Speculation of this type could get you in trouble... It is against the law for a company to knowingly sell shares to someone with an understanding that they will receive a kickback when they're sold. Shareholders are not part of a company, they are arms length owners to whom the company is accountable, unless they own 5% or more of the outstanding shares -- then they must file a 13d -- or unless they are an officer. Their shares are registered and monitored.
It is ok for a company to directly sell shares, up to $1million in value, once its trading, once a year, so long as it registers the offering in the state(s) in which it plans to sell the shares. These shares are often sold at a discount, depending on how much a company needs cash and how strongly its trading. The shares can also be sold off shore.
It is not just filling out a 15c211. These must be signed and filed by a market maker, and submitted to the SEC, which then reviews and questions anything they don't like, and they are becoming much more strict. You (via the MM) then have to respond to their questions. Once they ok it, there is a 30 day quiet period with only one MM.
Am neither lawyer nor broker, so if there are others who can fill in here, be my guest. This vehicle can work, but it takes work to get it right.
It's a lot cleaner than a reverse merger, where you still have to file a 15c211 and deal with ghosts in the closet. |
