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Saturday, November 3, 2012 Rule 144 Opinions If you are in need of an opinion under SEC Rule 144, contact me, John Lux, at john.lux@securities-law.info Law Offices John E. Lux, Esq. 10411 Motor City Drive, Suite 750 Bethesda, Maryland 20817 (240) 200-4529 = (240) 200-4LAW john.lux@securities-law.info Website www.securities-law.info http://opportunistmagazine.com/securities-attorney-john-lux-name/ Posted by John Lux at 5:09 PM No comments: Email This BlogThis! Share to Twitter Share to Facebook Share to Pinterest Rule 144 Information The purpose of this blog is to inform about some of the finer points of Rule 144. Posted by John Lux at 4:49 PM No comments: Email T
Sun_Feb_10_08:00:38_PST_2019
Thursday, November 7, 2013 Form 10 Shell Danger Http://www.securities-law.info http://www.reverse-merger.info Form 10 Shell Danger There are many people who create "Form 10 shells" and sell them to people as reverse merger vehicles to go public with a reverse merger. These are sometimes called "blank check" shells or "virgin shells." A Form 10 shell is created a company with limited assets and no business, files a Form 10 with the SEC to register the company. Form 10 registers a company with the SEC under the Securities and Exchange Act of 1934, but does not allow the company to issue any trading securities publicly. Free trading stock is accomplished by a registration under the Securities Act of 1933, a different statute than the Securities and Exchange Act of 1934. The game plan of the Form 10
Sun_Feb_10_07:00:38_PST_2019
Are You an Affiliate? You are an "affiliate" of the issuer if you have "control." Rule 144 defines "`affiliate' of an issuer" as any "person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer." While Rule 144 fails to define "control," Rule 405 of Regulation C establishes a definition of "affiliate" identical to that of Rule 144 and defines "control" as "the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person whether through the ownership of voting securities, by contract, or otherwise." The Issue is simply are you, or you and others acting in concert, in sufficient "control" of the company to become "affiliates."
Sun_Feb_10_06:00:38_PST_2019
Wednesday, May 8, 2013 Gypsy Swap -- Rule 144 Issue for Pink Sheet Companies One of the most important issues in a Pink Sheet company is to find paths to raise new money. Naturally, free trading stock has more marketability than restricted stock. A Pink Sheet company cannot file a registration statement with the SEC because they lack the necessary PCAOB audited financials. In fact, if it was a former shell company, it cannot even sell stock privately to investors and ask them to wait a year to sell under Rule 144 because Rule 144 is not available for a former shell company. One innovative solution some companies have tried is to do what is called a "Gypsy Swap." In a Gypsy Swap, the company has a shareholder with free trading stock to sell his stock to a new, cash investor. The money goes to the company and the company issues restricted stock to the shareholder who had the free trading stock
Sun_Feb_10_05:00:37_PST_2019
Tuesday, November 11, 2014 Footnote 32 Shells not good for Reverse Mergers Reverse merger shell promoters have learned that they can create small public companies at a very low cost. In order, they think, to escape being called "shell companies" they put in small businesses. However, the real intention to be a reverse merger shell but the SEC is aware of this scam. They want to avoid this section of Rule 144: i) Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets. (1) This section is not available for the resale of securities initially issued by an issuer defined below: (i) An issuer, other than a business combination related shell company, as defined in § 230.405 , or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter), that has: (A) No or n