New Share Issuances
Additional Issuance Requests
If the Company decides to issue additional shares of securities, it must send an Additional Issuance Request to Corporate Stock Transfer instructing Corporate Stock Transfer to issue additional shares. To be included in the Additional Issuance Request are the names of the parties to which the shares are to be issued, the addresses of the shareholders, their respective social security numbers, the balance of the total issuance and delivery instructions. This request needs to be accompanied by minutes of the Board of Directors authorizing the issuance of the additional shares and/or an opinion of counsel.
Items required for an additional issuance (Restricted)
•Instruction Letter on Company Letterhead or from Company Counsel
•Shareholder name
•Shareholder address
•Shareholder Social Security number
•Number of shares
•Mailing instructions
•Board minutes OR opinion of counsel
•Issuance - Cost Basis Form
Items required for an additional issuance (Free-Trading)
•Instruction letter on company letterhead or from company counsel stating that the shares are to be free trading and reciting under what rule/registration statement
•Shareholder name
•Shareholder address
•Shareholder Social Security number
•Number of shares
•Mailing instructions
•Issuance - Cost Basis Form
**Company can only issue up to 10% of the current outstanding shares as free trading.
Form S-8 Issuances
In the event the Company wishes to issue S-8 stock the following document must be received by Corporate Stock Transfer.
•Copy of full S-8 filing with the SEC.
•Opinion letter from Company counsel, which includes language as to the "non-restricted" status of the shares covered by the S-8.
•Company letter requesting the shares to be issued without a restricted legend pursuant to the S-8 filing.
•Also needs to include or have on file the registration statement and legal opinion
•Issuance - Cost Basis Form
*Company/Company counsel notifies Corporate Stock Transfer if registration statement goes "stale"
Warrants Exercise Letter
In the event the shareholder wishes to exercise his/her warrants to purchase the stock of the Company, Corporate Stock Transfer must receive a fully completed Warrant Exercise Form on the reverse side of the warrant certificate, a check in the amount of the exercise price, and delivery instructions in order to issue certificates for the shares resulting from the exercised warrant. Either the company or Corporate Stock Transfer can provide the necessary warrants exercise information to any shareholder desiring to exercise his/her warrants.
Sample Issuance Letters
Issuance Letter - Sample A
Issuance Letter - Sample B
Issuance - Cost Basis Formpdficon