Hemp Inc (HEMP)

[@realToothFairy]

https://www.casemine.com/judgement/us/5aa88bad342cca6ec6b69fe1

“””C. Genuine issues of material fact exist.
The SEC's argument that the Epling Defendants violated Section 5 of the Securities Act goes like this: Epling admitted during that breakfast conversation that he—along with Bruce Perlowin—controlled Hemp. Epling's control over Hemp therefore deems him an affiliate who is bound by Rule 144's sale-volume limitation. But Epling admitted that he was selling and would continue to sell securities in excess of the 1% limitation. And the uncontroverted evidence shows that no Forms 144 had ever been filed by Epling, Ferris, or Hobbes. So, "by failing to abide by the volume limitations and notice-filing requirements of Rule 144, the Epling Defendants, as a matter of law, fell outside the safe harbor of Rule 144 and therefore qualified as underwriters under Section 4(a)(1). As a result, the Epling Defendants were required to register their sales of Hemp stock, and in failing to do so, violated Section 5 of the Securities Act."

The SEC also highlights a number of actions that Epling does or has done for Hemp to show that he has control over the company regardless of his breakfast-conversation admissions. ECF No. 76 at 8-11. But Epling disputes each and every one of the SEC's arguments. ECF No. 89 at 26-29. This factual analysis is the province of a jury.””””