Hi_Lo
14 hours ago
Doesn't apply here. CIVX is Pink Current and completely compliant with OTC Markets. No corporate actions needed.
That is the same exact lie you were pushing on the GVSI board right before the reverse merger you pumped for three years spectacularly imploded and then came your sobbing...
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=173788321
Just Sharp destroying people's lives.
You sound like you lost a ton of money on that day. Poetic justice. LOL!!!
GVSI's merger imploded because GVSI is not SEC registered and in violation of FINRA Rule 6490 (just like this garbage) which made the merger fail.
As you lied and distorted information for your pump and dump for three years, I warned everyone that no merger would ever happen, it would dive below a penny and continue to fall and I was right.
The same will happen here but the price will drop even lower.
No merger coming for CIVX per SEC/FINRA regulations...no matter what you or the CEO of a penny stock company pumps in a press release to promote the company.
CIVX is in violation of FINRA Rule 6490 because of its 13 years of missing financials and all publicly traded stocks need to conform with FINRA Rule 6490.
There is a huge gap of missing financials from 2008 - 2020 which means CIVX is in violation of FINRA Rule 6490 which will prevent CIVX from getting any corporate actions such as a merger approved by SEC/FINRA. The same thing caused GVSI's catastrophic collapse. Look at that ticker as a good example of what will happen here.
https://www.otcmarkets.com/stock/CIVX/disclosure
More proof CIVX is a dirty shell and a scam.
HOW FINRA RULE 6490 lMPACTS REVERSE MERGERS
https://www.hg.org/legal-articles/how-finra-rule-6490-lmpacts-reverse-mergers-30567
FINRA Rule 6490, has evolved since it was enacted over two years ago. For some time, FINRA has required that issuers provide expansive disclosures and supporting documentation not only for the corporate change subject to the notice but for the company’s entire corporate history from inception.
These disclosures are required of both SEC reporting and non-reporting issuers if they undertake corporate actions including reverse mergers. Compliance with Rule 6490's requirements is a minor task for companies going public by filing a registration statement with the SEC. Companies filing registration statements rarely have difficulties obtaining DTC eligibility unlike reverse merger issuers.
The public filings of companies who register with the SEC contain most of the supporting documentation required by Rule 6490.
It is no surprise that compliance with the requirements of Rule 6490 is less burdensome for companies going public using a registration statement because these companies have fewer corporate changes in their company history than companies engaging in reverse mergers. This is especially true for reverse merger issuers who undergo multiple changes of control and periods of inactivity.
The Problem with Reverse Mergers & Disclosure under Rule 6490
For companies that engage in reverse mergers as part of their going public transaction, compliance with Rule 6490's requirements can be impossible particularly when custodianship or receivership actions have been used by shell brokers to create public shells after years of inactivity. These companies may have multiple corporate actions related to prior changes of control and often have sketchy corporate histories. Some have even been hijacked through custodianship or receivership actions. In these circumstances, documents may be unavailable or if provided to FINRA, it could potentially result in FINRA referring the matter to the SEC’s Division of Enforcement.
These companies are almost always plagued with incomplete or fraudulent corporate records which make it extremely difficult for the post-reverse merger company to comply with FINRA Rule 6490. As a result, these companies may never get FINRA approval of the contemplated corporate action.
Rule 6490 Disclosures
Issuers must provide a cover letter disclosing the full corporate history for the issuer itemizing all material facts including every corporate change that has occurred from inception to present day.
Triggers for Review under FINRA RULE 6490
A FINRA review will be triggered if any of the five factors set forth in Rule 6490 are thought to be present:
• FINRA believes the forms are incomplete, inaccurate or filed without the appropriate corporate authority;
• The issuer is not current in its reporting obligations with the Securities and Exchange Commission;
• Persons involved in or related to the corporate action are the subject of pending or settled regulatory action or are under investigation by a regulatory body or are the subject of a pending criminal action related to fraud or securities law violations;
• Persons related to the corporate action are likely involved in fraudulent activities involving securities or may pose a threat to investors;
• There is significant uncertainty in the settlement and clearance process for the issuer’s securities.
Any company contemplating going public using a reverse merger must consider the potential impact Rule 6490 could have on its future corporate actions. Rule 6490 provides one more compelling reason why private companies seeking to go public should do so using a registration statement instead of a reverse merger.
https://bradshawlawgroup.com/reverse-mergers-a-basic-primer/
Conducting effective due diligence on the shell company is essential, as merging with a “dirty” shell (i.e., a shell whose management failed to follow proper SEC reporting procedures) could prove fatal for the private company.[13] In searching for “clean” shells, private companies should consider the shell’s number of stockholders, reporting record, and how and where it is listed.[14]
Hi_Lo
15 hours ago
CIVX did what was needed to get Pink Current via OTCIQ and did it perfectly just like HQGE is about to do. Assets are coming next. You haven't a clue how to understand this stuff.
