What is the legal status of the company and fiscal year end?

WOWIO, Inc. is a Texas corporation with a fiscal year end of December 31st. It is a fully-reporting public company.

 

I subscribed to a company private placement, when do I receive my stock certificate?

We automatically enroll investors with VStock, our stock transfer issuance company.

 

Who is your transfer agent? Whom should I contact regarding my stock certificate(s)?

All stock transactions are managed by our transfer issuance company, VStock.

 

Vstock can help with a variety of shareholder-related services:

• Change of address

• Transfer ownership of stock

• Request stock certificate(s)

• Request account statement

 

NOTE: You will still need to remove restrictions via the Rule 144 Process before transferring shares. More information on removing restrictions below.

 

Here’s how to contact our transfer agent, Vstock (email is extremely efficient and is recommended):

Attention: Yoel Goldfeder

Phone: 212-828-8436

Toll-Free: 855-9VSTOCK

Fax: 646-536-3179

info@vstocktransfer.com

www.VStockTransfer.com

 

By Mail and Overnight Delivery:

18 Lafayette Place

Woodmere, New York 11598

 

What if I want a physical certificate?

If you would rather have a certificate, you can contact VStock, and they will mail you a certificate instead.

 

What is DTC and Cede & Co.?

DTC is an acronym for the Depository Trust Company. DTC is the central depository for the brokerage community where stock and bond certificates are deposited or transferred by the broker participants. The main function of DTC is to clear and settle stock trades and to provide custody of securities in an automated environment. DTC provides an efficient and safe way for the buyer and seller to exchange securities electronically and in a centralized location eliminating the need for physical stock certificates and time for transit. DTC is a member of the Federal Reserve System, owned by the Depository Trust and Clearing Corporation (DTCC). DTCC, in turn, is owned by several banks, brokerage houses and trading exchanges. Cede & Co. is merely the nominee name for DTC. DTC and Cede & Co. are synonymous and are often used interchangeably.

 

What is restricted stock?

Restricted stock is issued with a ‘restricted legend’ on the stock certificate. Shareholders with restricted stock may only sell their shares in compliance with SEC regulation.

 

How do I remove the restricted legend from my stock certificate?

Removing a restricted legend is a complex process governed by regulations. If your shares have a restrictive legend, contact your broker to request the proper paperwork and procedure. Brokers and clearing agents are sometimes particular regarding what forms and disclosures they require before assisting in the removal of a restricted legend from a security. Legal opinions (from company counsel or outside counsel) are also sometimes needed to remove a restricted legend.

 

How is a lost or stolen stock certificate replaced?

If you have lost a stock certificate, you should contact or email Vstock immediately so that they may place a ‘”STOP” on the form of certificate. Once the “STOP” is placed, please fill out, you may need to complete a “lost instrument bond” form. Feel free to call Vstock to discuss. Bonds: Surety bonds are typically required by transfer agents to replace lost, stolen, or damaged stock certificates.

 

Will all brokerage firms and international banks accept my stock certificate? What about Canadian banks?

If for some reason your brokerage firm or international bank won’t accept your certificate, we suggest you use VStock DTC to make shares transferable electronically. Many international banks will hold and sell shares electronically.

 

What if I own shares through a brokerage firm?

If you own shares through a brokerage firm account, you should contact your broker for information about your account.

 

I subscribed to a company private placement. How can I remove the restriction on my shares?

Your legend on your certificate has a specific date on it. You must wait until that date to have the legend removed so you can freely hold or sell these shares. If your shares are being held electronically by VStock (via DTC), you must keep track of your restriction expiration date, and once you have reached the date on the certificate, follow the procedure below, in order to remove the restriction.

 

How do I find the rules surrounding 144?

The Securities and Exchange Commission governs rule 144, the following link to the SEC website provides valuable information about the rule. http://www.sec.gov/investor/pubs/rule144.htm

 

Affiliate or Person Selling on Behalf of an Affiliate:

• During six-month holding period no re-sales under Rule 144 permitted.

• After six-month holding period may resell in accordance with all Rule 144 requirements including: current public information, volume limitations,    manner of sale requirements for equity securities, and filing of form 144. Non-Affiliate (and has not been an affiliate during the prior three months)

• During six-month holding period no re-sales under Rule 144 permitted.

• After six-month holding period but before one year, unlimited public re-sales under Rule 144 except that the current public information requirement still applies.

• After one-year holding period, unlimited public re-sales under Rule 144; need not comply with any other Rule 144 requirements.

 

THIS IS GENERAL INFORMATION ONLY AND NOT TO BE TAKEN AS LEGAL ADVICE NOR IS THIS TO BE TAKEN AS A LEGAL OPINION.

RESTRICTED SECURITIES OF NON-REPORTING ISSUERS

 

Affiliate or Person Selling on Behalf of an Affiliate:

• During one year holding period no re-sales under Rule 144 permitted.

• After one-year holding period, may resell in accordance with all Rule 144 requirements, including: current public information, volume limitations, manner of sale requirements for equity securities, and filing of Form 144. Non-Affiliate (and has not been an affiliate during the prior three months)

• During one year holding period no re-sales under Rule 144 permitted.

• Unlimited public re-sales under Rule 144; need not comply with any other Rule 144 requirements *Please note – this is general information only; not legal advice, nor represents any form of a legal opinion.

 

How do I change my address with VStock?

You will need to complete a ‘change of address’ form. Please feel free to email to info@vstocktransfer.com and they will email you the correct Form.