Adequate Public Information Under Rule 144

Generally, Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”) provides that stockholders of public companies cannot rely upon Rule 144 for resales unless the issuer

satisfies certain informational requirements. The requirements depend upon whether the issuer is a reporting or non-reporting company.  Under most circumstances, the shareholders of private companies going public which have not filed a registration statement under the Securities Act must satisfy an extended holding period.

SEC Reporting Companies

If an issuer has securities registered under the Securities Act or the Securities Exchange Act of 1934 (the “Exchange Act”), has been subject to the SEC’s reporting requirements for at least 90