Kraig Biocraft Laboratories Inc (KBLB)

[GTman1]

i read this and i dont see Reg M preventing yorkville from doing what i suggested as far as selling and shorting...

I never said they couldn't sell or short their shares. In fact, they most assuredly will sell their shares, maybe even necessary to convert all of their debenture. But just because the prospectus says they can sell or short shares, it doesn't shield them from Regulation M, Rule 144, or any other securities law that restricts manipulation, especially in the scenario that you were describing.

"Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution."

PRIOR to the distribution....hasn't that already been done and is no longer an issue?...

There has been no distribution of shares because at this point in time, it is still considered a loan. And due to it being a loan, it is accruing interest. Kraig Labs has the option of paying interest in convertible debentures so nothing will "commence" until those final debentures are actually converted to shares or the interest is paid.

this is not really a public offering...kblb is not selling shares...they have been given to yorkville to in a convertible debenture agreement

I agree

yorkville has pretty much been given carte blanche to do with them what they please...

I disagree. This prospectus gives them debentures, not shares. These debentures have very few options. Either convert them, keep them, or a combo. Once they have been converted to shares (which I assume they will), they will need to abide by U.S. Securities laws AND any restrictions in the prospectus.

as for the 4.99% cap on ownership, they will simply utilize their associates to hold shares for them or sell the shares that are above the cap...

Yorkville being HQ'd in the Caymans is a tax loophole, not a free pass for criminal activity. They have offices in New Jersey, which means they have to abide by U.S. securities laws. They aren't going to risk SEC Violations on a $5million deal. The 4.99% provision is in there to block the type of activity you are suggesting. If it was easily avoidable in a legal way, it wouldn't be in there.

i know if i was in their shoes, thats what i would have done...i would strive to obtain enough shares so that i could control the direction and price...

You also didn't really understand how convertible debentures worked 24 hours ago, so what you would do in your own shoes is irrelevant

I'm out for the weekend