I guess financial law firms, investopedia, FINRA and the SEC don't understand this stuff either. LOL!!!
CIVX is Alt Reporting. Has nothing to do with SEC regulations and the SEC
That is such a bold-face lie.
https://www.finra.org/rules-guidance/rulebooks/finra-rules/6490
(3) Deficiency Determination
In circumstances where an SEA Rule 10b-17 Action or Other Company-Related Action is deemed deficient, the Department may determine that it is necessary for the protection of investors, the public interest and to maintain fair and orderly markets, that documentation related to such SEA Rule 10b-17 Action or Other Company-Related Action will not be processed. In instances where the Department makes such a deficiency determination, the request to process documentation related to the SEA Rule 10b-17 Action or Other Company-Related Action, as applicable, will be closed, subject to paragraphs (d)(4) and (e) of this Rule. The Department shall make such deficiency determinations solely on the basis of one or more of the following factors: (1) FINRA staff reasonably believes the forms and all supporting documentation, in whole or in part, may not be complete, accurate or with proper authority; (2) the issuer is not current in its reporting requirements, if applicable, to the SEC or other regulatory authority; (3) FINRA has actual knowledge that the issuer, associated persons, officers, directors, transfer agent, legal adviser, promoters or other persons connected to the issuer or the SEA Rule 10b-17 Action or Other Company-Related Action are the subject of a pending, adjudicated or settled regulatory action or investigation by a federal, state or foreign regulatory agency, or a self-regulatory organization; or a civil or criminal action related to fraud or securities laws violations; (4) a state, federal or foreign authority or self-regulatory organization has provided information to FINRA, or FINRA otherwise has actual knowledge indicating that the issuer, associated persons, officers, directors, transfer agent, legal adviser, promoters or other persons connected with the issuer or the SEA Rule 10b-17 Action or Other Company-Related Action may be potentially involved in fraudulent activities related to the securities markets and/or pose a threat to public investors; and/or (5) there is significant uncertainty in the settlement and clearance process for the security.
https://bradshawlawgroup.com/reverse-mergers-a-basic-primer/
Conducting effective due diligence on the shell company is essential, as merging with a “dirty” shell (i.e., a shell whose management failed to follow proper SEC reporting procedures) could prove fatal for the private company.[13] In searching for “clean” shells, private companies should consider the shell’s number of stockholders, reporting record, and how and where it is listed.[14]
https://www.hg.org/legal-articles/how-finra-rule-6490-lmpacts-reverse-mergers-30567
HOW FINRA RULE 6490 lMPACTS REVERSE MERGERS
FINRA Rule 6490, has evolved since it was enacted over two years ago. For some time, FINRA has required that issuers provide expansive disclosures and supporting documentation not only for the corporate change subject to the notice but for the company’s entire corporate history from inception.
These disclosures are required of both SEC reporting and non-reporting issuers if they undertake corporate actions including reverse mergers. Compliance with Rule 6490's requirements is a minor task for companies going public by filing a registration statement with the SEC. Companies filing registration statements rarely have difficulties obtaining DTC eligibility unlike reverse merger issuers.
The public filings of companies who register with the SEC contain most of the supporting documentation required by Rule 6490.
It is no surprise that compliance with the requirements of Rule 6490 is less burdensome for companies going public using a registration statement because these companies have fewer corporate changes in their company history than companies engaging in reverse mergers. This is especially true for reverse merger issuers who undergo multiple changes of control and periods of inactivity.
The Problem with Reverse Mergers & Disclosure under Rule 6490
For companies that engage in reverse mergers as part of their going public transaction, compliance with Rule 6490's requirements can be impossible particularly when custodianship or receivership actions have been used by shell brokers to create public shells after years of inactivity. These companies may have multiple corporate actions related to prior changes of control and often have sketchy corporate histories. Some have even been hijacked through custodianship or receivership actions. In these circumstances, documents may be unavailable or if provided to FINRA, it could potentially result in FINRA referring the matter to the SEC’s Division of Enforcement.
These companies are almost always plagued with incomplete or fraudulent corporate records which make it extremely difficult for the post-reverse merger company to comply with FINRA Rule 6490. As a result, these companies may never get FINRA approval of the contemplated corporate action.
Rule 6490 Disclosures
Issuers must provide a cover letter disclosing the full corporate history for the issuer itemizing all material facts including every corporate change that has occurred from inception to present day.
Triggers for Review under FINRA RULE 6490
A FINRA review will be triggered if any of the five factors set forth in Rule 6490 are thought to be present:
• FINRA believes the forms are incomplete, inaccurate or filed without the appropriate corporate authority;
• The issuer is not current in its reporting obligations with the Securities and Exchange Commission;
• Persons involved in or related to the corporate action are the subject of pending or settled regulatory action or are under investigation by a regulatory body or are the subject of a pending criminal action related to fraud or securities law violations;
• Persons related to the corporate action are likely involved in fraudulent activities involving securities or may pose a threat to investors;
• There is significant uncertainty in the settlement and clearance process for the issuer’s securities.
