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Monday, 03/23/2015 10:13:03 AM

Monday, March 23, 2015 10:13:03 AM

Post# of 87250
Reasons for the RS as quoted in the Proxy Jan 27. I've bolded one reason that may be timely. I speculate the possibility the RS does happen as another step towards the best financing possible. I'm suggesting that long term financing is ready to go but the price per share of the stock must meet a threshold for the investor to consider it. If the RS occurs and the 10-K follows (and it's positive) we could have good liquidity and a good pps that justifies better financing to replace all the CD and reduce warrants by 50%. It makes good sense that this would all be part of the process and it explains why the company hasn't released a PR about this new financing as it isn't the final solution. What's missing is the RS happening.

"Reasons for the Reverse Stock Split:

The Board recommends that the stockholders approve the Reverse Stock Split for the following reasons:

As an initial matter, the Board believes that the Reverse Stock Split could improve the marketability and liquidity of our Common Stock by increasing the market price of the Common Stock. Additionally, the Board believes that a reverse stock split could facilitate the listing of our common stock on a U.S. national securities exchange such as The NASDAQ Stock Market. In addition to initially creating a higher price per share, we also believe that the Reverse Stock Split will make our Common Stock more attractive to a broader range of institutional investors, professional investors and other members of the investing public, many of whom have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of Common Stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

Reducing the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our Common Stock. However, other factors, such as our financial results, market conditions and the market perception of our business (including the market’s perception of and reaction to a proposal for or the implementation of a reverse stock split) may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Reverse Stock Split, if completed at a ratio that will reduce the number of shares outstanding, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Stock Split or that the market price of our Common Stock will not decrease in the future."

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