Jerry, Q on unregistered share 8K disclosures. | NWBO Message Board Posts


Northwest Biotherapeutics Inc.

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Msg  15789 of 15959  at  9/18/2022 5:25:17 PM  by

Hodag


 In response to msg 15787 by  exwannabe
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Re: Jerry, Q on unregistered share 8K disclosures.

The instructions to the 8-K are guidance only; you have to look to the law itself (which is not an easy thing to do).  My "go to" source for all things security related is the excellent free Securities Lawyer Deskbook at the University of Cincinatti School of Law which you can find linked here: lawblogs.uc.edu/sld
 
I think the exemption NWBO might have relied upon is found at 15 USC  77c(b)(1) which reads as follows:
 
Small issues exemptive authority
"The Commission may from time to time by its rules and regulations, and subject to such terms and conditions as may be prescribed therein, add any class of securities to the securities exempted as provided in this section, if it finds that the enforcement of this subchapter with respect to such securities is not necessary in the public interest and for the protection of investors by reason of the small amount involved or the limited character of the public offering; but no issue of securities shall be exempted under this subsection where the aggregate amount at which such issue is offered to the public exceeds $5,000,000."
 
Since the July financing only netted the company $2.7 million in proceeds, they might have qualified for the exemption above.  The terms and conditions that the SEC might have attached to such exemptions in the past may well be buried in a private letter ruling that mere mortals like you and I will never find, but one that a securities attorney like Les might know.  Generally, the SEC considers any offering with fewer than 35 new shareholders to have a "limited character" if there has been no "general solicitation" (another squishy legal term of art).
 
If you think deciphering US securities law is somewhat more difficult than nailing Jell-O to a wall, then I do not disagree with you.


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Msg # Subject Author Recs Date Posted
15792 Re: Jerry, Q on unregistered share 8K disclosures. exwannabe 0 9/20/2022 3:40:44 PM




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