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, productsservices offered, assets and sources of revenue;
● Description of the company’s facilities including the location, square footage and whether owned or leased;
● Identification of officers, directors and holders of more than 5% of the company’s securities;
● Certificate of Incorporation and bylaws including any amendments;
● Current transfer agent generated shareholder list, indicating name and address of each shareholder, the number of shares owned, date of share ownership, and whether the shares are restricted, control, or free trading;
● Description of the company’s free-trading shareholder base, including a description of exemptions from registration under the Securities Act;
● Agreements creating restrictions, liens or encumbrances on, or relating to Wholesale Jerami Grant Jersey
, the transfer or voting of shares;
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● All stock purchase or asset purchase agreements for last five (5) years;
● Whether the company has entered into any discussions or negotiations concerning a potential merger or acquisition candidate;
● Merger andor consolidation agreements;
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● Unaudited financial statements for the last 2 fiscal years and interim periods;
● Details of all private offerings including who solicited investors, how they were known to the solicitor, and how many individuals were solicited, and whom did not purchase;
● One full copy of the subscription agreement executed by each investor and copies of all checks from the subscribers or other proof of payment;
● Copies of the Form D filed with the SEC;
● Description of all relationships among and between every shareholder and the issuer, its officers and directors, and other shareholders;
● A statement indicating whether any person or entity has control, written or otherwise, of the sale, transfer, disposition, voting or any other aspect of the shares listed on the shareholders list other than the shareholder;
● Whether any officer or director of the issuer had any regulatory action taken against himher by the SEC, NASDAQ Wholesale Raymond Felton Jersey
, NYSE or other securities-related regulatory agency and whether any officer or director of the issuer has been convicted of any felony charges within the last 5 years;
● A detailed business plan, which includes a detailed chronological account of each and every step the issuer has taken in furtherance of its stated objective since inception;
● A description of the steps the Company plans to take during the next year in furtherance of its business plan, including the activities in which the Company plans to engage, the names of the persons who will conduct these activities, and the expected dates of these activities;
● A description of any future financing plan;
● Any material agreements or letters of intent entered into by the Company;
● Schedule of all material patents, trademarks, trade names, service Brenda Hamilton marks, and copyrights; and
● Opinion from company‘s securities lawyer as to tradability of the free trading shares.
Listing on the OTC Pinks l Rule 144 of the Securities Act
Private companies using 15c2-11in their giong public transaction must rely on Rule 144 of the Securities Act to create shareholders who hold unrestricted stock. Because Rule 144 is not available for a private company that has, at any time, been a shell company, or "blank check company" it is critical that the company going public never have been a shell company.
If a private company was once a shell company it must file a registration statement with the SEC in order to go public. Generally, for shareholders of private companies that have never been shells Wholesale Kevin Durant Jersey
, Rule 144 is available for resales by non-affiliates after 12 months.
SEC Rule 15c2-11 l Going Public Transactions
SEC Rule 15c2-11 requires that current public information be made available to investors. This information is initially provided on Form 211 and the 15c2-11 application with FINRA. FINRA and SEC Rule 15c2-11 require that market makers review basic issuer information prior to publishing quotations of an issuer’s securities. FINRA also requires that market makers have a reasonable basis for believing that the information provided by the company is accurate and from reliable sources.
Qualifying for OTCMarkets’ Pink Current Information tier is a straight forward and relatively inexpensive way for small companies to go public, and to enjoy the benefits that status provides.
For further information about the OTCMarkets OTC Pink Sheets, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 201 S, Boca Raton Florida, (561) 416-8956 or contact Brenda Hamilton, SEC attorney at bhamilton@securitieslawyer101
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