Any company contemplating going public using a reverse merger must consider the potential impact Rule 6490 could have on its future corporate actions. Rule 6490 provides one more compelling reason why private companies seeking to go public should do so using a registration statement instead of a reverse merger.
Hi_Lo
15 hours ago
More proof CIVX is a dirty shell and a scam.
HOW FINRA RULE 6490 lMPACTS REVERSE MERGERS
https://www.hg.org/legal-articles/how-finra-rule-6490-lmpacts-reverse-mergers-30567
FINRA Rule 6490, has evolved since it was enacted over two years ago. For some time, FINRA has required that issuers provide expansive disclosures and supporting documentation not only for the corporate change subject to the notice but for the company’s entire corporate history from inception.
These disclosures are required of both SEC reporting and non-reporting issuers if they undertake corporate actions including reverse mergers. Compliance with Rule 6490's requirements is a minor task for companies going public by filing a registration statement with the SEC. Companies filing registration statements rarely have difficulties obtaining DTC eligibility unlike reverse merger issuers.
The public filings of companies who register with the SEC contain most of the supporting documentation required by Rule 6490.
It is no surprise that compliance with the requirements of Rule 6490 is less burdensome for companies going public using a registration statement because these companies have fewer corporate changes in their company history than companies engaging in reverse mergers. This is especially true for reverse merger issuers who undergo multiple changes of control and periods of inactivity.
The Problem with Reverse Mergers & Disclosure under Rule 6490
For companies that engage in reverse mergers as part of their going public transaction, compliance with Rule 6490's requirements can be impossible particularly when custodianship or receivership actions have been used by shell brokers to create public shells after years of inactivity. These companies may have multiple corporate actions related to prior changes of control and often have sketchy corporate histories. Some have even been hijacked through custodianship or receivership actions. In these circumstances, documents may be unavailable or if provided to FINRA, it could potentially result in FINRA referring the matter to the SEC’s Division of Enforcement.
These companies are almost always plagued with incomplete or fraudulent corporate records which make it extremely difficult for the post-reverse merger company to comply with FINRA Rule 6490. As a result, these companies may never get FINRA approval of the contemplated corporate action.
Rule 6490 Disclosures
Issuers must provide a cover letter disclosing the full corporate history for the issuer itemizing all material facts including every corporate change that has occurred from inception to present day.
Triggers for Review under FINRA RULE 6490
A FINRA review will be triggered if any of the five factors set forth in Rule 6490 are thought to be present:
• FINRA believes the forms are incomplete, inaccurate or filed without the appropriate corporate authority;
• The issuer is not current in its reporting obligations with the Securities and Exchange Commission;
• Persons involved in or related to the corporate action are the subject of pending or settled regulatory action or are under investigation by a regulatory body or are the subject of a pending criminal action related to fraud or securities law violations;
• Persons related to the corporate action are likely involved in fraudulent activities involving securities or may pose a threat to investors;
• There is significant uncertainty in the settlement and clearance process for the issuer’s securities.
Any company contemplating going public using a reverse merger must consider the potential impact Rule 6490 could have on its future corporate actions. Rule 6490 provides one more compelling reason why private companies seeking to go public should do so using a registration statement instead of a reverse merger.
https://bradshawlawgroup.com/reverse-mergers-a-basic-primer/
Conducting effective due diligence on the shell company is essential, as merging with a “dirty” shell (i.e., a shell whose management failed to follow proper SEC reporting procedures) could prove fatal for the private company.[13] In searching for “clean” shells, private companies should consider the shell’s number of stockholders, reporting record, and how and where it is listed.[14]
Hi_Lo
15 hours ago
There are plenty of Financials for CIVX
There are also plenty of missing financials - 13 years of them.
This is the best stock pick right now on the entire OTC Market.
Yeah, a garbage stock stuck in expert market with 13 years of missing financials, a SEC terminated registration, in violation of FINRA Rule 6490 and a restriction on its corporate actions such as a merger. Sounds wonderful.
Whales will be coming soon
Pump away pumper! LOL!!!
and it just completed filing obligations for Alternative Reporting Standard.
Big woop. If CIVX ever wants to complete a reverse merger it needs to be registered with the SEC - period. And the SEC terminated CIVX's registration. It also has 13 years of missing financials.which is violatiing FINRA Rule 6490 and a has a SEC restriction on its corporate actions.
Pink Current and will have acquisitions coming to OTCM Disclosures.
That's a lie that you started here that others are parroting and couldn't be further from the truth. But we know you have a long history of lying and distorting information for your pump and dumps.
