Considering the above amendments, companies should review existing 10b5-1 plans to ensure compliance with the new rules.
In the past decade, we have seen a significant rise in the use of crypto asset markets. One such crypto currency exchange collapsed in December of 2022 after facing a liquidity crisis and has since filed for bankruptcy. This has caused widespread disruption in those markets. Shortly thereafter, the U.S. Securities and Exchange Commission (“SEC”) issued new guidance asking public companies to include exposure and risk to the cryptocurrency market in their disclosures to investors. The Division of Corporation Finance believes that companies should provide investors with specific, tailored disclosures about crypto market events and conditions, the company’s exposure to those events and conditions, and the potential impact on investors.
Specifically, companies should consider updating their existing disclosures and, moving forward, will need to address crypto asset market developments in their fillings generally. This should be included in their business description, risk factors, and management’s decision and analysis sections of their filings. In the SEC’s statement, it is further clarified that there is a “…need to clear disclosure about the material impacts of crypto asset market developments, which may include a company’s exposure to counterparties and other market participants; risks related to a company’s liquidity and ability to obtain financing; and risks related to legal proceedings, investigations, or regulatory impacts in the crypto asset markets.” Also included in the SEC’s statement is a letter that lists sample comments that the division may issue to companies depending on their particular facts or circumstances.
Director/Officer | Role | Company |
Adam Rogas | CEO | NS8, Inc. |
Anthony Michael Hernandez | CEO | Oi2Go Media Technologies, Inc. |
Amount | Director/Officer | Role | Company |
$ 1,800,000,00 | Randall Goulding | Owner | The Nutmeg Group LLC |
$ 574,312.45 | Matthew Moravec | CEO | Thor Technologies, Inc. |