Rule 144

Rule 144 is a regulation under the Securities Act of 1933 that provides an exemption from registration for resales of restricted securities by persons other than affiliates of the issuer. The rule is designed to facilitate the liquidity of restricted securities by allowing their resale to the public without registration.

Rule 144 applies to resales of restricted securities by persons who acquired them directly or indirectly from the issuer or from an affiliate of the issuer. Restricted securities are securities that were acquired under a private placement or other transaction that is exempt from registration under the Securities Act of 1933.

To qualify for the exemption under Rule 144, the seller must have held the restricted securities for at least one year. The seller must also sell the securities in a transaction that is not a public offering.

Rule 144 also imposes certain volume limitations on resales of restricted securities. The seller may not sell more than 1% of the outstanding shares of the class of securities being sold in any 90-day period. If the seller is an affiliate of the issuer, the seller may not sell more than 5% of the outstanding shares of the class of securities being sold in any 90-day period.

Rule 144 is a complex regulation with a number of exceptions and conditions. For more information, please consult with an attorney or securities professional.

In addition to the general requirements described above, Rule 144 also contains a number of specific requirements that apply to resales of restricted securities by affiliates of the issuer. These requirements are designed to prevent affiliates from using Rule 144 to circumvent the registration requirements of the Securities Act of 1933.

One of the most important requirements for affiliates is that they must file a Form 144 with the Securities and Exchange Commission (SEC) before they can resell restricted securities. The Form 144 must provide information about the affiliate, the securities being sold, and the proposed transaction.

Affiliates must also comply with the volume limitations described above. However, the volume limitations for affiliates are more restrictive than the volume limitations for non-affiliates. For example, an affiliate may not sell more than 1% of the outstanding shares of the class of securities being sold in any 90-day period if the affiliate is a control person of the issuer, or more than 5% of the outstanding shares of the class of securities being sold in any 90-day period if the affiliate is a director or officer of the issuer.

In addition to the requirements described above, Rule 144 also contains a number of other requirements that apply to resales of restricted securities by affiliates. These requirements are designed to ensure that affiliates do not use Rule 144 to circumvent the registration requirements of the Securities Act of 1933.

Rule 144 is a complex regulation with a number of requirements and exceptions. For more information, please consult with an attorney or securities professional.