SALT LAKE CITY, UT / ACCESSWIRE / August 15, 2023 / Rino International Corp. (OTC:PK:RINO), dba JOIN Entertainment Holdings inc. (JOIN TV) is issuing a statement to update its shareholders regarding the Caveat Emptor and Stock Promotion designations it received last week from OTC Markets Group. The Company also seeks to highlight the pro-active steps it is taking to address the designations and rectify these issues in a timely fashion.
The Stock Promotion designation is issued by OTC Markets Group to provide increased transparency to investors and to signal that the security may be the subject of promotional activities.
The Caveat Emptor, or 'Buyer Beware', designation is placed on a security by OTC Markets Group when there has been a determination related to the company that may indicate potential risks to investors.
JOIN TV's board of Directors was first made aware of these designations after-market on Tuesday, August 8th, 2023 which corresponded to the company's first distribution of its first three (3) post-RTO press release announcements to the markets. JOIN TV's board of Directors immediately began contacting all necessary parties including OTC Markets Group to clarify the source of these designations. The company has confirmed with OTC Markets Group that the source of the Stock Promotion designation was triggered by specific promotional materials that were distributed in relation to the company's recent news. It was also confirmed that this Stock Promotion designation is what triggered the subsequent Caveat Emptor designation (anchored specifically to 15c2-11 status). There were no additional issues or factors to these designations highlighted by OTC Markets Group.
The aforementioned promotional materials were distributed by an unauthorized third-party advertiser, not by JOIN TV or any affiliated parties. The management at JOIN TV was not aware of these specific promotional activities prior to the issuance of the Stock Promotion designation.
Upon notification of the designation from OTC Markets Group, JOIN TV immediately commenced a thorough investigation. The investigation revealed that a third-party marketing firm, unrelated to JOIN TV or any of its affiliates, initiated a stock promotion campaign without the knowledge or consent of JOIN TV's management or Board of Directors.
The company also wishes to clarify that it had a 15c2-11 status which predated its recent FINRA approved RTO and change of control. The company came to learn (after these designations were applied by OTC Markets Group) that when under 15c2-11 status, a Stock Promotion designation will trigger a Caveat Emptor designation under OTC Market Group's policies.
The 15c2-11 rule, officially known as Rule 15c2-11 under the Securities Exchange Act of 1934, is a regulation enforced by the U.S. Securities and Exchange Commission (SEC). This rule establishes the requirements that a broker-dealer must comply with to initiate or resume quoting a security in the OTC Market.
Key Requirements of Rule 15c2-11:
- Information Review Requirement: Before a broker-dealer can publish a quotation for an OTC security, they must have in their possession, and review, specific information about the issuer. This information includes, but is not limited to, the issuer's financial statements, business operations information, and management details.
- Filing Requirement: The broker-dealer must also file a Form 211 with the Financial Industry Regulatory Authority (FINRA), demonstrating compliance with the rule, including that the broker-dealer has a reasonable basis under the circumstances for believing that the information about the issuer is accurate and from a reliable source.
- Continuous Quotation Requirement: Once a broker-dealer has initiated a quote for a security, they are generally required to maintain certain information and make it available upon request to ensure that the quotations are based on reliable and current information.
The Company has engaged an industry leading Market Maker firm, to sponsor and assist JOIN with the necessary filings to pursue removal of this 15c2-11 rule designation, upon successful removal the company will contact OTC Markets Group and request removal of the Caveat Emptor and Stock Promotion designations.
The company is confident that it will be able to resolve these issues in a timely fashion. After 30 calendar days (from initial designation), JOIN TV may request OTC Markets to review the Caveat Emptor designation and have it removed if deemed appropriate.
JOIN TV continues to be committed to delivering on its business objectives and strategy as the resolution of these designation removals are pursued.
JOIN TV is proactively engaging with all relevant parties and will update the public as soon as additional information or clarification is received from FINRA or OTC Markets.
For more information about JOIN TV, please visit www.jointvnetwork.com or contact our investor relations team directly at [email protected]. or by phone at 1-855-564-6881. For media inquiries, interviews, or images contact [email protected].
About RINO International Corp., dba JOIN Entertainment Inc. (JOIN TV):
RINO International Corp., dba JOIN Entertainment Inc. (JOIN TV) is a North American Entertainment Network that provides distribution and revenue-generating solutions to OTT (Over-the-top) platforms Worldwide. We are an aggregator of F.A.S.T. (Free Ad Streaming Television) channels: Our company creates content, distributes content and monetizes content through the JOIN TV Global Network which is tethered to the FAST channels network of over 1.4 Billion smart televisions Worldwide.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this communication, or incorporated by reference into this communication, are forward-looking statements. Throughout this communication, we have attempted to identify forward-looking statements by using words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecasts," "goal," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "will," or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements address future events and conditions concerning, among other things capital expenditures, earnings, litigation, regulatory matters, hedging, liquidity and capital resources and accounting matters. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this communication. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from those that we are currently expecting, and are subject to numerous factors that present considerable risks and uncertainties.
SOURCE: RINO International Corp., dba JOIN