# BaFin Prohibits Nexura VG Share Offering in Germany > BaFin prohibits Nexura VG from publicly offering shares in GoldRock Industries Ltd. in Germany due to the absence of a securities prospectus. Source: https://www.mtrlegal.com/en/bafin-prohibits-nexura-vg-share-offering-in-germany/ · Language: en · Updated: 2026-10-28 --- ## BaFin Prohibits Public Share Offering By decision dated 23 October 2026, the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority) prohibited Nexura VG from publicly offering shares in GoldRock Industries Ltd. in Germany. According to the [BaFin notice](https://www.bafin.de/SharedDocs/Veroeffentlichungen/DE/Verbrauchermitteilung/weitere/2026/meldung_2026_10_28_nexura_vg.html) of 28 October 2026, Nexura VG is therefore not permitted to publicly market the securities concerned on the German market. The authority justified the prohibition on the grounds that no securities prospectus approved by it had been published containing the information required under the Wertpapierprospektgesetz (WpPG, German Securities Prospectus Act) and the EU Prospectus Regulation. The supervisory measure is not yet final, but is immediately enforceable. A final decision concluding the proceedings has therefore not yet been made. ### Earlier Notice Concerning a Possible Prospectus Violation According to its current notice, BaFin had already announced on 16 September 2026 that there were indications that the shares concerned had been publicly offered in Germany without the required prospectus. The prohibition now imposed goes beyond that earlier notice and constitutes a specific supervisory measure. BaFin’s publication does not provide any information on the number of investors affected, the volume of potential investments or the individual terms of the offering. Nor does it contain any assessment of the financial circumstances of GoldRock Industries Ltd. The objection concerns the public offering without the approved securities prospectus that the authority considers to be required. ## Prospectus Requirement for Public Offers of Securities ### General Rule Under the EU Prospectus Regulation As a general rule, securities may only be publicly offered in Germany after a prospectus approved by BaFin has been published. A public offering without such a prospectus violates [Article 3(1)](https://eur-lex.europa.eu/eli/reg/2017/1129/oj) of the EU Prospectus Regulation, unless a [statutory exemption from the prospectus requirement](https://www.mtrlegal.com/wiki/prospektpflicht/) applies. The securities prospectus constitutes a legally prescribed source of information for prospective investors. It must contain the required information about the security, the issuer and the offering. However, the existence of an approved prospectus does not mean that BaFin has assessed or recommended the investment from a financial perspective. ### Scope of BaFin’s Prospectus Review As part of the approval process, BaFin examines whether the submitted prospectus contains the statutory minimum information. It also reviews whether the presentation is comprehensible and internally coherent, meaning free of contradictions. In particular, the following matters do not form part of this review: - BaFin does not verify the substantive accuracy of the information contained in the prospectus. - It does not assess the issuer’s trustworthiness. - It does not review the financial quality or prospects of success of the product being offered. The approval of a prospectus must therefore not be equated with official confirmation of an investment’s value or safety. ## Potential Consequences of Breaching the Prospectus Requirement ### Liability Provisions of the Wertpapierprospektgesetz The Wertpapierprospektgesetz contains various grounds for liability. Offerors and issuers may be liable under § 14 WpPG for unlawfully failing to publish a required prospectus. Liability for incorrect or incomplete information in a published securities prospectus is governed by §§ 9 and 10 WpPG, respectively. Whether this gives rise to claims in an individual case depends on the applicable statutory requirements and the specific circumstances. The BaFin notice does not indicate that any particular civil-law claims have already been established by a court. ### Range of Administrative Fines for Violations A violation of the prospectus requirement may be punishable by an administrative fine of up to five million euros or up to three per cent of the total turnover generated in the preceding financial year. In addition, the administrative fine may amount to up to twice the financial benefit derived from the violation. BaFin’s publication does not state that an administrative fine has already been imposed on Nexura VG. The notice concerns the prohibition of the public offering, which is immediately enforceable but not yet final. ## Warning Issued by the Luxembourg Financial Regulator ### No Authorisation by the CSSF The Luxembourg Commission de Surveillance du Secteur Financier (CSSF, Luxembourg Financial Sector Supervisory Commission) has also issued a statement concerning Nexura VG. According to its warning, Nexura VG is not supervised by the CSSF and has no authorisation to offer investment services or other financial services in or from Luxembourg. The CSSF classifies the activities conducted under this name as unauthorised activities. The warning lists “Business Space Luxembourg, 65 Place de la Gare, 1616 Luxembourg” as the purported registered office. At the same time, the CSSF makes it clear that no corresponding authorisation exists in Luxembourg. ### Contact Details Listed by the CSSF The Luxembourg supervisory authority attributes the following contact details to Nexura VG: - The CSSF lists “www.nexuravg.com” as its website. - It lists “[info@nexuravg.com](mailto:info@nexuravg.com)” as its email address. - It lists “+352 208 801 93” and “+352 208 801 94” as telephone numbers. This information reflects the official warning issued by the CSSF. It does not contain any further findings concerning individual contractual relationships or the financial position of GoldRock Industries Ltd. ## Information Provided by BaFin for Investors BaFin advises that investments in securities should be made on the basis of the required information. BaFin’s prospectus database can be used to check whether an approved prospectus for a public offer of securities has been filed with the authority. It should be noted that statutory exemptions from the prospectus requirement may apply. BaFin performs its duties and exercises its powers pursuant to § 4(4) of the Finanzdienstleistungsaufsichtsgesetz (FinDAG, German Financial Services Supervision Act) exclusively in the public interest. Due to its statutory duty of confidentiality, it cannot inform third parties about the progress or outcome of administrative proceedings. Specific information, such as contractual documents, communication data or an offeror’s bank account details, may be submitted to BaFin’s whistleblower contact point. ## Capital Markets Law Assessment of the Individual Case A supervisory prohibition does not, in itself, resolve all questions concerning contracts already concluded or potential claims. Relevant factors include the specific structure of the offering, the contracting parties involved and the information provided in the individual case. MTR Legal Rechtsanwälte advises companies, investors and high-net-worth individuals on related matters; further information is available under [legal advice on capital markets law](https://www.mtrlegal.com/rechtsberatung/kapitalmarktrecht/).