Just received an email reply from Katie:
...I have discussed the issue with John and it is managements belief that it is illegal to sell shares on the open market to participate in a PIPE. John clarified the situation to me in the following email which I will share with you.
Shareholders in this company acquired stock in one of four ways.
1) They were an original shareholder through the SB-2 registration statement.
2) They purchased free trading stock directly from the original shareholders in (1) -- that was what IPO shareholders did.
3) They purchased stock from the company in a private placement and their shares are restricted for 6 months as required by Rule 144.
4) They purchased stock on the open market.
In any event, none of the above can sell stock in the open market to participate in the PIPE, based on the information in the PIPE.
The regulatory agencies take a hard line with respect to open market transactions related to a PIPE. It would be of no challenge at all for a regulatory agencies to send us an issuer request letter that states:
1. A copy of JBII's most recent shareholder list, and a copy of a stock certificate history report for JBII common stock;
2. A copy of any records reflecting the open market purchase or sale of JBII shares from XXXX , 2009 through the present, as discussed with the Staff on XXXX, 2009.
... and then finally request a copy of open market purchases settled by the DTCC.
I trust as you can see from the above. We do not want any of our loyal shareholders to get in trouble with the regulatory agencies. As well, we strive to be compliant at all times.
Therefore, if you wish to participate in the PIPE because you know John, you should consult with a securities lawyer to get a determination on whether you are able to sell the stock you have now in the open market. It is management’s belief that it is ILLEGAL to sell shares on the open market to participate in a PIPE. It can work both ways. For example, if someone requested a P2O joint venture and then bought JBII shares on the open market based on JV revenue estimates you received, you could also be prosecuted.
Katie Matkowski
Profit Center Manager
John Bordynuik Inc.
4536 Portage Rd.
Niagara Falls, ONT
L2E 6A8
katie@johnbordynuik.com
www.johnbordynuik.com
