On April 4, 2017, our Board approved the adoption of the Certificate of Amendment to our Amended andRestated Certificate of Incorporation, which authorizes an increase in the number of authorized shares of CommonStock from 1,650,000,000 shares of Common Stock to 2,250,000,000 shares of common stock, and the Company with the written unanimous consent of the Majority Shareholder and Unanimous Written Consent in of the Board of Directors filed with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of Common Stock by 600,000,000 shares of Common Stock. No further action of ourstockholders is required to approve the adoption of the Certificate of Amendment. You are hereby being provided withnotice of the approval of such amendment by less than unanimous written consent of our stockholders. The filed Certificate of Amendment is attached as Exhibit A hereto.
Promptly after the 20th day after the date this Information Statement has been sent to stockholders, we intend to take allother required actions to complete the adoption of the Certificate of Amendment consistent with the foregoing.
We are currently authorized by our Amended and Restated Certificate of Incorporation to issue 2,250,000,000 shares of Common Stock, as of the Record Date.
The additional shares of Common Stock authorized under the Certificate of Amendment have rights identical tothe currently outstanding Common Stock of the Company. Except as otherwise required by law or expresslyprovided in our Amended and Restated Certificate of Incorporation, a holder of Common Stock shall not beentitled to vote on any matter submitted to a vote of our stockholders except that (i) a holder of Common Stock shallbe entitled to one vote per share and shall be entitled to vote as a separate class on any amendment, alteration, change orrepeal of any provision of our Certificate of Incorporation that adversely affects the powers, preferences or special rights ofthe Common Stock in a manner different from the powers, preferences or special rights of the Common Stockand (ii) a holder of Common Stock shall be entitled to one vote per share, voting together with the holders ofCommon Stock as a single class, on certain non-ordinary course transactions to the extent that such transaction is submittedto a vote of the holders of Common Stock. The holders of our Common Stock are entitled to receive dividends when, as, and if declared by our Board out of funds legally available therefore.
Considerations Relating to the Increase in Common Stock Authorized Shares
The purpose and effect of the latest Certificate of Amendment is to increase the number of authorized shares of CommonStock. The Board believes that it is in the best interests of the Company for the number ofauthorized shares of the Company’s Common Stock so as to accommodate any conversion of shares of Common Stock at any time and from time to time, to issue the Company Common Stock in exchange for the Company’s senior debt and for Company expansion purposes including capital equity and debt funding. Specifically, increasing the number of authorized shares of Common Stock provides the Company with the appropriate flexibility to pursue finance and corporate opportunitiesinvolving our Common Stock, which may include private or public offerings of our equity securities, or to issue stockdividends. There are no specific agreements in principle related directly to the increase of authorized shares.
The disadvantages include dilution to existing Shareholders, including a decrease in our net income per share in future periods. This could cause the market price of our Common Stock to decline.
The shares of Common Stock will be available for issuance by the Board for propercorporate purposes as described herein from time to time. The issuance of additional shares of common stock in the future would have the effect of diluting earnings per share, votingpower and common shareholdings of stockholders and could cause a reduction in the market price of our common stock.
