Optigenex Inc (OPGX)

[Helter Skelter]

As I told you in a private message, jonzz128, the financier's dumping of shares is scamful, in my opinion. The product is good and the jury on the company is a "little out", still, lol...I've said all along that this stock is highly manipulated...and illegally so, in my opinion. Is there anything that you want explained to you? Tia...

Spend the time to read, AND understand, the following. No one said you HAD TO play the stock.

-----[]-----

Posted by: bankshot Date: Thursday, October 01, 2009 4:41:32 PM
In reply to: Mr_5_percent who wrote msg# 9280 Post # of 11580

It's a highly manipulated stock. Charts aren't any good in that arena. Just my opinion...

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=42097630

-----[]-----

Posted by: bankshot Date: Tuesday, June 16, 2009 11:51:35 AM
In reply to: xnxsxx who wrote msg# 4681 Post # of 11580

Not really. It's an incredibly, highly manipulated stock with massive convertible debt. We've been through this ad nauseam. That said, one of these days they'll not only let it run they'll help it run...

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=38759706

-----[]-----

Posted by: ThePennyTrader Date: Monday, July 27, 2009 2:36:51 PM
In reply to: bankshot who wrote msg# 5261 Post # of 11580

Manipulated how? Its a simple matter on ongoing conversions. They want their money back and are doing what they need in order to get that accomplished.

It is most certainly not illegal to do what they are doing. If you owned say 200M shares of a stock and decided you wanted to sell them all as quickly as you could, do you really think that is illegal?

As far as I can tell there has been nothing manipulative about this. Its as clear as a sunny sky to anyone who has watched for any amount of time whats been going on.
Respond | View Replies (2)

http://investorshub.advfn.com/boards/replies.aspx?msg=39924530

-----[]-----

Posted by: bankshot Date: Monday, July 27, 2009 9:00:29 PM
In reply to: ThePennyTrader who wrote msg# 5262 Post # of 11580

"If you owned say 200M shares of a stock and decided you wanted to sell them all as quickly as you could, do you really think that is illegal?"

Absolutely. If they weren't registered for resale or an exemption from registration for resale wasn't available.

Do you consider ajw and associates underwriters?

Typically, resales of securities are exempt from registration under Section 4(1) of the Securities Act. Section 4(1) exempts from registration "transactions by any person other than an issuer, underwriter, or dealer."

Section 2(a)(11) of the Securities Act defines the term "underwriter", among other things, as "any person who has purchased from an issuer with a view to...the distribution of any security."

Optigenex attempted to register the shares, for resale from the investors {ajw}, on 10/17/2005 by filing an SB-2 form. The company claims {10KSB filed 5/16/2008}, "The required registration statement for tranches one to three became effective on February 15, 2006." However, I cannot find an effective declaration from the SEC {Form EFFECT} for that registration filing {and it's respective amendments}.
Go here and look for an "EFFECT" filing from the SEC. You can type "EFFECT" into the "Filing Type:" box and press Enter:
http://www.sec.gov/Archives/edgar/data/1168776/000114420408030339/v114767_10ksb.htm

Under SEC interpretations, anyone who sells restricted securities is presumed to be an underwriter unless the sale is made in compliance with Securities Act Rule 144. Rule 144 sets forth conditions under which a person who sells restricted securities "shall be deemed not to be engaged in a distribution of such securities and therefore not to be an
underwriter thereof within the meaning of Section 2(a)(11) of the [Securities] Act."

Shares would become unrestricted after a year for a pinksheet and/or an otcbb company.

Registration Requirement

The registration requirement of a PIPE transaction can be either concurrent or trailing. With a concurrent registration requirement, investors commit to buy a specified dollar amount of PIPE securities in the private placement, but their obligations to fund are conditional on the SEC indicating that it is prepared to declare the resale registration statement effective. If the SEC never gets to this point, the investors do not have to go forward with the deal. Thus, the issuer bears the registration risk; that is, the risk that the SEC will refuse to declare the resale registration statement effective.

With a trailing registration rights requirement, the parties close on the private placement and then the issuer files a registration statement. Consequently, the investors bear the registration risk. If the issuer never files or the SEC never declares the registration statement effective, the investors will not be able to sell their PIPE shares into the market for at least one year. As a result, PIPE deals that include such trailing registration requirements typically obligate the issuer to file the registration statement within thirty days of the private placement closing date and require that it be declared effective within 90 to 120 days of such date. If these deadlines are not met, the issuer is obligated to pay the investors a penalty of 1-percent to 2-percent of the deal proceeds per month until filing or effectiveness.

If interested, download and read this very interesting article {Stanford Law School}:

http://papers.ssrn.com/sol3/papers.cfm?abstract_id=992467
Respond | View Replies (1)

http://investorshub.advfn.com/boards/replies.aspx?msg=39924991