If the company that issued my shares was ever a shell company, can I sell my restricted shares?
If your restricted shares were issued by a reporting or non-reporting company that is now or ever has been a shell company as defined by SEC Rule 405, the Rule 144 safe harbor is available only if the issuer has fully complied with Rule 144(i)(2). Rule 405 defines a shell company as one that has: (1) no or nominal operations; and (2) either: (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Compliance with Rule 144(i)(2) requires that a former shell company (a) must have ceased being a shell company, (b) must be subject to the 1934 Exchange Act, (c) must have filed Form 10-like information at least 12 months ago (the so-called “Super 8K”), and (d) must have filed all reports required by Rule 144(c) during the previous 12 months.