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Carini

03/04/17 12:31 PM

#52656 RE: stoxx00 #52651

Exactly. I mean, some people might consider that tweet from ISBG's own twitter account (where it has publicly said that investors can look for news and announcements from the company) stating that "company doesn't dilute" to be one of the clearer examples of "a false and misleading statement of material fact by a company in connection with the purchase or sale of a security" (read: a 10(b) securities fraud violation) that you could find. It's a statement of fact by the person(s) who would have the most reason to know of its truth or falsehood, and it's hard to argue that a statement like that is not of material significance to investors considering whether to buy or sell shares of ISBG. Not only that, but the two subsequent TA-verified share structure updates showing a 500 million share increase in the issued and outstanding unrestricted shares seems like demonstrable, irrefutable proof that the statement was false on its face. Not to mention that they just raised the authorized shares by TWO BILLION without retracting their tweet statement.

Maybe you could argue they were talking about their tequila, or that they meant the company itself doesn't sell shares directly into the market (but instead issues shares to lenders in exchange for money or services), but IMO that just makes the statement misleading at best (which is still a violation). And if that was the case, or if the tweeter simply doesn't understand what "dilution" means (odd for a public company, no?), then to not publicly clarify their meaning after it was clear how investors were interpreting it seems like a reckless and equally unlawful "omission of facts sufficient to make the statement not misleading" (again, still sufficient grounds for a 10(b) violation).

The tweet was only one of many, many public statements made over the past couple years that could probably qualify for a similar analysis, but to me it's a particularly blatant example.

All just my humble opinion though. Only the SEC could determine with any real authority whether it's correct.
Assuming, of course, that there's even an SEC left by the time the current administration leaves office ;)