MEMORANDUM
FOR: The Honorable Chair, U.S. Securities and Exchange Commission
Director, Division of Corporation Finance
Director, Division of Enforcement
FROM: David Gross
DATE: April 4, 2025
SUBJECT: Urgent Recommendation: Enhanced Specificity for Use of Proceeds Disclosures
1. Purpose: This memorandum recommends immediate action (rulemaking or interpretive guidance) to prohibit public companies from using vague terms like “other general corporate purposes” as the primary descriptor for the intended use of capital raised via registered direct offerings, private placements, or shelf registrations.
2. Problem Statement & Background: Current Regulation S-K allows non-specific “general corporate purposes” disclosures. This flexibility is being exploited, contributing to significant retail investor harm. We’ve observed a troubling pattern, particularly acute during the Biden administration, where companies, especially in FDA-regulated sectors like biotech (e.g., Lucira Health, Cue Health) and other industries (e.g., Applied UV, Virgin Orbit, Rockley Photonics, Pacific Coast Oil Trust), raise substantial funds citing vague purposes shortly before collapsing into bankruptcy. This frequently results in devastating losses for individual investors (often $50,000+), while employees lose jobs.
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