Why we can’t sell shares in four states – Texas, Florida, Arizona, & North Dakota

By: Robert Grosshandler | April 21, 2017

iConsumer is able to sell shares to the public because we’re taking advantage of the 2012 JOBS Act.  More specifically, Title IV, Tier 2 of that legislation.  Basically, that legislation is an exemption from some of the most expensive and complex rules and regulations that govern the sale of securities like our stock.

The JOBS Act’s goal is to make it easier for early stage companies like iConsumer to raise money AND to make it easier for ordinary people to buy into those companies.

The JOBS Act also exempted companies complying with its rules from state securities regulations.   Those two things are a big deal.

Unfortunately, some state regulators decided that they still wanted to regulate the people selling the shares of companies like iConsumer.  Not the companies, the individuals involved, like iConsumer’s CEO (me!).  Even though I’m not doing any selling, it’s all being sold on the internet.  I’d have to be a broker dealer (which takes several years of study, I’m told).

That means if you tell us that you’re located in one of the affected states, we can’t take your money.

Those four states want a broker dealer to be involved in the selling of iConsumer’s stock.  Broker dealers are regulated by FINRA.  FINRA needs to approve a broker dealer’s participation in iConsumer’s offering.  When a broker dealer sought that approval from FINRA last year, FINRA chose not to respond to the application.  We never learned why.

We needed to get our offering active and qualified by the SEC.  We couldn’t wait for a process where the regulator had gone silent.  So, we dropped the broker dealer, thus dropping the need for FINRA approval, and thus, very unfortunately, we’re not able to sell our shares for in Texas, Florida, Arizona, or Florida.

All is not lost, however.  We keep exploring getting a broker dealer involved, but we’re a bit gun-shy because of our last experience.  And, once our stock is quoted on a market, we’re assured that people in any state can buy it from other shareholders.


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