Bots Inc (BTZI)

[Alan Brochstein]

I am going to go with the view of this law firm that suggests the failure to file Form 4s is a problem for Rosenberg:



https://www.morganlewis.com/events/2009/11/~/media/files/docs/archive/ipo_database_sample-certain_regulatory_obligations_of_public_companies_memo_4964pdf.ashx

(a) Form 3

A person who is an officer, director or 10% Stockholder of the Company at the time that the Company’s registration statement relating to its initial public offering of common stock (its “IPO”) is declared effective by the SEC or who subsequently becomes an officer, director or 10% Stockholder of the Company must file a Form 3 (Initial Statement of Beneficial Ownership of Securities) with the SEC and with the Company on the date of the IPO, or within ten days after becoming an officer, director or 10% Stockholder, as applicable. (Note that officers and directors must file a Form 3 even if they own no securities of the Company -- in such a case, the absence of beneficial ownership should be disclosed on the form.)

(b) Form 4

Subsequent to a Form 3 filing, any non-exempt change in the filing person’s beneficial ownership (primarily open market purchases and sales) of the Company’s equity securities must be reported on Form 4 (Statement of Changes in Beneficial Ownership of Securities). Examples of Form 4 reportable events include purchases and sales, awards and exercises of options and restricted stock, and many other equity transactions. Vesting of an option award or restricted stock by itself, however, is not a reportable event. A limited number of transactions may be reported on Form 5 at the end of the year, including gifts, inheritances, and certain small purchases (which, when combined with other purchases in the preceding six months, amount to less than $10,000).

Here is yet another concurring opinion:

http://www.eastaustinlawyers.com/required-filings-for-the-insiders-of-public-companies/

Form 4. In most cases, when an insider executes a transaction, he or she must file a Form 4. With this form filing, the public is made aware of the insider’s various transactions in company securities, including the amount purchased or sold and the price per share. As previously stated, Form 4 must be filed within two business days following the transaction date. Transactions in a company’s common stock as well as derivative securities, such as options, warrants, and convertible securities, are reported on the form. Each transaction is coded to indicate the nature of the transaction. Changes in ownership are reported on Form 4 and must be reported to the SEC within two business days.

He filed a Form 3 in 2014 and then just forgot about his legal obligations apparently:

Form 3 (with the 23mm convertible preferreds and 7.777mm common shares):

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10380105

I believe that Rosenberg failed to properly disclose his 2.1mm convertible preferred sales (21mm common shares), but clearly he failed to file a Form 4 for the common shares. If this is the case, the SEC should have a field day.