SOHM Inc (SHMN)

[SLC-JD]

Restricted shares don't show in the float...

Let's also keep in mind that in April 2018 (while the company was still dark), SHMN issued JSJ Investments 108,766,324 shares when they exercised a convertible note. This is reflected in the 2018 annual, and in the change in cap table between the 2017 (posted 12/18) and 2018 (posted 03/21) annual reports.

As JSJ was not listed as a 5%+ shareholder on the attorney letter that accompanied the 2018 annual report, they likely tacked the holding period back to the date that the company received the loan, and deposited the shares immediately upon issuance using section 4(a)(1) (which allows the restricted legend to be removed from security if certain conditions are met, including a 2 year holding period following issuance of full consideration for the security).

In other words, there is almost certainly a shareholder out there with (at one time, anyway) almost 109MM shares, for which they evidently paid approximately $5,438.32 (see the share issuance table from the 2021 annual).

While I don't doubt that Swati has sold some shares (at least in a private transaction), there is little doubt that JSJ has, and that they truly DGAF about the impact to PPS