PHOENIX, AZ / ACCESSWIRE / July 7, 2017 / NOHO, Inc. (OTC PINK: DRNK), a Wyoming corporation (the "Company"), announced the following:
NOHO, Inc. has filed two complaints with FINRA alleging trading anomalies by market makers and brokerage firms following an internal analysis by the company.
The first complaint focuses on evidence of Regulation SHO violations by market makers employing collusive efforts to manipulate the share price. Rule 203(b)(1), which lies at the core of Regulation SHO and has been in force since Regulation SHO was first adopted in 2004 and became fully effective in January 2005, states:
"A broker or dealer may not accept a short sale order in an equity security from another person, or effect a short sale in an equity security for its own account, unless the broker or dealer has: (i) Borrowed the security, or entered into a bona fide arrangement to borrow the security; or (ii) Reasonable grounds to believe that the security can be borrowed so that it can be delivered on the date delivery is due; and (iii) Documented compliance with this paragraph (b)(1)."
We believe a few market makers have violated the fair market making requirements, Regulation SHO, and Rule 5100 by selling stock short without locating the stock for delivery at settlement and have not been engaged in bona fide market making which lead to conversion or misuse of customer funds, misuse of customer securities, as well as failure to maintain possession or control of fully paid securities without the customer's knowledge.
The second complaint alleges abuse of convertible note holders who misuse Rule 144 by intentionally revising previously executed promissory notes to include a convertible feature and declaring that tacking under Rule 144 applies.
David Mersky, NOHO, Inc.'s CEO, stated, "Upon internal analysis of recent trading activity in our stock, there is solid evidence that certain parties have colluded to depress our share price in violation of Regulation SHO and Rule 5100. The time has come to shed light on these illicit activities and we look forward to working with regulators in this effort."
Additionally, in conjunction with the alleged illegal trading activities stated above, the company has identified certain parties who have made libelous public statements about NOHO's business operations and management. It is alleged that these individuals are "paid bashers" who are employed by market makers and others to disseminate knowingly false information to erode confidence in the company and depress the share price. "We have identified individuals who have continually made and repeated false and defamatory statements about the company and management and have relayed this information to FINRA," Mersky continued. In addition, the company is also pursuing these people outside of the regulatory process and is currently notifying, among others, the state Attorney General's Office in Tennessee, alleging violations of criminal forgery statutes. See, Tennessee Code, Title 39 - Criminal Offenses
Issuer Stock Repurchase Program
The Company intends to activate a stock repurchase program ("Stock Repurchase") pursuant to Rule 10b-18 which allows Issuers to post bids for and purchases of an issuer's common stock by or for an issuer or an "affiliated purchaser" of an issuer. The safe harbor excludes bids and purchases made during certain corporate events such as mergers, tender offers, and distributions that involve the issuer. The safe harbor provides only that certain, specific provisions of the securities laws will not be considered to have been violated solely by reason of the manner, timing, price, or volume of such repurchases, provided the repurchases are made within the limitations of the Rule. The company will disclose all information regarding the common stock the Company has repurchased as it is important and useful to investors to include specific information regarding repurchase activity by issuers and their affiliates.
Cancellation of Class B Preferred Shares
NOHO has instructed counsel to cancel all Class B preferred shares. As a result, the insiders will no longer have that mechanism to obtain common stock. It should be further noted that the insiders of NOHO have never converted any shares in this class and therefore have never owned or sold any common stock. The company has directed counsel to further reduce the authorized shares commensurate to this cancellation. Further updates will be provided as developments occur.
NOHO, Inc.'s CEO, David Mersky, has become the Chief Executive Officer of Sibbanac, Inc. (OTC: SNNC). Mr. Mersky will remain in his role in NOHO and at this time the acquisition by SNNC of IMBUTEK HOLDINGS, CORP., will have no effect on the NOHO shareholders. "While we had originally intended to change the name of NOHO to IMBUTEK to pursue new acquisitions, we have now determined that the NOHO brand is too valuable and must stand alone, in light of recent product distribution and the new FDA registered and clinically tested medicine that is going into production. Sibbanac will change its name to IMBUTEK HOLDINGS CORP, which will allow us to expedite our original plan. Sibbanac is fully reporting and we are catching it up on its filings, which we'll have completed very quickly." The company looks forward to updating NOHO shareholders about the impact of Sibannac's recent developments. For further information, please see the latest 8-K from Sibbanac, Inc.
Cautionary Note Regarding Forward-Looking Statements.
This press release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Noho, Inc. (the "Company"), its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may", "would", "will", "expect", "estimate", "can", "believe", "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and actual results may differ materially from those projected in the forward looking statements as a result of various factors. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company's control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in documents filed by the company from time to time with the United States Securities and Exchange Commission and other regulatory authorities.
SOURCE: NOHO, Inc.