As a result of the Reverse Split, the aggregate number of issued shares of our Common Stock as of the Record Date will be reduced from 16,299,937 shares to approximately 325,999 shares. In addition, the Reverse Split may increase the number of stockholders who own odd lots (less than 100 shares). Stockholders who hold odd lots typically may experience an increase in the cost of selling their shares and may have greater difficulty in effecting sales.
but yet...
Proposed Issuances
Before or shortly after the effective date of the Reverse Split, the Company expects to conduct a private placement (the “Private Placement”) of up to 33,333,333 units, with each unit consisting of one share of Common Stock and one Common Stock purchase warrant at an offering price of $0.06 per unit (on a pre-Reverse Split basis) to accredited investors only to raise working capital for the Company. Each warrant will entitle the warrant holder to purchase one share of Common Stock at an exercise price of $0.10 per share.
Additionally, concurrently with the Private Placement, the Company plans to issue approximately 30,000,000 shares of Common Stock (on a pre-Reverse Split basis) to convert an aggregate amount of approximately $3 million in principal and interest due under the Company’s junior bridge notes, senior bridge notes, convertible promissory notes, and certain accounts payable at a conversion price of $0.10 per share (the “Debt Conversion”).
The Common Stock to be issued in the Private Placement and the Debt Conversion will not be or have been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The descriptions of the Private Placement and Debt Conversion contained herein do not constitute an offer to sell the Company’s securities and are not a solicitation for an offer to purchase the Company’s securities. The Reverse Split is being effected, in part, to complete the Private Placement and the Debt Conversion.
The above descriptions are based upon the anticipated structure of the Private Placement and Debt Conversion. It is possible that the terms of the Private Placement or Debt Conversion and any Common Stock issued thereunder could change in a material manner. Additionally, no assurance can be given that the Private Placement or Debt Conversion will be consummated, or if they are, the timing thereof.
Other than the Private Placement and the Debt Conversion, we do not presently have any specific plans to issue any shares of our Common Stock after implementing the Reverse Split.
yah insider enrichment looks like to me..f any commoners pfff
