We have never been compensated in any way for securities sold in any capacity. Golwin.associates is not an attorney's office. For all legal advice and questions, seek the advice of an independent attorney.
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