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Re: adijas post# 9

Tuesday, 11/29/2016 4:50:48 PM

Tuesday, November 29, 2016 4:50:48 PM

Post# of 85
From the 8K:

Securities Eligible for Future Sale



As adjusted for the Securities Exchange and Management Entity Merger, the Company had outstanding 15,860,342 shares of common stock as of the date of this Report. Approximately 15,288,994 of these shares are restricted securities under Rule 144 of the Securities Act, in that they were issued in private transactions not involving a public offering. Approximately 571,348 shares of Company common stock are not restricted securities, because the sale of such shares occurred in connection with secondary transactions by certain stockholders, pursuant to resale registration statements which were in effect at the time of such resales.



Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies



Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. Rule 144 also is not available for resale of securities issued by any shell companies (other than business combination-related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an exception to this prohibition, however, if the following conditions are met:



? the issuer of the securities that was formerly a shell company has ceased to be a shell company;



? the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



? the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and



? at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.



As a result, none of the Company’s stockholders is currently able to sell shares of the Company’s common stock in reliance on Rule 144. Assuming we continue to meet the requirements set forth above, Rule 144 will become available to the Company’s stockholders one year after the date of this Report. The Company’s stockholders may currently resell their shares of the Company’s common stock only pursuant to a registration statement that has been declared effective under the Securities Act or pursuant to another exemption from registration.

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