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Thursday, May 03, 2012 12:17:53 AM
My guess is we'll find the answer by digging deeper into this 8-K from 28 OCT 11
http://www.sec.gov/Archives/edgar/data/1022899/000114420411059890/v238417_8k.htm
Atrinsic, Inc. (the “Company”) intends to make an offering of securities not registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities to be offered will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. At this time, the title, amount and basic terms of the securities to be offered and the amount and timing of the offering are not known, but the Company anticipates that the terms of the offering may be substantially similar to the financing transaction the Company completed on May 31, 2011, as reported in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on June 1, 2011 and October 27, 2011. The proceeds of the offering will be used for general working capital purposes, including to fund Atrinsic’s Kazaa digital music subscription business. The Company intends for this notice to comply with Rule 135(c) of the general rules and regulations promulgated under the Securities Act, and accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.
What does Rule 135(c) say?
http://taft.law.uc.edu/CCL/33ActRls/rule135c.html
Appears those shares were offered to a private foreign buyer OR there is a loophole that provides an applicable exemption from registration requirements
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