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Microcap & Penny Stocks : QDRX

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To: Clarence Wilson who wrote (914)1/11/1997 9:57:00 AM
From: Glenn Olsen   of 3977
 
Reg-S allows US companies to sell stock to foreign companies at a discount to the current price. Typical discount is 30%. The foreign company can sell the stock 41(?) later. What the foreign companies usually do is immediately sell the stock short so they lock in the 30% gain. For the US company this is a method for raising capital to continue operations. No loan to repay. This does dilute the stock value to the normal share holders. The problem for the investor is the filing to notify everyone of the Reg-s sale doesn't occur until sometime after the transaction. Sometimes it will show up by the 41 day holding period but that does little to help because the shares have already been "sold" on the market via short sales through the MM's. The MM's are aware of the transaction either by the parties in the sale or the transfer agents (got me how the know for sure). The result is the stock price will begin to drop on high volume for no particular reason that we can see. Often a favorable announcement from the company will coincide with the reg-s sale. We then all wonder why the stock is trading high volume good news but no gain and maybe a slight loss.

Most reg-s is bad for the stock holder. To me QDRX is the rare exception that justifies this type of financing. No bank would support them since they lacked revenue. They have an "idea" or product that can make it but requires time. All they have to sell is stock. As long as they don't sell more than they absolutely need to cover costs, it's the best they can do.

144 is a filing that officers and maybe large holders must file indicating an "intent" to sell(someone jump in and correct me). Again, it is not always bad for insiders to sell stock. Sometimes they need to diversify, have options that require a cash payment or tax payment, just don't get paid enough in cash etc. When several do it, pretty sure it's just one of the windows where the rules allow insiders to sell. Note the 144 filings occurred more than 30 days prior to the announcements.

So these are very rough descriptions which I hope are either useful or prompt someone with a better grasp to respond for both of us.

Glenn
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