Everything you need to know about Reverse Shell Mergers by Ralph Amato
There also appears to be some confusion as to the hold time for individuals who purchased shares from a company who later backed into an OTCBB shell. Is the wait period six months from the time the company becomes fully reporting or does the company merely have to be fully reporting and you must have [...]
PIPE Transactions
Historically, companies that were funded through a PIPE would register the shares so they would become freely tradable. The company would usually keep the registration statement effective until either the shares that were registered were sold or until such time as the shareholders could sell their shares without any restrictions under Rule 144.
There are [...]
Previously, many shareholders in reverse mergers did not have Rule 144 available to them as they do now. The SEC has also eliminated certain volume restrictions that were mandated prior to the rule changes.
Also included in new Rule 144(i) is the following: if a company ever was a shell company, past or present, then the [...]
I have spoken to several attorneys about the new Rule 144 changes that took place in February of this year and there appears to be mixed opinions as to how the rule applies when you are backing a company into an OTCBB shell that is dormant, has no assets and is reporting to the SEC [...]
I recently read an explanation from Perkins Coie law firm concerning Rule 144 and how it affects OTCBB companies that file as “shell companies”. Here is a direct quote issued by the firm:
January 22, 2008
Shell Company Securities.
“Rule 144 generally may not be relied on for the resale of securities [...]
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230 and 239
[Release No. 33–8869; File No. S7–11–07]
RIN 3235–AH13
Revisions to Rules 144 and 145
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
SUMMARY: Rule 144 under the Securities Act of 1933 creates a safe harbor for the sale of securities under the exemption set forth in Section 4(1) of the Securities
Act. We [...]
By DealFlow Media – www.dealflowmedia.com
The Securities and Exchange Commission published the final draft of changes it’s making to Rules 144 and 145 of the Securities Act of 1933 on Dec. 6. The rule changes, which deal partly with requirements for holders of restricted stock, have been under discussion since last spring at the SEC and [...]
On December 6, 2007 the SEC published the final Rule 144 release. I have not read the entire document. It takes effect 60 days after it is published in the Federal Register, so it should go effective sometime in February.
The big news: Worm/Wulff is toast, gone, history. The SEC did an about face and changed [...]
Further clarification on the new 144K rule. There was a lot of confusion as to what determined the starting point for the new six month holding period. Did it start from (1) the date you purchase the securities or (2) the date the company filed to become fully reporting or (3) the date [...]
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