Friday, August 25, 2017 12:54:26 PM
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an amendment to the Company’s Certificate of Incorporation (the “ Certificate of Amendment ”) to: (i) approve a reverse stock split of the Company’s outstanding common stock at a ratio of 1-for-100; and (ii) decrease the Company’s authorized common stock from 2,000,000,000 shares, par value $0.00001 to 800,000,000 shares, par value $0.00001.
Our Board of Directors approved the Certificate of Amendment on August 21, 2017 (the Certificate of Amendment is referred to herein as the “ Amendment ”) and approved close of markets on August 21, 2017 as the record date for determining shareholders eligible to vote to approve the Amendment (the “ Voting Record Date ”). The Amendment was subsequently approved, by written consent, by stockholders holding a majority of our outstanding voting stock (common stock) on the Voting Record Date (the “ Written Consent ”). Copies of the substantive text of the Certificate of Amendment is attached to this Information Statement as Exhibit A .
The Amendment will not become effective until 20 calendar days after the enclosed Information Statement is first mailed or otherwise delivered to our stockholders as of the Mailing Record Date. The Certificate of Amendment will only become effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State, which filing will occur no less than 20 days after the date of the mailing of this Information Statement to our stockholders. Copies of this Information Statement are first being sent on or about September 6, 2017 to the holders of record on September 5, 2017 of the outstanding shares of the Company’s Common Stock.
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