Days Since MMTLP Was U3 HALTED!
MMTLP is a preferred share stock dividend that was given out to holders of stock ticker TRCH in June 2021 and ended up trading unauthorized on the OTC market from October 2021 to December 8, 2022.
Approximately 64,000 holders of these shares are upset over several illegalities, including the inability to exit their positions before trading was supposed to end and possibly receiving no or counterfeit shares from their brokers that are worth nothing.
The solution to this problem involves providing genuine shares of Next Bridge Hydrocarbons to shareholders or offering financial compensation for their counterfeit shares and any pain, suffering, or mental anguish caused by the situation. MMTLP is poised to expose illegalities that are also happening to hundreds of small to mid-cap companies, and more regulatory oversight is needed to prevent future occurrences.
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Rule 6440 (a) (3) was used to institute a trading and quoting halt in the Series A preferred shares of Meta Materials Inc (OTC Symbol: MMTLP) on December 9th, 2022. This is after months of speculation by investors that MMTLP, which was actively being traded on the OTC, was being extensively shorted. Ongoing SEC filings were evaluated closely by these investors and general sentiment agreed that at the conclusion of trading with the proposed Spin-Off into Next Bridge Hydrocarbons that those short positions would require settlement.
The scenario of a short squeeze precipitated by the high number of short positions was deemed possible and retail investors took notice. I do not know the number of retail investors involved, nor the financial means of the average investor, but significant discussion across multiple internet forums speaks to great interest among this cohort.
It is crucial to note that investment in MMTLP was not without risk to these investors. There was the possibility that the presumed short interest was small and that no squeeze would occur.
However, after the S1 filing with SEC was approved and dates of the Spin-Off were released (several months after the initial S1 filing), all parties involved had the same information. This includes all who had taken short positions. OTC, FINRA, and the SEC had made it clear that on December 12th, 2022, MMTLP would be no more and that 165M shares would need to be settled.
In spite of this, and in spite of buying pressure from retail investors, the price of MMTLP continued to fall through December 8th, 2022 to 23% value of the 52-week high. The implication is that short pressure brought the price down through the end of the trading day on December 8th, 2022.
Upon opening of trading on December 9th, 2022, the OTC had marked MMTLP Caveat Emptor and ceased trading activity of any kind citing Rule 6440 (a) (3). This essentially confirms the retail investor impression that MMTLP had a significant short interest that will ultimately require settlement, for if there truly was no short interest then it would not promote “major disruption to the marketplace or significant uncertainty in the settlement and clearance process.” However, by shutting down trading and precluding the possibility of a short squeeze, FINRA effectively negated all financial risk assumed by the retail investors in favor of protecting those in the short position. This is in spite of the fact that those holding short positions had the same access to information that the retail investors had.
If the market were to act in accordance with the rules outlined by the SEC and FINRA, then an appropriate period of settlement of the short positions should be permitted prior to spinoff to Next Bridge Hydrocarbons. However, FINRA provided an escape to all those who stood to lose from holding short positions by halting MMTLP trading, WITHOUT providing those invested in MMTLP with the information that such a trading halt would occur.
No previously released document noted December 8th, 2022 as the final trading day. In fact, December 12th, 2022 was listed as the final trading day, with December 8th cited only as the final day for purchase of MMTLP for appropriate settlement and conversion to Next Bridge Hydrocarbons shares.
The corruption implicated in this series of events is outstanding. Retail investors had found an opportunity to invest in a way that may have sought to take advantage of those holding short positions, but only assuming the short positions truly were so flagrant as to not settle those positions in accordance with widely available SEC filings and FINRA releases. To cease trading prior to the SEC approved spin off date of December 12th, 2022 acts only to reinforce the behavior of noncompliance to SEC and FINRA regulations, a behavior which can only be held by financial entities with margin trading capabilities such as shorting stock. Ultimately, the decision to cease trading hurts only those investors who depended on our financial institutions to follow their own rules, and rewards the investors who assumed they could get away with noncompliance. As a single individual, I was hopeful that maybe I had found a unique circumstance where the rules might actually be in my favor – I should have known better.
