APT MotoVox Group Inc. (MTVX)

[PennyHeaven7]

Not Over Yet!! IMO, MTVX can still trade it's shares after this Going dark” filing; that does refer to the process of voluntarily delisting it's public company’s shares from a national securities exchange or inter-dealer quotation system and subsequently deregistering the shares under the Exchange Act, thus suspending or terminating the company’s public reporting obligations under the Exchange Act.

The good news here is that MTVX can still stay in business and still continue to trade it's shares on the open market after this filing, but only under the Pink Sheet Trading stock symbol only.

After “going dark,” the company’s shares would generally continue trading in the Pink Sheets. This can be done without subjecting the company to any Exchange Act reporting requirements. If securities that are delisted from NASDAQ are already quoted in the Pink Sheets, any market maker that had been quoting the security for the 30 days prior to delisting could continue to make a market in the Pink Sheets after delisting. The security would then become “piggy-back qualified” the same day it is delisted, which means that any other market maker can then enter its quotes in the Pink Sheets without going through the usual procedures for initiating a quote. If a “piggy-back qualification” is not available, then the company can undertake the fairly simple process of initiating a quote on the Pink Sheets.

To avoid having to re register, companies which have “gone dark” should carefully monitor the number of record holders they have during the year, and take steps (such as a reverse stock split or stock repurchase or tender) to ensure that they continue to have less than 300 record holders before the applicable test dates under Sections 12(g) and 15(d).

Timeline for Deregistration
An issuer’s periodic reporting obligations under the Exchange Act will be suspended immediately upon its filing of a certification on Form 15 that it has more than 300 holders of record. 13 Deregistration under Section 12(g) will become effective 90 days after filing the Form 15. The SEC has the authority to deny such a request for termination, but has rarely done so. The SEC will not accelerate the 90-day period

(1) https://www.investopedia.com/terms/s/sec-form-15-12b.asp

(2) https://investorshub.advfn.com/boards/mailbox.aspx

(3) Trading in the Pink sheets very possible for MTVX going forward:

https://www.dorsey.com/newsresources/publications/2009/03/going-dark--voluntary-delisting-and-deregistrati__

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Going dark” should not be confused with a “going private” transaction. A “going private” transaction generally involves the cash-out of all or a substantial portion of a company’s public shares so that the company becomes eligible to delist and deregister its shares under the Exchange Act. “Going private” transactions can take many forms and may involve a merger, tender offer or reverse split of the company’s shares. “Going private” transactions require extensive and detailed disclosure filings under Rule 13e-3, the “going private” rule. “Going private” transactions are often undertaken by or at the direction of controlling shareholders or third party acquirors and require extensive board consideration, disclosure, fairness opinions, SEC filings and often a shareholder vote.

“Going dark,” on the other hand, can be accomplished without a shareholder vote, fairness opinion or any shareholder cash out. While some companies electing to delist and “go dark” have considered the possibility of providing shareholders with a liquidity event, such as a tender offer or stock repurchase program, in practice this is not often done because companies which “go dark” rarely have sufficient cash resources to make a meaningful tender offer. Nevertheless, such a liquidity event could be undertaken in connection with a “going dark” transaction by a company that has the cash resources to offer one, provided that care is taken not to trigger the “going private” rules.2

WHAT DOES 15-12G MEAN?

"When a firm “goes dark” it deregisters with the Securities and Exchange Commission (SEC) and delists its shares. Deregistered firms are no longer required to make SEC filings such as annual reports, proxies, 10-Ks, 10-Qs and other important documents. And they’re no longer required to have annual meetings or elect outside directors.

To deregister, a firm files Form 15-12G (Securities Registration Termination) with the SEC stating its intent to deregister, usually by a certain date. Once that date arrives, the stock exchange or NASDAQ prohibits future trading in the shares. The firm’s shares are then relegated to the pink sheets, where liquidity is usually much lower. Although the actual process takes some time, the firm’s share price typically will decline immediately after the “going dark” announcement, since many institutions are prohibited from owning shares of firms that don’t file with the SEC or trade on the exchanges or NASDAQ.

Shareholder Action Plan

The lessons here are several:

If a company you own announces plans to deregister, don’t panic. If the fundamentals are intact, the shares are probably worth owning.