SEC Division of Corporation Finance no-action letter: Aegis Capital Corporation

March 28, 2018
Michael H. Ference, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Floor
New York, NY 10036
Re: In the Matter of Aegis Capital Corporation Waiver of Disqualification under Rule 506(d)(2)(ii) of Regulation D Exchange Act Release No. 82956, March 28, 2018 Administrative Proceeding File No. 3-18412 Dear Mr. Ference:
This letter responds to your letter dated March 19, 2018 (“Waiver Letter”), written on behalf of Aegis Capital Corporation (“Aegis”), and constituting an application for a waiver of disqualification under Rule 506(d)(2)(ii) of Regulation D under the Securities Act of 1933. In the Waiver Letter, you requested relief from any disqualification that arises by virtue of the Commission’s order entered March 28, 2018, in the Matter of Aegis Capital Corporation, pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Section 203(e) of the Investment Advisers Act of 1940, Release No. 82956 (the “Order”). Based on the facts and representations in the Waiver Letter and assuming Aegis complies with the Order, we have determined that Aegis has made a showing of good cause under Rule 506(d)(2)(ii) of Regulation D that it is not necessary under the circumstances to deny reliance on Rule 506 of Regulation D by reason of the entry of the Order. Accordingly, the relief requested in the Waiver Letter regarding any disqualification that would arise as to Aegis under Rule 506 of Regulation D by reason of the entry of the Order is granted on the condition that Aegis fully complies with the terms of the Order. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Elizabeth M. Murphy Associate Director Division of Corporation Finance