For those asking, yesterdays 8K issuing approx 68MM shares without registration is explained below. The exemption is used based on the following,
(8K)
Optimus CG II, Ltd., a Cayman Islands exempted company (the “Investor”) in exchange for the settlement and release of certain claims against the Company acquired by such Investor from a creditor of the Company
(8K)
The Settlement Shares were issued in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended. Pursuant to the 3(a)(10) exemption, the terms and conditions of each of the settlements and related Section 3(a)(10) exchanges were approved by the Superior Court of the State of California for the County of Los Angeles on December 21, 2010 with respect to the First Claims, and December 23, 2010 with respect to the Second Claims, each after a hearing upon the fairness of the terms and conditions of the 3(a)(10) exchanges. The Investor participated in each of the hearings.
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(Exemption)
Corp Fin Analysis of Section 3(a)(10) Requirements
The Securities Must Be Issued in Exchange for Securities, Claims or Property Interests
The Section 3(a)(10) exemption is available when securities are issued in exchange for other securities, not for cash, and the fairness of the exchange is approved by a court or a governmental entity. The fairness hearing must be open to everyone to whom securities would be issued in the proposed exchange.
The Section 3(a)(10) exemption is available without any action by the Corp Fin staff or the SEC.
AI
