Replies to post #42546 on Coretec Group Inc (CRTG)

[Juststoppingby]

Reading the 8K filing, I see they are trying to keep the outstanding shares count low. Several Non-Registration and Restricted Securities are mentioned. Below is one of them.

“3.20. No Registration of Securities. The Company understands and acknowledges that except as set forth in this Agreement, the offering, exchange and issuance of Exchange Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s and the Members’ representations herein and upon the representations contained in the Member Representation Letters, the form of which is attached as Exhibit B to this Agreement.”

"Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is also known as the private placement exemption and is the most widely used exemption for securities offerings in the U.S. The exemption allows an issuer to raise an unlimited amount of capital in private transactions from sophisticated investors who are able to fend for themselves. Both private and publicly traded companies can rely on the Section 4(a)(2) exemption. Shares sold in reliance upon Section 4(a)(2) are restricted securities and may not be resold by purchasers in the offering absent SEC registration or an exemption therefrom."
Source:
https://www.securitieslawyer101.com/2020/section-4-a-2-private-offering/

[Juststoppingby]

8-K Filing
Item 1.01 Entry into a Material Definitive Agreement
"In addition, it is expected that all outstanding Series C Preferred Stock will be automatically converted after a mandatory conversion event, which will be set forth in a certificate of designation that the Company would file with the Secretary of the State of Oklahoma at or before the closing of the Exchange."