Sunday, September 27, 2020 1:45:52 PM
You are missing the actual issue. The company was previously a shell so the only way to fix it is to actually become a reporting company to the SEC. So them being not a shell now is actually irrelevant since it was a shell previously and it is not a mandatory filer to the SEC. Once again, Rule 144 cannot be used by a non-reporting company that was previously a shell. This is according to the SEC's own website - https://www.sec.gov/info/smallbus/secg/rules144-145-secg.htm#:~:text=Under%20the%20amendments%2C%20Rule%20144,unless%20certain%20conditions%20are%20met.
How can securities of shell companies be resold?
The Commission also codified a staff interpretation relating to the treatment of the securities of shell companies. Under the amendments, Rule 144 is not available for the resale of securities initially issued by a shell company (reporting or non-reporting) or a former shell company. These securities can be resold only through a resale registration statement, unless certain conditions are met. These conditions are:
the issuer of the securities has ceased to be a shell company;
the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act;
the issuer has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; and
one year has elapsed since the issuer has filed current ‘‘Form 10 information’’ with the Commission reflecting its status as an entity that is no longer a shell company.
If these conditions are satisfied, then the securities can be sold subject to all other applicable Rule 144 conditions.
How can securities of shell companies be resold?
The Commission also codified a staff interpretation relating to the treatment of the securities of shell companies. Under the amendments, Rule 144 is not available for the resale of securities initially issued by a shell company (reporting or non-reporting) or a former shell company. These securities can be resold only through a resale registration statement, unless certain conditions are met. These conditions are:
the issuer of the securities has ceased to be a shell company;
the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act;
the issuer has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; and
one year has elapsed since the issuer has filed current ‘‘Form 10 information’’ with the Commission reflecting its status as an entity that is no longer a shell company.
If these conditions are satisfied, then the securities can be sold subject to all other applicable Rule 144 conditions.
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