The shareholder revolt against the PRE-14A caused ECIG to abandon the (up to) one for 100 reverse split and increase in Authorized Shares to 600 million and to submit a DEF-14A to reduce the reverse split ratio and to reduce the proposed increase in Authorized Shares from 600 million to 350 million. ***numbers posted beside the links below)
To comprehend the vast amount of shares ECIG needs now and will continue to need for the Convertible Debenture (CD) Promissory Notes refer to the last 10Q and subsequent 8-K's where ECIG borrowed and covenanted approximately $47 million. All of the Convertible Debenture Notes give the lenders drastic discounts on shares. EDGAR link to Filings posted below, particularly the 10Q that lists the Notes and discounts.
Each Convertible Debenture Promissory Note has punitive consequences for payment DEFAULTS. Refer to this post:
ECIG does NOT have current control of the Outstanding Shares and needs shareholders to approve the modest increase in Authorized Shares from 300 million to 350 million, particularly the Preferred Shares of 20 million.
It does NOT matter if the vote for the proposed reverse split is declined or approved because all ECIG really needs is for the Preferred Shares and modest increase in the Authorized Shares to be approved.
Should ECIG gain control of ALL voting matters with Preferred Shares the company will never need shareholder approval for all future changes. *** Preferred Shares grant superior voting rights over ALL common share votes.
Should the currently proposed reverse split and raise in Authorized Shares be insufficient to pay off the remainder of the approximate $47 million Convertible Debenture Promissory Notes ECIG will have controlling authority to approve more reverse splits without shareholder votes or approvals.
For a prime example of controlling authority this is what ECIG did one year ago when they did have controlling authority of the Outstanding Shares.
On March 7, 2014 ECIG wanted to raise the Authorized Shares from 100 million to 300 million. The insiders controlled over 50 % of the 100 million Outstanding Shares and were able to make the changes WITHOUT a shareholder vote. Note the hilited notice in capital letters " WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY "
June 7, 2014 PRE-14A increasing the A/S from 100 million to 300 million
January 27, 2015 DEF-14A (proposed R/S of one for 5 up to one for 20 and A/S to 350 million, of which 330 million would be common shares and 20 million would be Preferred Shares)
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