Top Shelf Brands Holdings Corp. (DKTS)

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$TEMN Only thing is, these 125M free shares will be RESTRICTED for quite some time. At least 12 months from date of issue.

Including Any Significant Amount of Your Shares or Shares of Your Insiders in the Offering

If you are selling stock from the company treasury that you haven’t already sold to someone in an IPO or DPO, the selling price of the stock in the offering is fixed and cannot be changed after your registration statement is declared effective.

Selling Stockholder Registration statements, on the other hand, do not have to be fixed-priced. Assuming there is a trading market, Selling Stockholders can sell their stock at the market price or any other price they want.

Remember that your stock and the stock of other insiders is never fully free trading. So you may think one solution is to make you and other insiders Selling Stockholders along with other independent, non-affiliated investors to whom you have sold your stock. This doesn’t work, for several reasons:

If you include any significant portion of your stock in the registration statement, the SEC will say you are doing an indirect public offering and you and other insiders are acting as a conduit for the company to sell its treasury stock. So you and the other insiders can only sell your stock at a fixed price, not at the market price. This won’t work.

This indirect public offering position is what tripped up PIPE and Equity Line financings a few years ago. Out of the blue, even though the PIPE and Equity Line investors were not insiders, the SEC said that if they are selling a large enough amount of stock [ultimately the SEC defined as approximately 30% or more of the non-affiliated float, i.e. free trading shares not owned by insiders], the offering was an indirect public offering and had to be fixed priced. This didn’t work and caused severe disruption of the PIPE financing market.

If you sell any large portion of your stock or other insiders sell any large portion of their stock, investors may worry that you insiders are bailing out, creating significant selling pressure on your stock price, driving it down.

http://www.goingpublicinformation.com/selling_stock_getting_ticker_symbol.htm