DD Support Board and Research Team

[loanranger]

"First is it a shell company or a former shell company?"
Can I please pretend that it is neither for the purpose of the question? I know that you firmly believe, with good reason, that the company at issue was a shell. I also expect that you would agree that, were you to ask the big cheese at the company itself whether it was ever a shell company he would probably deny it. I expect that he will proceed as if it wasn't and I'm asking my question in anticipation of that possibility.

This appears to be on point regarding my concern:
"(or for such shorter period that the issuer was required to file such reports)"

So assuming that:
1. Form 10 was filed on 1/21/14, resulting in an automatic effective date of ~3/20/14.
90 days from that date would be ~6/18/14.

2. Shares were issued on 2/3/14. 6 months from that date is 8/3/14.


If the company filed a 2013 10-K by 3/30 and a 10-Q for the first quarter in May, wouldn't it qualify for the 6 month restriction period, allowing share sales after 8/3 (noting that the Q2 report would not yet be due)?


Yes, it helped...thanks. Don't quit on me now :o)



Regarding the confidentiality issue:
I have seen PP memoranda that clearly contain non-public material information and there were subsequent investments made which presumably relied upon that information, so while I'm pleased that you agree that the paragraph includes a conflict I'm still a little confused.
Does the law allow for that? The quoted paragraph says it doesn't ("United States Securities laws prohibit any person who has received from an issuer material, non-public information (i) from purchasing or selling securities of such issuer") and the law seemed clear to me (once upon a time anyway) that it doesn't.
You indicated "In no way should they say we provided you with enabling information; therefore, you are warrantying that we did not enable you."
It's clear to me that, should NO confidential information have been provided, the investor could issue a warranty to that effect. So my question has now evolved into:
Are there circumstances in which material non-public information can be provided to a prospective investor and acknowledged by the investor in a subscription agreement?