TDYS CAREFUL!! Pre Merger split clause in filings: Reverse Split to Facilitate Merger. We currently have an authorized capitalization of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. With 24.0 million shares outstanding immediately preceding the Merger, after giving effect to JPF’s return of 24,031,863 shares issued under the Investment Agreement for cancellation immediately preceding the closing of the Merger, we do not have a sufficient number of authorized but unissued shares to convey 95% ownership of our stock to the OTE stockholders as agreed to complete the Merger, which would require the issuance of 369.9 million shares at closing and the reservation of about 86.7 shares for issuance on the conversion of outstanding notes and the exercise of outstanding warrants. Accordingly, immediately preceding the Merger, we will effect a 1-for-4.6972 reverse-stock-split of our common stock (the “Reverse Split”) by filing an amendment with the Nevada Secretary of State. This amendment will also increase our authorized common stock to 200,000,000 shares.
As a result of the Reverse Split, each record holder of less than 4.6972 shares of our common stock immediately before the Reverse Split (collectively, the “Minority Stockholders”) will receive from us, cash in the amount of $0.03 per share of our common stock, without interest (which includes a 20% premium over the fair market value of $0.025 per share as of March 3, 2015, as determined by our board of directors), for each share of our common stock held immediately before the Reverse Split, and the Minority Stockholders will no longer be our stockholders. Each record holder of 4.6972 or more shares of our common stock immediately before the Reverse Split will own approximately one-fifth of the number of shares of our common stock held by such stockholder immediately before the Reverse Split.
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