Under Rule 12g-1, the JOBS Act and the FAST Act, the thresholds for registration and termination of registration for a class of equity securities under Exchange Act Section 12(g) were raised. As a result of the statutory changes, an issuer that is not a bank, bank holding company or savings and loan holding company is required to register a class of equity securities under the Exchange Act if:
a. it has more than $10 million of total assets; and
b. the securities are “held of record” by either 2,000 persons, or 500 persons who are not accredited investors.
The JOBS Act also directed the Commission to revise the definition of “held of record” to exclude securities held by persons who received the securities under an “employee compensation plan” in transactions exempted from the registration requirements of Section 5 of the Securities Act of 1933 and to create a safe harbor that issuers can follow when making that determination.
This means he is claiming to have less than $10M in assets and he has less than 500 shareholders out there. This is a self-certification. I am “sure” it is accurate.
Can't possibly be 500 or more people out there holding shares or he would have committed securities fraud ... and what happened to all those assets that valued over $50M as late as June last year. Goodwill, intellectual property? I am sure that the accounting firm would have done everything to avoid a false assessment on how they were valued.
Time to pierce the corporate veil ....
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