CIVX must be registered with the SEC through a Form S-4 (and Form 10) which CIVX can't do because it had its registration with the SEC terminated, has 13 years of missing financials and is in violation of FINRA Rule 6490.
https://www.investopedia.com/terms/s/sec-form-s-4.asp#:~:text=Companies%20file%20this%20form%20to,remain%20compliant%20with%20financial%20regulators.
SEC Form S-4: Definition, Purpose, and Filing Requirements
By
WILL KENTON
Updated January 22, 2024
Reviewed by
CHARLENE RHINEHART
Part of the Series
Guide to Mergers and Acquisitions
What Is SEC Form S-4?
SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). SEC Form S-4 is required to register any material information related to a merger or an acquisition. The form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash. There are some key details that companies must include on the form, including their registered name and the area where they are incorporated.
KEY TAKEAWAYS:
• SEC Form S-4 is filed by a publicly traded company to register any material information related to a merger, acquisition, or stock offering.
• The SEC requires that Form S-4 contain information regarding the terms of the transaction, risk factors, ratios, pro-forma financial information, and material contracts with the company being acquired.
• Companies seeking a hostile takeover of another company must file form S-4 in the interests of public disclosure.
Understanding SEC Form S-4
SEC Form S-4 is known as the Registration Statement under the Securities Exchange Act of 1933. Public or reporting companies must submit Form S-4 to the SEC whenever they are involved in a merger, acquisition, or stock exchange offer. The SEC reviews the information to ensure that the transaction is legal and able to proceed.
For merger and acquisition (M&A) transactions, the SEC requires that Form S-4 contain information regarding several factors, including the:
• Terms of the transaction
• Risk factors
• Ratio of earnings to fixed charges and other ratios
• pro-forma financial information
• Material contracts with the company being acquired
• Additional information required for reoffering by persons and parties deemed to be underwriters
• Interests of named experts and counsel
When completing SEC Form S-4, a company must include its registered name, jurisidiction of incorporation, classification code number, employer identification number (EIN), address and names of the principal executive officers, and the name and details of the service agent. Other details include the date of the proposed sale and the company's filer status.1
M&A activity happens when companies want to expend, unite efforts, move into new segments, or maximize stakeholder value. After the transaction is complete, new shares are distributed to the shareholders of both merging companies. An exchange offer usually happens in bankruptcy cases, when a firm or financial entity exchanges securities for similar ones at less rigid terms.
SEC Form S-4.
Special Considerations
All mergers require SEC Form S-4 filing. For example, here are five typical types of mergers:
• Conglomerate Mergers: These mergers involve two unrelated companies in terms of business who join to expand their current markets.
• Congeneric Mergers: In this type of merger, the companies occupy the same market. The merger creates efficiencies or economies of scale because the companies may use the same raw materials, technology, and research and development (R&D) processes.
• Market Extension Mergers: The companies that are merging may have similar products operating in different markets. The goal for all parties is to expand into new markets.
• Horizontal Mergers: The merging parties are competitors within the same industry. The goal of the merger is to expand market share.
• Vertical Mergers: Vertical mergers occur for supply chain reasons. One company is typically a supplier to the other, and the merger reduces the costs of the final product.
The Securities Exchange Act of 1933, often referred to as the truth in securities law, requires that these registration forms provide essential facts and are filed to disclose important information upon registration of a company's securities.
What Do Companies Use SEC Form S-4?
Companies must file Form S-4 with the Securities and Exchange Commission whenever they are about to go through a merger or acquisition transaction. It is also used to alert the financial regulator when companies tender a stock offering. For instance, they must file the form when they offer securities in place of cash. The SEC uses the form to determine the legality of the transaction.
Where Do You File SEC Form S-4?
SEC Form S-4 is filed with the Securities and Exchange Commission. Companies file this form to register information about mergers, acquisitions, or stock offerings with the regulator.
Do All Mergers Require an SEC Form S-4 Filing?
Yes, all mergers that involve public companies require the filing of an SEC Form S-4. Types of mergers include conglomerate, congeneric, market extension, horizontal, and vertical mergers. The SEC uses the information provided to ensure that the transaction is permitted.
The Bottom Line
Public companies in the United States are required to submit regular filings to remain compliant with financial regulators. They must also submit forms whenever there are key changes in their businesses. SEC Form S-4 is completed and filed with the SEC whenever companies undergo a merger or acquisition, including a hostile takeover. It must also be used if a company makes a stock offering, such as the exchange of securities for cash.
Hi_Lo
22 hours ago
And CIVX must also follow not only all SEC regulations concerning mergers, it must also follow FINRA Rule 6490 which CIVX is in violation of because of its 13 years of missing financials without a Form 15.
And the fact that CIVX doesn't have a Form 10 registration statement makes CIVX's predicament even worse.
