Revoked is not a death sentence... well after m
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Posted On: 03/01/2021 3:48:23 PM
Revoked is not a death sentence...
well after much research , a lawyer friend referred to this article.
COTE was revoked under: Revocation of Exchange Act Registration Pursuant to Section 12(j))
in the article below there is a process for reinstatement
https://burninghamlawgroup.com/another-way-to...thereunder.
For issuers with sufficient resources and tenacity, the entry of a Section 12(j) order does not have to be a death sentence. Nothing in the Exchange Act or the Commission’s rules and regulations prohibits a 12(j) company from restoring its Exchange Act registration and re-commencing the filing of periodic reports. Most issuers who decide to pursue this solution will file a Form 10 registration statement, complete with audited financial statements and unaudited interim financial statements as appropriate.
In recent months we have determined that a Form 10 registration is not the only way to restore Exchange Act registration for 12(j) issuers. We have recently had success with filing a Form S-1 registration statement for such an issuer under the Securities Act of 1933, followed by a one-page Form 8-A to register the issuer’s securities under the Exchange Act. In addition to bringing the issuer back to “fully reporting” status under the Exchange Act, filing an S-1 registration statement allowed the issuer to register outstanding shares that were deemed to be “free-trading” before the entry of the 12(j) order, placing those shareholders in the same position they were in before the order. In addition, we were able to register a primary offering by the issuer on the S-1, which helped the issuer to raise capital at a critically important time. Following the effectiveness of the S-1 and the closing of the primary offering, a registered broker-dealer was able to file a Form 211 with FINRA and, after several months of FINRA review, to obtain quotations for the issuer’s common stock on OTC Link ATS of OTC Markets Group. Section 12(j) issuers must be prepared to respond to numerous FINRA comments designed to confirm that the Commission entered the order solely due to the issuer’s failure to file periodic reports and not for any reason relating to fraud. In the first FINRA comment letter for our S-1 client, no fewer than six comments touched on this issue.
well after much research , a lawyer friend referred to this article.
COTE was revoked under: Revocation of Exchange Act Registration Pursuant to Section 12(j))
in the article below there is a process for reinstatement
https://burninghamlawgroup.com/another-way-to...thereunder.
For issuers with sufficient resources and tenacity, the entry of a Section 12(j) order does not have to be a death sentence. Nothing in the Exchange Act or the Commission’s rules and regulations prohibits a 12(j) company from restoring its Exchange Act registration and re-commencing the filing of periodic reports. Most issuers who decide to pursue this solution will file a Form 10 registration statement, complete with audited financial statements and unaudited interim financial statements as appropriate.
In recent months we have determined that a Form 10 registration is not the only way to restore Exchange Act registration for 12(j) issuers. We have recently had success with filing a Form S-1 registration statement for such an issuer under the Securities Act of 1933, followed by a one-page Form 8-A to register the issuer’s securities under the Exchange Act. In addition to bringing the issuer back to “fully reporting” status under the Exchange Act, filing an S-1 registration statement allowed the issuer to register outstanding shares that were deemed to be “free-trading” before the entry of the 12(j) order, placing those shareholders in the same position they were in before the order. In addition, we were able to register a primary offering by the issuer on the S-1, which helped the issuer to raise capital at a critically important time. Following the effectiveness of the S-1 and the closing of the primary offering, a registered broker-dealer was able to file a Form 211 with FINRA and, after several months of FINRA review, to obtain quotations for the issuer’s common stock on OTC Link ATS of OTC Markets Group. Section 12(j) issuers must be prepared to respond to numerous FINRA comments designed to confirm that the Commission entered the order solely due to the issuer’s failure to file periodic reports and not for any reason relating to fraud. In the first FINRA comment letter for our S-1 client, no fewer than six comments touched on this issue.
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