I beg to differ with you, here's and excerpt from the pink lawyer.
So we have written confirmation that GLER will not reverse split the stock.
(2) can Frankel turn around and sell the 90% of shares he is purchasing in GLER? First, it is highly unlikely that he would sell his shares at such a low price so quickly after purchasing them. It makes no sense from a business standpoint. However, beyond the business of it, Frankel is prohibit, by law, from selling his shares. As stated in the Stock Purchase Agreement, Paragraph 3(b), Frankel is prohibited from selling any shares of GLER as follows:
Quote:
No Public Sale or Distribution . The Buyer is (i) acquiring the Common Stock for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the shares of the Common Stock for any minimum or other specific term and reserves the right to dispose of the Common Stock at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Buyer is not a broker-dealer registered, or required to be registered, with the SEC under the Exchange Act. The Buyer is acquiring the Common Stock hereunder in the ordinary course of its business. The Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the shares of the Common Stock.
Therefore, as per above, the only way that Frankel may sell his shares is either by: (i) filing an S-1 Registration Statement with the SEC - and there has been no such S-1 Filing made (and even if one were forthcoming, Frankel could still not sell any shares unless and until such S-1 Filing is declared "EFFECTIVE" by the SEC after review, which takes weeks-to-months for such a declaration; or (2) by relying on a exemption to filingthe S-1, which is Rule 144 - however, Rule 144 imposes a "holding period" before Rule 144 exemption may be utilized, in the case of reporting companies a minimum holding period of 6-months and a minimum of 12-months for non-reporting companies - therefore, Frankel would not and could not utilze the Rule 144 exemption to sell any stock currently.
Thus, the conclusion is as follows: (a) Frankel will be acquiring 90% of the shares of GLER; (b) Frankel cannot sell any of those shares that he is acquiring, at least not without substantial notification and advance warning to shareholders; and (c) Frankel from a business perspective probably wouldn't sell anyway because he is building a business through the real estate purchases - of which he has announced 3 already - into GLER. Morever, from the trading and Level 2, it is apparent that no dilution or other shady business is going on with GLER.
Looks good to me. All IMO of course.
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