FINRA Rule 6490:
https://www.finra.org/rules-guidance/rulebooks/finra-rules/6490
(3) Deficiency Determination
In circumstances where an SEA Rule 10b-17 Action or Other Company-Related Action is deemed deficient, the Department may determine that it is necessary for the protection of investors, the public interest and to maintain fair and orderly markets, that documentation related to such SEA Rule 10b-17 Action or Other Company-Related Action will not be processed. In instances where the Department makes such a deficiency determination, the request to process documentation related to the SEA Rule 10b-17 Action or Other Company-Related Action, as applicable, will be closed, subject to paragraphs (d)(4) and (e) of this Rule. The Department shall make such deficiency determinations solely on the basis of one or more of the following factors: (1) FINRA staff reasonably believes the forms and all supporting documentation, in whole or in part, may not be complete, accurate or with proper authority; (2) the issuer is not current in its reporting requirements, if applicable, to the SEC or other regulatory authority; (3) FINRA has actual knowledge that the issuer, associated persons, officers, directors, transfer agent, legal adviser, promoters or other persons connected to the issuer or the SEA Rule 10b-17 Action or Other Company-Related Action are the subject of a pending, adjudicated or settled regulatory action or investigation by a federal, state or foreign regulatory agency, or a self-regulatory organization; or a civil or criminal action related to fraud or securities laws violations; (4) a state, federal or foreign authority or self-regulatory organization has provided information to FINRA, or FINRA otherwise has actual knowledge indicating that the issuer, associated persons, officers, directors, transfer agent, legal adviser, promoters or other persons connected with the issuer or the SEA Rule 10b-17 Action or Other Company-Related Action may be potentially involved in fraudulent activities related to the securities markets and/or pose a threat to public investors; and/or (5) there is significant uncertainty in the settlement and clearance process for the security.
https://www.hg.org/legal-articles/how-finra-rule-6490-lmpacts-reverse-mergers-30567
HOW FINRA RULE 6490 lMPACTS REVERSE MERGERS
FINRA Rule 6490, has evolved since it was enacted over two years ago. For some time, FINRA has required that issuers provide expansive disclosures and supporting documentation not only for the corporate change subject to the notice but for the company’s entire corporate history from inception.
These disclosures are required of both SEC reporting and non-reporting issuers if they undertake corporate actions including reverse mergers. Compliance with Rule 6490's requirements is a minor task for companies going public by filing a registration statement with the SEC. Companies filing registration statements rarely have difficulties obtaining DTC eligibility unlike reverse merger issuers.
The public filings of companies who register with the SEC contain most of the supporting documentation required by Rule 6490.
It is no surprise that compliance with the requirements of Rule 6490 is less burdensome for companies going public using a registration statement because these companies have fewer corporate changes in their company history than companies engaging in reverse mergers. This is especially true for reverse merger issuers who undergo multiple changes of control and periods of inactivity.
The Problem with Reverse Mergers & Disclosure under Rule 6490
For companies that engage in reverse mergers as part of their going public transaction, compliance with Rule 6490's requirements can be impossible particularly when custodianship or receivership actions have been used by shell brokers to create public shells after years of inactivity. These companies may have multiple corporate actions related to prior changes of control and often have sketchy corporate histories. Some have even been hijacked through custodianship or receivership actions. In these circumstances, documents may be unavailable or if provided to FINRA, it could potentially result in FINRA referring the matter to the SEC’s Division of Enforcement.
These companies are almost always plagued with incomplete or fraudulent corporate records which make it extremely difficult for the post-reverse merger company to comply with FINRA Rule 6490. As a result, these companies may never get FINRA approval of the contemplated corporate action.
Rule 6490 Disclosures
Issuers must provide a cover letter disclosing the full corporate history for the issuer itemizing all material facts including every corporate change that has occurred from inception to present day.
Triggers for Review under FINRA RULE 6490
A FINRA review will be triggered if any of the five factors set forth in Rule 6490 are thought to be present:
• FINRA believes the forms are incomplete, inaccurate or filed without the appropriate corporate authority;
• The issuer is not current in its reporting obligations with the Securities and Exchange Commission;
• Persons involved in or related to the corporate action are the subject of pending or settled regulatory action or are under investigation by a regulatory body or are the subject of a pending criminal action related to fraud or securities law violations;
• Persons related to the corporate action are likely involved in fraudulent activities involving securities or may pose a threat to investors;
• There is significant uncertainty in the settlement and clearance process for the issuer’s securities.
