makes you wonder
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On August 28, 2018, the Board approved and submitted for the approval of our stockholders an amendment to our Amended Certificate of Incorporation (“Certificate of Amendment”), to increase the number of authorized shares of our common stock, par value $0.001 per share, from 400,000,000 to 4,000,000,000 (the “Authorized Share Increase”).
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Also on August 28, 2018, the Voting Stockholders approved the Authorized Share Increase by written consent in lieu of a meeting, in accordance with Section 228 of the Delaware General Corporation Law (the “Written Consent”). Accordingly, your consent is not required and is not being solicited in connection with the approval of the Authorized Share Increase.
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The Authorized Share Increase will bring us into compliance with the share reserve requirements we are required to maintain pursuant to various securities purchase agreements we have entered into over the previous two years. This in turn should enable us to more easily engage in future financings and accomplish other corporate purposes as the Board determines in its discretion.
The Voting Stockholders consist of: (a) stockholders owning 83,959,597 shares of our issued and outstanding common stock, par value $0.001 per share (the “Common Stock”); (b) 500,000 shares of our issued and outstanding series A preferred stock, par value $0.01 per share (the “Series A Preferred Stock”); and (c) one share of our issued and outstanding series B preferred stock, par value $0.01 per share (the “Series B Preferred Stock”). The Authorized Share Increase was approved by written consent in lieu of a meeting on August 28, 2018, in accordance with the Delaware General Corporation Law (“DGCL”).
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Accordingly, neither your vote nor your consent is required and neither is being solicited in connection with the approval of the Authorized Share Increase. Dissenting stockholders do not have any statutory appraisal rights as a result of the actions taken. The Board does not intend to solicit any proxies or consents from any other stockholders in connection with the Authorized Share Increase. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely to advise stockholders of the action taken by written consent.
AI
