ORIONS Money Stocks

[CrazyC]

MARK - Regarding the withdrawal of their shelf registration statement... I wanted to respond to this post, but simply didn't have the time until now. I understand the majority of people on this iHUB board won't give a shit, but maybe some will...

Following is the link to the SEC filing history of this offering. You will notice a 6-month gap between February and August of this year. Keep that in mind while reading through this...

https://www.sec.gov/cgi-bin/browse-edgar?filenum=333-259612&action=getcompany

The following statements are just my humble opinion as I am not a licensed SEC attorney and am only making these statements for educational and entertainment purposes...

My thoughts...

After MARK's SEC attorney recognized they no longer met the eligibility requirements, the registration statement was promptly withdrawn.

This was done so they would not lose and therefore be credited, their SEC filing fees, which can now be used against future SEC filings. These filing costs can be quite substantial to a small company like MARK.

The SEC does not "force" a primary eligible or well-known seasoned issuer (WKSI), to withdraw a secondary offering on a S-1 (long form) or S-3 (short form) shelf registration statement. They will simply reject and/or eventually revoke it due to lack of responses to their questions/inquiries or because the registration statement no longer meets eligibility requirements for a secondary offering. In order to be "credited" your filing fees, the issuer must file a SEC Form RW...

All fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use to the Company’s account

For a non-accelerated filer like MARK, SEC rule 415 of Regulation C under the Securities Exchange Act of 1933, permits companies to register a designated amount of securities for continuous or delayed offerings by filing one "shelf " registration statement with the SEC. Under this rule, there is a definition for what is known as "Staleness of Financial Statements" or simply, the 135-day rule...

https://www.sec.gov/corpfin/cf-manual/topic-1

1200 AGE OF FINANCIAL STATEMENTS IN REGISTRATION OR PROXY STATEMENTS [S-X 8-08 FOR SMALLER REPORTING COMPANIES; S-X 3-12 FOR OTHER REPORTING COMPANIES]
(Last updated: 9/30/2008)

1210 Staff Review
(Last updated: 10/30/2020)

The staff may not make a review decision or commence a review of a filing unless the registrant’s financial statements comply with the rules for age of financial statements and audit at the date of filing or submission. However, Section 71003 of the FAST Act (see FAQ 1 of FAST Act) and Voluntary Submission of Draft Registration Statements (see FAQ 7) provide limited exceptions for certain filed registration statements and draft submissions, respectively.

1220 Age Requirements

1220.1 General Rule
(Last updated: 9/30/2011)

Latest balance sheet must be as of a date no more than 134 days for non-accelerated filers (or 129 days for accelerated and large accelerated filers) before the effective date of the registration statement (or date the proxy statement is mailed). See Section 1340 for summary of accelerated filer rule.

But... Could they have just filed another amendment to the converted S-3 to S-1 filing that included their 10-Q for June 30, 2022? Of course, but at a significant additional expense...

The moral of this story is...

August 12 is the birthday of the scientist who gave us the most famous cat in quantum mechanics: Erwin Schrödinger. And every five years or so, August 12 is also when Q1 financials go stale for calendar-year US companies...