Any company contemplating going public using a reverse merger must consider the potential impact Rule 6490 could have on its future corporate actions. Rule 6490 provides one more compelling reason why private companies seeking to go public should do so using a registration statement instead of a reverse merger.
https://bradshawlawgroup.com/reverse-mergers-a-basic-primer/
Conducting effective due diligence on the shell company is essential, as merging with a “dirty” shell (i.e., a shell whose management failed to follow proper SEC reporting procedures) could prove fatal for the private company.[13] In searching for “clean” shells, private companies should consider the shell’s number of stockholders, reporting record, and how and where it is listed.[14]
Hi_Lo
22 hours ago
So, your saying the Form 15 filed on 11/19/2008, relieves Tspn/Hmbl from its financial obligations to merge on December 3, 2020??!!
Yes. For the missing financials. And I see missing financials from 2016 and 2017.
There is no way the SEC will allow 13 years of missing financials without a Form 15 filing which CIVX does not have.
Which is possible, even though it's missing financial records, Imo due to Coustodianship and being a Non Sec reporting entity.
It is NOT possible. It doesn't matter that CIVX isn't registered with the SEC.
The SEC also doesn't care about OTC Markets pink current or alternate reporting standards. It has it's own regulations that trump anything done in OTC Markets level.
CIVX is a publicly traded company and MUST follow all SEC regulations concerning mergers and CIVX doesn't qualify.
CIVX must be registered with the SEC through a Form S-4 (or Form 10) which CIVX can't do because of its 13 years of missing financials with no Form 15, making it SEC delinquent and in violation of FINRA Rule 6490.
https://www.otcmarkets.com/filing/html?id=8880161&guid=4lO-kanF-sRSJth
https://www.investopedia.com/terms/s/sec-form-s-4.asp#:~:text=Companies%20file%20this%20form%20to,remain%20compliant%20with%20financial%20regulators.
SEC Form S-4: Definition, Purpose, and Filing Requirements
By
WILL KENTON
Updated January 22, 2024
Reviewed by
CHARLENE RHINEHART
Part of the Series
Guide to Mergers and Acquisitions
What Is SEC Form S-4?
SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). SEC Form S-4 is required to register any material information related to a merger or an acquisition. The form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash. There are some key details that companies must include on the form, including their registered name and the area where they are incorporated.
KEY TAKEAWAYS:
• SEC Form S-4 is filed by a publicly traded company to register any material information related to a merger, acquisition, or stock offering.
• The SEC requires that Form S-4 contain information regarding the terms of the transaction, risk factors, ratios, pro-forma financial information, and material contracts with the company being acquired.
• Companies seeking a hostile takeover of another company must file form S-4 in the interests of public disclosure.
Understanding SEC Form S-4
SEC Form S-4 is known as the Registration Statement under the Securities Exchange Act of 1933. Public or reporting companies must submit Form S-4 to the SEC whenever they are involved in a merger, acquisition, or stock exchange offer. The SEC reviews the information to ensure that the transaction is legal and able to proceed.
For merger and acquisition (M&A) transactions, the SEC requires that Form S-4 contain information regarding several factors, including the:
• Terms of the transaction
• Risk factors
• Ratio of earnings to fixed charges and other ratios
• pro-forma financial information
• Material contracts with the company being acquired
• Additional information required for reoffering by persons and parties deemed to be underwriters
• Interests of named experts and counsel
When completing SEC Form S-4, a company must include its registered name, jurisidiction of incorporation, classification code number, employer identification number (EIN), address and names of the principal executive officers, and the name and details of the service agent. Other details include the date of the proposed sale and the company's filer status.1
M&A activity happens when companies want to expend, unite efforts, move into new segments, or maximize stakeholder value. After the transaction is complete, new shares are distributed to the shareholders of both merging companies. An exchange offer usually happens in bankruptcy cases, when a firm or financial entity exchanges securities for similar ones at less rigid terms.
SEC Form S-4.
Special Considerations
All mergers require SEC Form S-4 filing. For example, here are five typical types of mergers:
• Conglomerate Mergers: These mergers involve two unrelated companies in terms of business who join to expand their current markets.
• Congeneric Mergers: In this type of merger, the companies occupy the same market. The merger creates efficiencies or economies of scale because the companies may use the same raw materials, technology, and research and development (R&D) processes.
• Market Extension Mergers: The companies that are merging may have similar products operating in different markets. The goal for all parties is to expand into new markets.
• Horizontal Mergers: The merging parties are competitors within the same industry. The goal of the merger is to expand market share.
• Vertical Mergers: Vertical mergers occur for supply chain reasons. One company is typically a supplier to the other, and the merger reduces the costs of the final product.
The Securities Exchange Act of 1933, often referred to as the truth in securities law, requires that these registration forms provide essential facts and are filed to disclose important information upon registration of a company's securities.
What Do Companies Use SEC Form S-4?
Companies must file Form S-4 with the Securities and Exchange Commission whenever they are about to go through a merger or acquisition transaction. It is also used to alert the financial regulator when companies tender a stock offering. For instance, they must file the form when they offer securities in place of cash. The SEC uses the form to determine the legality of the transaction.
Where Do You File SEC Form S-4?
