APT MotoVox Group Inc. (MTVX)

[PennyHeaven7]

IF?? MTVX does survive and this is a BIG IF?? after this going Dark 90-day period is over by Jan 1st 2019 or so, could MTVX come back to life or just fade away & die out forever.?? I for one will just wait it all out and whatever happens good or bad, I will see it all through. Nothing more to lose here, I already lost a ton on paper here on MTVX, But!! I and many other still holding there MTVX shares still might ?? have a Ton to gain IF?? MTVX does continue to trade there shares on the Pinks, no less stays in business in 2019 going forward. ( we all shall see soon enough!!) IMO
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What does it mean for any company to Go Dark??

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.

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

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


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