From the Offering docs…
COUV Reorganization
The Company intends to enter into material agreements with COUV regarding a potential
transaction in which the Company would reorganize and all of the shareholders of COUV shall
become shareholders of the Company. This reorganization will be accomplished pursuant to a
Contribution and Exchange Agreement under which COUV will contribute to the Company
substantially all of its assets and its shares of the Company's common stock, in exchange for the
issuance by the Company of (i) five hundred fifty nine million, nine hundred seventy four thousand
six hundred seventy (559,974,670) shares (the "Common Shares") of Common Stock; (ii) one
hundred thousand (100,000) shares (the "Series D Shares") of series D preferred stock, par value
$0.000001 per share (the "Series D Preferred Stock"); (ili) eighty-one thousand thirty two
(81,032) shares (the "Series E Shares") of series E preferred stock, par value $0.000001 per share
(the "Series E Preferred Stock"); (iv) one hundred thousand (100,000) shares (the "Series F
Shares") of series F preferred stock, par value $0.000001 per share (the "Series F Preferred
Stock") and (v) nineteen and 45/100 (19.45) shares (the "Series G Shares," together with the
Common Shares, the Series D Shares, the Series E Shares and Series F Shares, the "Shares") of
series G preferred stock, par value $0.000001 per share (the "Series G Preferred Stock") to
COUV, with the Shares representing all of the issued and outstanding capital stock of the Company
(and which replicate the current capital structure of COUV). Following consummation of this
COUV Reorganization, COUV will distribute all of the Shares to its shareholders pursuant to a
registered distribution. Following the distribution, COUV will dissolve. For a description of the
Shares being issued to COUV shareholders, see " Description of Capital Stock").
If a definitive agreement is reached, the combined companies intend to pool their resources to
develop next-generation power storage and delivery products designed to address the needs of a
rapidly electrifying world to help fulfill the promise of a cleaner and more sustainable future.
The COUV Reorganization is subject to the condition that the Company and COUV enter into
a definitive agreement and either party is free to discontinue negotiations for any reason. Once a
definitive agreement is reached, the COUV Reorganization will require the approval of the
Company and COUV. As a result, there can be no assurance that the Company and COUV will
enter into such an agreement, nor, if they do, that their stockholders will approve the transaction
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