SEC Form S-4 is filed with the Securities and Exchange Commission. Companies file this form to register information about mergers, acquisitions, or stock offerings with the regulator.
Do All Mergers Require an SEC Form S-4 Filing?
Yes, all mergers that involve public companies require the filing of an SEC Form S-4. Types of mergers include conglomerate, congeneric, market extension, horizontal, and vertical mergers. The SEC uses the information provided to ensure that the transaction is permitted.
The Bottom Line
Public companies in the United States are required to submit regular filings to remain compliant with financial regulators. They must also submit forms whenever there are key changes in their businesses. SEC Form S-4 is completed and filed with the SEC whenever companies undergo a merger or acquisition[/b[, including a hostile takeover. It must also be used if a company makes a stock offering, such as the exchange of securities for cash.
Ribo
22 hours ago
So, your saying the Form 15 filed on 11/19/2008, relieves Tspn/Hmbl from its financial obligations to merge on December 3, 2020??!!
Even though its missing financial records from 11/16/2015 to 12/31/2018, reported on 10/27/2020.
The R/S & current share price of Tspn/Hmbl is not in debate!!!
All that Civx shareholders care about is the merger!!!
Which is possible, even though it's missing financial records, Imo due to Coustodianship and being a Non Sec reporting entity.
Hi_Lo
2 days ago
And these financial law firm articles about dirty shells like CIVX, missing financials (which CIVX has 13 years missing ) and how difficult it is for dirty shells like CIVX to be able to get a reverse merger approved by the SEC without a SEC registration statement - a registration statement that CIVX will never be able to get because of its SEC delnquency, continued violation of FINRA Rule 6490 and missing financials.
https://bradshawlawgroup.com/reverse-mergers-a-basic-primer/
Conducting effective due diligence on the shell company is essential, as merging with a “dirty” shell (i.e., a shell whose management failed to follow proper SEC reporting procedures) could prove fatal for the private company.[13] In searching for “clean” shells, private companies should consider the shell’s number of stockholders, reporting record, and how and where it is listed.[14]
More proof CNNA is a dirty shell and a scam.
https://www.hg.org/legal-articles/how-finra-rule-6490-lmpacts-reverse-mergers-30567
HOW FINRA RULE 6490 lMPACTS REVERSE MERGERS
FINRA Rule 6490, has evolved since it was enacted over two years ago. For some time, FINRA has required that issuers provide expansive disclosures and supporting documentation not only for the corporate change subject to the notice but for the company’s entire corporate history from inception.
These disclosures are required of both SEC reporting and non-reporting issuers if they undertake corporate actions including reverse mergers. Compliance with Rule 6490's requirements is a minor task for companies going public by filing a registration statement with the SEC. Companies filing registration statements rarely have difficulties obtaining DTC eligibility unlike reverse merger issuers.
The public filings of companies who register with the SEC contain most of the supporting documentation required by Rule 6490.
It is no surprise that compliance with the requirements of Rule 6490 is less burdensome for companies going public using a registration statement because these companies have fewer corporate changes in their company history than companies engaging in reverse mergers. This is especially true for reverse merger issuers who undergo multiple changes of control and periods of inactivity.
The Problem with Reverse Mergers & Disclosure under Rule 6490
For companies that engage in reverse mergers as part of their going public transaction, compliance with Rule 6490's requirements can be impossible particularly when custodianship or receivership actions have been used by shell brokers to create public shells after years of inactivity. These companies may have multiple corporate actions related to prior changes of control and often have sketchy corporate histories. Some have even been hijacked through custodianship or receivership actions. In these circumstances, documents may be unavailable or if provided to FINRA, it could potentially result in FINRA referring the matter to the SEC’s Division of Enforcement.
These companies are almost always plagued with incomplete or fraudulent corporate records which make it extremely difficult for the post-reverse merger company to comply with FINRA Rule 6490. As a result, these companies may never get FINRA approval of the contemplated corporate action.
Rule 6490 Disclosures
Issuers must provide a cover letter disclosing the full corporate history for the issuer itemizing all material facts including every corporate change that has occurred from inception to present day.
Triggers for Review under FINRA RULE 6490
A FINRA review will be triggered if any of the five factors set forth in Rule 6490 are thought to be present:
• FINRA believes the forms are incomplete, inaccurate or filed without the appropriate corporate authority;
• The issuer is not current in its reporting obligations with the Securities and Exchange Commission;
• Persons involved in or related to the corporate action are the subject of pending or settled regulatory action or are under investigation by a regulatory body or are the subject of a pending criminal action related to fraud or securities law violations;
• Persons related to the corporate action are likely involved in fraudulent activities involving securities or may pose a threat to investors;
• There is significant uncertainty in the settlement and clearance process for the issuer’s securities.