6440. Trading and Quotation Halt in OTC Equity Securities
(a) Authority for Initiating a Trading and Quotation Halt
(3) FINRA determines that an extraordinary event has occurred or is ongoing that has had a material effect on the market for the OTC Equity Security or the security underlying an OTC ADR or has caused or has the potential to cause major disruption to the marketplace or significant uncertainty in the settlement and clearance process (“Extraordinary Event Halt”).
$MMTLP SHORTS had the opportunity to close their positions for MONTHS.
Instead they shorted MORE.
as per FINRA data : $MMTLP on OTC Threshold List for 40 days consecutive –> > 10K shares FAILED to DELIVER EVERY DAY due to NAKED SHORTING.
Shorts MUST CLOSE MMTLP Positions!
A market maker (gtsx.com) or 2 (canaccordgenuity.com/capital-market…) started to create a platform to make it tradeable before the merger happened between $TRCH and $MMAT as shown on this OCC memo… Merger was not to complete till the 28th but got done a day early, for context this is the OCC Memo #48884
Then all of a sudden Finra post a corporate notice on 10/06/21 $MMTLP is added to the OTC Markets and trading is set to commence but cannot due to the OCC memo #49379 above. That is an easy work around for a Lead Market Maker of IPO’s like Ari Rubenstein COE of GTS for example. Here is a link to a full check of the Firm from Broker Check pdf (finra.org) Image 1 is from Daily List (finra.org) and is from 10/06/2021. Image 2 is a screenshot from Ari Rubenstein Investigated by the New York Stock Exchange (kurtalawfirm.com)
Enter OCC memo #49368 releasing the tradability of $MMTLP but take a look at the top date compared to the paragraphed date… Odd right?! why was it 4 days after the trading of $MMTLP commenced that the letter came out to the public? For context image 1 is OCC memo #49388, Image 2 is the volume on the first day of trading and the initial 20 days or so of trading…
Perhaps to be able to capitalize on the fear that ensues once something that the holders of the Preferred shares understood to be untradable until $MMAT “the company” either sells the assets or does a spin-out and releases a Proxy to explain the details. You will notice there is no proxy for the date period in question on the SEC.gov website EDGAR Entity Landing Page (sec.gov)
And panic there was for 4 full trading days until the OCC memo #49368 was released, and then several days after that as no one knew what was happening. Remember that memo was posted 4 days after the change was in People sold off their rights to whatever was at the end of the road because they witnessed a false value on something untradable! For context image is OCC memo #49388
Exactly 11 trading days in MMTLP hit the security threshold list and remained on it until the first trading day in January, and then all of a sudden gone! No more Reg Sho??? Ok maybe they took care of it. Let’s take a look at the chart to see if that is the For Context the image is from OTC Threshold (finra.org) and is the Key Rule that is focused on for Reg. Sho threshold removal… Note there is no like kind stock of $MMTLP as it is unique and can only be covered by buying $MMTLP…
From what I can tell looking at the daily chart that the $MMTLP ticker stayed pretty rangebound between the 2% and 61.8% Fibonacci levels for the entire time trading after the initial spoofing and the entire time it traded until recently… against the entire market btw. Image is
Oh yeah, I forgot to bring up, “this is not supposed to be trading” again for a I hope your keeping that in the front of all this, and tack on the fact that only a few OG holders got spoofed when looking at the actual avg. volume levels, price trend, and money flow as seen in this chart.
So now with that ice breaker of a back story (BTW this goes all the way back to the late 2000’s with Pole Perfect Studios if you would like to further this issue), let’s get more So, with all that time passing and no real shares that can be traded because of the awareness we retail investors have gained, the Brokers have racked up an EXTENSIVE naked position.
