Marker Therapeutics Inc (MRKR)

[TOB]

Private placements generally do have sell restrictions, 6 months being the new common minimum. But I don't know the terms of these warrant deals.

Can you link to or give the date of the 8K you're talking about? I read back several but didn't see that detail.

In any case, if Dart is over 10% of the O/S then he's an affiliate and has automatic restrictions on his selling. Financiers looking to sell shares stay below 10% for this reason. Anyone going over 10% must be regarded as intending to hold.

Under SEC Rule 144, a 10% and greater holder is an "affiliate" and has "control securities". Insiders have the same restrictions. A holding period is normal, but there are other restrictions.

The Trading Volume Formula is in play here for Control Securities. For an OTC stock an affiliate can sell no more than 1% of the outstanding shares in any three-month period. That's pretty restrictive and should keep any 10% or + holder locked in. They obviously know this rule, so if they go to 10% we know they're thinking hold, not sell.

From this post by Resumeblank, it looks like 3 out of the five warrant holders will be 10%+ affiliates.

1 bought to be just below 10%, which is more common to keep flexibility. 1 to be just below 5% which is also common, as there are some reporting rules that come into play at 5% (Schedule 13(D)(G).

That leaves the majority of these warrants restricted, and thus not an "over-hang". Not able to generate selling pressure.

SEC Rule 144