Pretty soon. right in the 1st paragraph.
1 share series D ( $1,000 each)preferred convertible to 66,666,666 common shares 1.5 cents
Reasons for the Amendment
On May 8, 2017, we entered into a private placement transaction and executed a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale to the Purchasers of an aggregate of 1,000 shares of our Series D Convertible Preferred Stock (the “Series D Preferred Shares”) for gross proceeds to the Company of $1,000,000. Each Series D Preferred Share is initially convertible into approximately 66,666.666 shares of our Common Stock for an aggregate total of 66,666,666 shares of our Common Stock (the “Conversion Shares”) at an initial conversion price of $0.015 per share of Common Stock. The funds will be applied to our operating expenses.
As a result of entering into the Securities Purchase Agreement, the conversion price of our Series C Convertible Preferred Stock (the “Series C Preferred Shares”) was automatically reset, resulting in 133,848,213 shares of additional Common Stock needed to address an increase in the number of shares required for issuance upon conversion of the Series C Preferred Stock. However, only 85,425,015 of the unissued authorized shares are available, which means up to an additional 48,423,198 shares of Common Stock of the Company are not yet available for issuance upon conversion of the Series C Preferred Stock and may not be issued until sufficient authorized shares are available. The Purchasers who now hold Series C Preferred Stock, warrants, and who now hold Series D Preferred Stock, have agreed that they will forbear conversion of preferred stock (or exercise of warrants for) the last 48,423,198 shares of Common Stock they are entitled to receive or acquire until sufficient shares of Common Stock are authorized and available to be issued. Upon approval of this Proposal, up to 48,423,198 shares of Common Stock shall automatically be reserved for issuance upon conversion of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, or the warrants currently held by the Purchasers.