You can clearly see that in the last recent months the volume has changed starting on the day the 3rd S-1 was filed. In that filing there was specific language to the shorts stating they should close OK possible volume explained right?! Image 1 link to the S-1/A revision 3 EDGAR Entity Landing Page (sec.gov) Image 2 Chart showing the start of the incline in price at October 5, 2022.
Well, no not at all the case. In fact, there was minimal coverage. (I am sure you know that a reported # is not the true #) Which is clearly outlined in the threshold securities list through the high levels of FTD’s produced in that time. and still being produced daily! Image 1 is from Equity Short Interest (finra.org) Image 2 is from
I would also like to re-point out that they never did cover the initial FTDs from Oct-Dec .. that means they leveraged using either the retail traders that trade on margin or have share lending on to cover up the FTDs since there is no “like” ticker to swap with. Which means there is a heavy amount of over leveraging going on, on something that already does not exists.
So now we have 60million in volume pouring into $MMTLP over 2 months and no coverage happening on the short end…Yet there are massive amounts of shares trading hands that technically never existed and being rolled into FTDs, there is still a variable not being considered… Image 1 sows the months volume on MMTLP for October. Image 2 shows the months volume on MMTLP for November.
We the Retail Investors! We are the variable that changes the But let’s just stick to the provable facts… The Problem that the vast majority of us the long holders are having is not the squeeze factor, it is the accountability of the broker dealers and FINRA and the OCC. This should never started let alone get as far as it has.
On Nov. 18, 2022 $MMAT Metamaterial Inc. listed the Notice of Effectiveness for the 424(b)(4), meaning all parties have approved the Spin-out and is awaiting Finra to do a final review and post the corporate notice to the daily Image 1 is the filed Notice of Effectiveness from EDGAR Entity Landing Page (sec.gov) Image 2 is the daily time frame showing the trading date after the filing as it was done after hours.
This is a piece I am adding in for more context, $MMTLP has been on the Reg Sho threshold list again for about 29 trading days at this point already, and as you will see it continues to remain on it to this day! This will come back up again in a few minutes But needs to be seen now as well.
Here is the interesting part and what is suspect about the whole On Nov. 23rd Metamaterials Inc. $MMAT releases the PR that all board members have approved the Spin-out. And two days later publish the 424(b)(4) dated Nov. 18, 2022. but watch $MMTLP price action. Image 1 is the News Feed from the MetaMaterials website Link News (metamaterial.com). Image 2 is the 424(b)(4) listing on the SEC Edgar page link EDGAR Entity Landing Page (sec.gov). Image 3 is the 424(b)(4) highlighting the date of the documents effectiveness. Image 4 is the daily chart showing the price action from Nov 23rd on with a very odd push down the day before the halt. We will get to that soon.
Does this look like the price action of a years’ worth of shorting and synthetic share lending and selling being bought back in anticipation of $MMTLP being “DELETED” from the OTC Markets and Next Bridge Hydrocarbons becoming a private company? Broker Dealers had plenty of TIME to do this… Image is the 2hr time frame chart with standard candlestick patterns for and accurate depiction of trend and price Each tick is a 2 hour window.
Next why did Finra take so long to get the corporate action out? Metamaterial had the 424(b) to them on Nov. 18th, which is almost a full month till the Record Date. It should have been released no later than Nov. 29th by their timeline. Image 1 is the Finra rule 6490. Processing of Company-Related Actions | FINRA.org Image 2 is the daily time frame chart showing the latest the corporate action should have come out… Keep in mind this would have given ample time for covering of short and synthetic positions till the record date.
This hold up from Finra allowed for the broker dealer’s to drop the price from $12.25 back to $2.85. But because #retail kept buying and holding as brokers created new shares they didn’t have enough #TIME to get it all the way down earlier to then allow FINRA to release the corporate action. Image is showing the very clear algorithmic push down through the various key levels of support and resistance.
