Thursday, August 25, 2016 4:16:03 AM
There is not any lower class of the OTC market, unless you quit reporting on the OTC infomercial site.
The QX and QB are the higher tiers of the OTC market, they at least require a company is SEC reporting, which TRON no longer is.
As per the Evergreen Rule, being as TRON was a SEC reporting shell company that is no longer reporting (once a SEC registrant) they do not have Rule 144 available for persons to be able to legally sell PIPE shares, or convertible debt shares, or any restricted shares into the market.
That would require TRON to become SEC compliant again, which is even a more tedious process since they filed Form 15 recently to go to dark SEC filer status legally.
Now they need a brand new Form 10 or S-1 filed with, and approved by, the SEC to garner new investment of any kind if any investor has a lick of common sense and knowledge of the true stock market. Not the perceptions presented in the message board market, which are most often erroneous if not downright deceptive.
The process to become fully reporting again is more difficult once a company files to go dark. The SEC is going to have a lot of questions.
No PIPE investor with a lick of sense would invest in an ex SEC filer shell subject to the Evergreen Rule, which TRON clearly is.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=124753043
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For investor's who don't know what Rule 144 is:
Rule 144
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met."
https://www.sec.gov/investor/pubs/rule144.htm
The Evergreen Rule states that Rule 144 is not available for the resale of securities initially issued by a former shell, unless they file a Form 10 or S-1 and wait 12 months afterwards.
PIPE shares CAN be sold legally. They only need to wait 12 months after TRON files a Form 10/S-1.
This is only a disadvantage in regards to the Merger/APO process. The Merger and APO can still be completed.
Perhaps TRON/iMedscan will file a Form 10 or S-1 after the Merger and APO is complete. When they will, we don't know. PIPE investors should be aware they filed a Form 15, and will have to be cognizant of the fact that if TRON does indeed file a Form 10/S-1, they will have to wait until the Evergreen rule has been satisfied.
What I am about to state is speculation, as with all post's on this board. Take this with a grain of salt. I can only make my assumptions based off of TRON's recent filings, PR's and opinion's.
I would assume iMedscan and TRON was aware that TRON would submit a Form 15, since TRON's Merger/APO agreement was made in March, and Form 15 was submitted on June 29th. The fact that TRON submitted a Press Release on AUG 19th involving Acuant Corporation and Change Healthcare further substantiates that TRON's Form 15 is/was known. If the Merger and APO is in fact completed by the end of the 3rd quarter, then PIPE investors have known about Form 15, and is aware that they need to wait for Form 10/S-1, Evergreen Rule, etc.
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