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Re: valleybenedetto post# 9604

Wednesday, 04/24/2024 11:58:27 AM

Wednesday, April 24, 2024 11:58:27 AM

Post# of 9648

Private placement stock that is restricted and unregistered is of little to no concern to me.



Glad you are not concerned but the vast majority of investors or potential investors may not even realize there is a boat load being given out at dirt price, nor do they even understand what that means.

Why are those placement shares @ $0.0003? That is a 40x discount which is crazy.

Investors should note shares offered at $0.0003 is a DOWN round since previous shares 'look like' they were offered 3-5x higher.

For those that don't know: A “down round” is a financing in which a company sells shares of its capital stock at a price per share that is less than the price per share it sold shares for in an earlier financing

My experience with private placement stock that is restricted and unregistered, may be restricted from 6 to 12 months before you can removed the legend and sell them.

It's 3 weeks past the 1 year date on a lot of them with even more eligible coming.

https://www.otcmarkets.com/otcapi/company/financial-report/393762/content


5 Conditions for Resale of Rule 144 Securities
Five conditions must be met for restricted, unregistered, and control securities to be sold or resold.


1. The prescribed holding period must be met. For a public company, the holding period is six months, beginning on the date a holder purchased and paid for the securities. For a company that does not have to make filings with the SEC, the holding period is one year
. The holding period requirements apply primarily to restricted securities, while the resale of control securities is subject to the other requirements under Rule 144.

2. There must be adequate current public information available to investors about a company, including historical financial statements, information about officers and directors, and a business description.

3. If a selling party is an affiliate of a company, he cannot resell more than 1% of the total outstanding shares during any three-month period. If a company's stock is listed on a stock exchange, only the greater of 1% of total outstanding shares, or the average of the previous four-week trading volume can be sold. For over-the-counter stocks, only the 1% rule applies.

4. All of the normal trading conditions that apply to any trade must be met. In particular, brokers cannot solicit buy orders, and they are not allowed to receive commissions in excess of their normal rates.

5. An affiliated seller must file a proposed sale notice if the sale value exceeds $50,000 during any three-month period, or if more than 5,000 shares are proposed for sale.

https://www.google.com/search?q=6+to+12+months+before+you+can+removed+the+legend+and+sell+them&rlz=1C1SQJL_enUS886US886&sourceid=chrome&ie=UTF-8
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