Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Tuesday, June 3, 2008

Allixon Settles Charges of Improper Reg D Offering

The SEC settled charges against Allixon International Corporation relating to the issuance of unregistered securities.  The Order finds that in July 2005 Allixon's board of directors authorized the issuance of 1.3 million shares to two Turks and Caicos entities pursuant to Rule 504 of Regulation D. Contemporaneously with the issuance of the shares, Allixon's corporate secretary negotiated an escrow agreement that specified that the Allixon shares transferred to the Turks and Caicos entities were to be sold and proceeds from the sale of the shares were to be used for the purpose of paying transaction costs of the reverse merger. Allixon did not receive, directly or indirectly, any of the remaining stock sale proceeds. No registration statement was filed with the Commission or was in effect as to the transactions in Allixon shares described above and the transactions were not otherwise exempt from registration. Therefore, the securities transactions described above violated Sections 5(a) and 5(c) of the Securities Act.  Based on the above, the Order directs Allixon International Corporation to cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act. Allixon International Corporation consented to the issuance of the Order without admitting or denying any of the findings contained in the Order

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