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Re: Poptech post# 316826

Wednesday, 04/20/2016 9:29:03 AM

Wednesday, April 20, 2016 9:29:03 AM

Post# of 326338
Popt: In May, Neomedia will not take any additional steps to cancel the shares. They will be no dissolution because they're a viable business that just decided, because they could due to having <300 shareholders on record, to save hundreds of thousands a year in filing fees. That's it. That's all that took place. To do that though, their securities registration w/ the SEC has to be terminated. It's just way it is because at the point they register w/ the SEC to start filing periodic publicly financial reports and they have to continue to file those until or unless certain conditions are met. Having <300 shareholders is the most common reasons used to suspend filing.

Announcing a settlement w/ YA in no way would usher in the cancellation of shares. Explain that one.

And, regarding the announcement or execution of a dissolution...that as well, in no way ushers in the cancellation of shares in 90 days. Been over this before...the filing of a cert of dissolution only signals the beginning of the dissolution process. It's a three year period w/ DE they allow for a company to wind everything up 100% before a company's status is changed to CANCELLED, which means it's finally been fully dissolved. And, anything can happen in that time, like for instance a reverse triangular merger to take a large private LLC public as tax-free re-organization.

State of Delaware field descriptions...

C - Cancelled - A certificate of Cancellation has been voluntarily filed by the entity to terminate its existence. This certificate is filed when an entity has dissolved and at the completion of winding up the entity.

D - Dissolved - A certificate of Dissolution has been voluntarily filed by the corporation to terminate its legal existence

.
But, again, that won't happen here because NeoMedia is alive and kicking.

or ask FINRA to stop trading
Been over this one too before...Again, a company has no control over whether or not its shares trade. Meaning, they can't just do as you wrongly suggest. Here, read the rule on how a company's shares can stop trading...

FINRA FAQ's...
9. When can a company be removed from the OTCBB?

OTCBB issuers that become delinquent in their required regulatory filings will have their securities removed from the OTC Bulletin Board. Further, all OTCBB issues must maintain at least one registered Market Maker to remain on the OTCBB. When the last Market Maker in a security withdraws from the stock, the issue is removed from the OTCBB after 4 days pursuant to Rule 15c2-11. An issuer cannot voluntarily withdraw from the OTCBB; only a market maker can voluntarily withdraw its quote from the OTCBB. If an OTCBB security becomes listed on an exchange, it will no longer be eligible and will be removed from the OTCBB.



So, tell us...

If NeoMedia were to call up FINRA and ask them to stop their stock from trading and pull its quote from the OTCBB, would FINRA do so?

Hypothetical question...IF NeoMedia were to ever file a Certificate of Dissolution w/ the State of DE SOS, could FINRA by their own decree suspend NeoMedia's CUSIP just for that reason alone? Is there a rule that states if NeoMedia were to ever file a cert of dissolution that FINRA must suspend its CUSIP and it must be delisted?

How can NeoMedia's stock ever be de-listed/removed from the OTCBB, short of the shares being cancelled which would leave nothing to trade? What's that one way?

When shares are de-listed, what happens to them? Do they automatically get cancelled? Do they just, POOF!, disappear? Or, do they remain, just unable to be traded publicly on an exchange?

I do have to agree w/ you on one point...For all intents and purposes, the shares are worthless. That's about it though.

lns