This page is a supplement to the full Conditions of Use provided here.
Block Transfer maintains securities ownership records for its clients ("issuers") through assets issued on the Stellar network ("Issuer Assets").
You are prohibited from lending or selling restricted securities. You may gift or hypothecate these securities, but it's important to be aware that the counterparty will also receive restricted securities, in accordance with Rule 144 under the Securities Act as promingled by the SEC ("Rule 144").
By initiating any transfer of restricted securities, you hereby represent and warrant that such transfer is conducted without any form of consideration, monetary or otherwise. Any violation of these representations may result in legal consequences from the purchaser thereof or regulatory actions, both of which are expressly disclaimed. This statement is provided for legal clarity and does not constitute legal advice. Parties involved in the transfer of restricted securities for consideration should seek legal counsel to ensure full compliance with applicable laws and regulations.
We do not issue stock certificates. This eliminates the costly problem of replacing lost, stolen or destroyed certificates.
Whenever disposing of book-entry securities, you represent that you are not aware of any material non-public information about the issuer thereof.
Stellar maintains balances with precision up to seven decimal places, as do our internal accounting controls for complex restricted securities or those not yet claimed on the ledger. We require all issuers to support these share denominations. In the event of a reverse split with resulting balances denominated by a mantissa over seven decimal places, we round shares up to the nearest ten millionth (e.g. 23.05947001 shares after a reverse split rounds to 23.0594701 shares). Upon consummated a reverse split, we will notify the SEC if any such rounded amounts exceed thresholds defined in SEC Rule 17Ad-11, which hsa not yet occured in the ordinary course of executing reverse splits. Notwithstanding any material record differences, we will purchase the total amount of shares granted via round-ups immediately following a reverse split in the open market (0.00000009 shares in this example). After such acquisition, we will cancel such shares. We complete this process at no extra cost to issuers or users.
If you buy securities related to firms not deemed SEC reporting companies ("private securities"), you represent that you:
If you sell private securities, you represent that there has been no influence exerted over you by any officer or director of the company that issued such securities regarding the sale of said shares. All representations, warranties, and agreements made by any party by executing a private sale on the SDEX shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party involved thereto.
Failure to comply with this clause can lead to irrevocable closure of your account, at our sole discression. Moreover, you represent that you have and will not use any form of general solicitation or advertising related to any SDEX private sale, outside of posting your offer amount and price. Public solicitation of private securities can lead to a permanent account ban at our sole discretion, including cases whereby someone affiliated with you promotes your sale.
By submitting a private sale to the SDEX, you represent that you are not aware of any material, non-public information about the securities traded in such order.
If you transact securities or otherwise hold Issuer Assets on behalf of nominees, you must immediately notify us.
You cannot trade Issuer Assets through the SDEX or by any other book-entry means if you are an underwriter or dealer.
We will make a best-effort attempt to identify all issuer affiliations by (i) asking investors to self-identify as an affiliate, (ii) cross-referencing known insiders with registered holders at any time we see fit, and (iii) flagging investors automatically once they surpass the affiliate ownership threshold for shares outstanding, which is 10% at the time of writing. You represent that you will file necessary forms under Section 16 and comply with various other insider trading rules if you are an affiliate, regardless of our identification of you account as so. Please self-identify any issuers for which you are directly, beneficially, jointly, or by other means an affiliate using our app. If you have been flagged as an affiliate based on ownership threshold but believe you are not an affiliate, submit to us a legal opinion detailing the facts against exercise of control of a respective issuer.
You will be marked as an insider for three months after the termination of your relationship with an issuer.
If you are an executive of board member, your employer must report your leave.
If you are a control person or otherwise affiliated with an issuer, you cannot sell their securities on the SDEX. You must use IssuerLink or contact us to help facilitate a private transaction. Failure to follow this policy may result in account closure at our discression.
We impose Rule 144(e) volume limitations aligned with the SEC Division of Corporate Finance's promingled Securities Act Rule Compliance and Disclosure Interpretation 133.02 whereby we do not consider private sales to be market-based volume reported through an automated quotation system.