Item 5.03. Amendments to Articles of Incorporation or Bylaws; Reverse Stock Split.
On May 16, 2016, Board of Directors of the Company together with the holders of the Company’s Series A voting preferred stock, representing a majority of the outstanding voting capital stock of the Company, approved the filing of amended and restated articles of incorporation of the Company with the Secretary of State of Nevada. Among other things, the amended and restated articles of incorporation contemplates: (a) a one-for-10 reverse split of the authorized capital stock of the Corporation to reduce the number of authorized shares of capital stock of the Corporation from 2,170,000,000 shares of capital stock to 217,000,000 authorized shares of capital stock, and (b) a one-for-100 reverse split of the issued and outstanding shares of Common Stock of the Corporation to combine the outstanding shares of Common Stock into a lesser number of shares of Common Stock of the Corporation (collectively, the “ Reverse Stock Splits ”). There shall be no change in the 10,000,000 shares of preferred stock authorized by the Articles of Incorporation or in the 1,000,000 issued and outstanding shares of Series A Preferred Stock.
As a result of such Reverse Stock Splits, (i) the 2,170,000,000 authorized shares of capital stock of the Corporation shall be reduced to 217,000,000 shares of authorized capital stock of the Corporation, whereby each ten (10) full shares of authorized capital stock of the Corporation shall become one (1) authorized share of authorized capital stock of the Corporation, and (ii) each one hundred (100) full shares of issued and outstanding Common Stock as at the effective date of the Reverse Stock Splits shall become one (1) share of Common Stock. All shares of Common Stock reserved for issuance upon the conversion of any convertible securities or upon the exercise of any options or warrants issued by the Corporation and outstanding as at the effective date of the Reverse Stock Splits shall similarly be reduced to one full share of Common Stock for each one hundred (100) shares of Common Stock reserved for issuance.
The Reverse Stock Splits shall become on a date which shall be the last to occur of (a) the latest date that a corporate action in respect of the reverse stock splits referred to in Item 5.03 below can be taken following the mailing of a Form 14C Information Statement to the stockholders of the Corporation, or (b) approval of such reverse stock splits by the Financial Industry Regulatory Authority (“FINRA”).
The foregoing summary of certain terms of the amended articles of incorporation and the summary of the rights, privileges and designations of the Company Series A Preferred Stock and Company Series B Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by, a copy of the Amended Articles of Incorporation is filed as Exhibit 10.2 to this report and incorporated herein by reference.
