According to the Rule 144(i), Rule 144 is not avai
Post# of 87274
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Posted On: 01/21/2022 8:40:07 AM
According to the Rule 144(i), Rule 144 is not available for the resale of securities initially issued by either a reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii) states that Rule 144 is not available to securities initially issued by an issuer that has been “at any time previously” a reporting or non-reporting shell company. This broad language of Rule 144(i)(1)(ii) prohibits shareholders from utilizing Rule 144 to sell their shares in a company that at any time in its existence was a shell company, and renders the word “initially” in Rule 144(i) virtually meaningless. However, according to Rule 144(i)(2), an issuer can “cure” its shell status if the issuer:
• has ceased to be a shell company as defined in Rule 144(i)(1);
• mandatorily files reports with the SEC;
• has filed all required SEC reports and other materials during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials, other than Form 8-K reports); and
has filed current “Form 10 information” with the SEC reflecting the issuer’s status as an entity that is no longer a Shell Company, and at least one year has elapsed since such Form 10 information was filed.
• has ceased to be a shell company as defined in Rule 144(i)(1);
• mandatorily files reports with the SEC;
• has filed all required SEC reports and other materials during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials, other than Form 8-K reports); and
has filed current “Form 10 information” with the SEC reflecting the issuer’s status as an entity that is no longer a Shell Company, and at least one year has elapsed since such Form 10 information was filed.
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