Anybody know these guys?:
Update below.
ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES |
On November 14, 2007, the Company authorized the issuance of 1,078,000 shares of common stock for cash consideration of $1.00 per share for the cash proceeds of $1,078,000 received within the three months ended September 30, 2007 pursuant to the exemptions from registration provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended, to the following subscribers:
| Date of Subscription Agreement | Subscriber
| Number Of Shares | Consideration |
| July 19, 2007 | Lorenz Consulting | 150,000 | $150,000 |
| July 25, 2007 | TCE Source | 75,000 | $75,000 |
| August 15, 2007 | Urs Angst | 853,000 | $853,000 |
The Company complied with Section 4(2) based on the following factors: (1) the issuances were isolated private transactions that did not involve a public offering; (2) there were three offerees who were issued the stock for cash consideration; (3) the offerees stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that that led to the subscription of the stock took place directly between the offerees and the Company.
Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act, provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (the “resale safe harbor”). An offer, sale or resale of securities that satisfied all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S. The distribution compliance period for shares sold in reliance on Regulation S is one year.
The Company complied with the requirements of Regulation S by: (1) having made no directed offering efforts in the United States; (2) offering only to offerees who were outside the United States at the time the stock was offered and authorized; and (3) ensuring that the offerees to whom the stock will be issued are non-U.S. offerees with addresses in foreign countries.
UPDATE: Planktos closed at $0.16 today.