Finally on Dec 6th EOD, Finra drops the corporate action just 2 days till holders need to be on record and 4 days till the trading is to stop. There is still no signs of coverage of shorts or synthetics as seen on the threshold Various overseas brokers start to take away the buy button (expected) at this point. Image 1 is the corporate action notice dated Dec 6, 2022 from Daily List (finra.org) Image 2 is the Reg Sho threshold list from OTC Threshold (finra.org)
Dec. 8th a large number of overseas brokers have already shut down trading and people are just starting to get their messages of corporate action from their brokers. Again this step is now 2 days late giving only 2 days for retail to make a decision on their plan… Image 1, 2, and 3 are various broker letters to the holders.
Oh yeah, let’s not forget the 60% price drop with no ability to buy from a large # of brokers and a perfect retracement back to that $2.85 level I spoke about earlier… because they ran out of TIME!!! But wait there is more. remember that corporate notice from the 6th?… Image showing the daily time frame highlighting the date of Dec. 8th price action
Yeah, that was written wrong when sent to The DTCC and had to be corrected… that was how the brokers got their TIME! So, at 1:10pm EST the #algos finally get shut down and because of the limited ability to buy the price could not recover… but why? Image 1 is corporate action posted on Dec. 6th, highlighting key point that were in the original notice not the second notice. Image 2 is corporate action posted on Dec. 8th, highlighting the removal of one part and the change of another. Both images are from Daily List (finra.org)
But what gave FINRA this ability to take that specific date of distribution out of there?…
The word “Canceled”! It needed to be switched to “Deleted” for legalities. So, the DTCC was inevitably going to have to kick it back. They are not canceled stocks they are deleted from the market. FINRA knows that and has been filing these for many years now and had plenty of TIME to get it right! This should not be dismissed as a simple mistake at this point.
Both images are from Daily List (finra.org) there is also a clip from Jeff Mendel, VP of OTC Markets clearly stating that the ticker will be “DELETED”.
So, Finra was able to give the brokers TIME to come up with a work around on $MMTLP to be able to push the due process of share reconciliation out to a later date so they can try and lessen the damages to their liquidity when they are the ones who did this to themselves. And to further point out that this was never supposed to be traded to begin
Then out of the blue on 9th, a trading halt appears with a U3 code. In case your unaware a U3 halt code has only been used 344 times since 2014 and only 3 times on domestic stocks. I would consider that pretty uncommon. An “EXTRODINAY EVENT” halt the first minute longs are fully committed to the spin-out! Image 1 is from Trade Halts (finra.org) Image 2 is the Official Doc. Put out by Finra. Image 3 is the description of a U3 halt code from Trade Halts (finra.org)
Metamaterials (MMAT) is a Canadian company that uplisted on the Nasdaq in June of 2021. In order to uplist on the US exchange (NASDAQ), Metamaterials merged with Torchlight Energy (TRCH). As stated through the SEC filings, If you held your shares of Torchlight Energy (TRCH) through the merger with Metamaterials (MMAT), you were entitled to a Series A preferred share (Dividend).
On 12/09/22 FINRA haulted trading on MMTLP, two days before the stock was to be deleted and become Next Bridge Hydrocarbons, a private company. This sudden hault on trading stops the short positions from covering and the share holders from being allowed to sell their positions.
In general, brokers do not have the authority to sell your shares without your consent. However, there are certain circumstances under which a broker may be able to sell your shares without your explicit approval.
One such circumstance is if you have a margin account with your broker and you fail to meet a margin call. A margin call is a request for additional funds or securities to be deposited into your account to cover a potential loss on a trade. If you are unable to meet a margin call, your broker may sell some or all of your shares to cover the shortfall.
Another situation in which a broker may be able to sell your shares without your consent is if you have given the broker power of attorney over your account. Power of attorney is a legal document that gives someone else the authority to act on your behalf in financial matters. If you have granted a broker power of attorney, they may be able to sell your shares as they see fit.