Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Monday, April 7, 2014

Adequate Public Information Under Rule 144

Generally, Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”) provides that stockholders of public companies cannot rely upon Rule 144 for resales unless the issuer satisfies certain informational requirements. The requirements depend upon whether the issuer is a reporting or non-reporting company.  Under most circumstances, the shareholders of private companies going public which have not filed a registration statement under the Securities Act must satisfy an extended holding period.
SEC Reporting Companies
If an issuer has securities registered under the Securities Act
or the Securities Exchange Act of 1934 (the “Exchange Act”), has been subject to the SEC’s reporting requirements for at least 90
days prior to the time of sale and has filed all reports required by the Exchange Act during the twelve months preceding the sale or for such shorter period that the issuer was required to file reports its shareholders may Rely upon Rule 144 because  the adequate current public information requirement has been met.
Non Reporting Companies In Going Public Transactions
If an issuer is a non-reporting company that complies with the informational requirements of Rule 15c2-11 of the Exchange Act then it has complied with the adequate current public information requirement.
Rule 15c2-11 l Going Public Transactions
Obtaining a ticker symbol from FINRA is the last step of a going public transaction. Rule 15c2-11 requires that the broker or dealer have specified information about an issuer in its records prior to entering quote information. The SEC has expressed that the requirements of Rule 15c2-11 will be met if the issuer disseminates such specified information to its stockholders, brokers, market makers and other market participants.
Rule 15c2-11 requires the following information be disclosed:
●The exact name of the issuer and its predecessor;
●The address of its principal executive offices;
● The state of incorporation, if it is a corporation;
●The exact title and class of the security being quoted;
●The par or stated value of the security;
●The number of shares or total amount of the securities outstanding as of the end of the issuer’s most recent fiscal year;
●The name and address of the transfer agent;
●The nature of the issuer’s business;
●The nature of products or services offered;
●The nature and extent of the issuer’s facilities;
●The name of the chief executive officer and members of the issuer’s board of directors;
●The issuer’s most recent balance sheet, profit and loss and retained earnings statements;
● Similar financial information for that part of the two preceding fiscal years as the issuer or its predecessor has been in existence;
● Whether the broker or dealer or any associated person is affiliated, directly or indirectly, with the issuer; and
● Whether the quotation is being submitted or published directly or indirectly on behalf of the issuer or any director, officer or other person, who is directly or indirectly the beneficial owner of more than 10% of the outstanding units or shares of any equity security of the issuer, and, if so, the name of that person, and the basis for any exemption under the securities laws for any sales of such securities on behalf of that person.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at or visit   This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information about going public and the rules and regulations affecting the use of Rule 144, Form 8K, crowdfunding, FINRA Rule 6490Rule 506 private placement offerings and memorandums, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration statements on Form S-1 IPO’s, OTC Pink Sheet listings, Form 10 OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, direct public offerings and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

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