Any company contemplating going public using a reverse merger must consider the potential impact Rule 6490 could have on its future corporate actions. Rule 6490 provides one more compelling reason why private companies seeking to go public should do so using a registration statement instead of a reverse merger.
Hi_Lo
2 days ago
Who knows if your whole copy and paste scheme is even for the right stock.
It is for CIVX with verifiable links like this one.
CIVX must be registered with the SEC through a Form S-4 (or Form 10) which CIVX can't do because it isn't registered with the SEC and still has 13 years of missing financials.
https://www.otcmarkets.com/filing/html?id=8880161&guid=4lO-kanF-sRSJth
https://www.investopedia.com/terms/s/sec-form-s-4.asp#:~:text=Companies%20file%20this%20form%20to,remain%20compliant%20with%20financial%20regulators.
SEC Form S-4: Definition, Purpose, and Filing Requirements
By
WILL KENTON
Updated January 22, 2024
Reviewed by
CHARLENE RHINEHART
Part of the Series
Guide to Mergers and Acquisitions
What Is SEC Form S-4?
SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). SEC Form S-4 is required to register any material information related to a merger or an acquisition. The form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash. There are some key details that companies must include on the form, including their registered name and the area where they are incorporated.
KEY TAKEAWAYS:
• SEC Form S-4 is filed by a publicly traded company to register any material information related to a merger, acquisition, or stock offering.
• The SEC requires that Form S-4 contain information regarding the terms of the transaction, risk factors, ratios, pro-forma financial information, and material contracts with the company being acquired.
• Companies seeking a hostile takeover of another company must file form S-4 in the interests of public disclosure.
Understanding SEC Form S-4
SEC Form S-4 is known as the Registration Statement under the Securities Exchange Act of 1933. Public or reporting companies must submit Form S-4 to the SEC whenever they are involved in a merger, acquisition, or stock exchange offer. The SEC reviews the information to ensure that the transaction is legal and able to proceed.
For merger and acquisition (M&A) transactions, the SEC requires that Form S-4 contain information regarding several factors, including the:
• Terms of the transaction
• Risk factors
• Ratio of earnings to fixed charges and other ratios
• pro-forma financial information
• Material contracts with the company being acquired
• Additional information required for reoffering by persons and parties deemed to be underwriters
• Interests of named experts and counsel
When completing SEC Form S-4, a company must include its registered name, jurisidiction of incorporation, classification code number, employer identification number (EIN), address and names of the principal executive officers, and the name and details of the service agent. Other details include the date of the proposed sale and the company's filer status.1
M&A activity happens when companies want to expend, unite efforts, move into new segments, or maximize stakeholder value. After the transaction is complete, new shares are distributed to the shareholders of both merging companies. An exchange offer usually happens in bankruptcy cases, when a firm or financial entity exchanges securities for similar ones at less rigid terms.
SEC Form S-4.
Special Considerations
All mergers require SEC Form S-4 filing. For example, here are five typical types of mergers:
• Conglomerate Mergers: These mergers involve two unrelated companies in terms of business who join to expand their current markets.
• Congeneric Mergers: In this type of merger, the companies occupy the same market. The merger creates efficiencies or economies of scale because the companies may use the same raw materials, technology, and research and development (R&D) processes.
• Market Extension Mergers: The companies that are merging may have similar products operating in different markets. The goal for all parties is to expand into new markets.
• Horizontal Mergers: The merging parties are competitors within the same industry. The goal of the merger is to expand market share.
• Vertical Mergers: Vertical mergers occur for supply chain reasons. One company is typically a supplier to the other, and the merger reduces the costs of the final product.
The Securities Exchange Act of 1933, often referred to as the truth in securities law, requires that these registration forms provide essential facts and are filed to disclose important information upon registration of a company's securities.
What Do Companies Use SEC Form S-4?
Companies must file Form S-4 with the Securities and Exchange Commission whenever they are about to go through a merger or acquisition transaction. It is also used to alert the financial regulator when companies tender a stock offering. For instance, they must file the form when they offer securities in place of cash. The SEC uses the form to determine the legality of the transaction.
Where Do You File SEC Form S-4?
SEC Form S-4 is filed with the Securities and Exchange Commission. Companies file this form to register information about mergers, acquisitions, or stock offerings with the regulator.
Do All Mergers Require an SEC Form S-4 Filing?
Yes, all mergers that involve public companies require the filing of an SEC Form S-4. Types of mergers include conglomerate, congeneric, market extension, horizontal, and vertical mergers. The SEC uses the information provided to ensure that the transaction is permitted.
The Bottom Line
Public companies in the United States are required to submit regular filings to remain compliant with financial regulators. They must also submit forms whenever there are key changes in their businesses. SEC Form S-4 is completed and filed with the SEC whenever companies undergo a merger or acquisition[/b[, including a hostile takeover. It must also be used if a company makes a stock offering, such as the exchange of securities for cash.
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