XNRGI Inc fka NPWZ

[oscar89]

Dear Stockholder:

During the course of the calendar year 2018, the Company’s Board of Directors adopted a restructure plan that it has implemented in phases. In connection with this restructure plan, the Board of Directors declared a reverse stock split of the common stock (the “Reverse Stock Split”) of XNRGI, Inc., formerly, Neah Power Systems, Inc. (the “Company”) which was effective on November 8, 2018. (the “Reverse Split Date”). Forty-five days from the date of this communication is March 30, 2019 and is referred to as the Effective Date in this communication. Pursuant to the Reverse Stock Split, each two million (2,000,000) shares of the Company’s issued and outstanding common stock was reversed to one (1) post-split common share, immediately followed by an exchange of one (1) post-split common share for five hundred (500) shares of the Company’s new Class A Common Stock (the “Exchange”) on a prorated basis.

Shareholders with less than 2,000,000 pre-split Common Shares

For holders of less than 2,000,000 pre-split shares of common stock, the Company will pay their fair market value (FMV), determined by the Board of Directors, relying upon market information and the opinion of a third party valuation advisor, and has been set at $0.00045 per pre-split common share (the “FMV”). We refer to all common shares in amounts held by shareholders of less than 2,000,000 pre-splits common shares and for which the Company shall pay shareholders their FMV as “Fractional Shares”. Corporate Stock Transfer shall serve as the Company’s Payment Agent for payments to shareholders for their pre-split common shares resulting from the Reverse Stock Split. Stockholders should be aware that, under the escheat laws of various jurisdictions, sums due for Fractional Shares that are not timely claimed before the Effective Date may be required to be paid to the designated agent for each such jurisdiction. Accordingly, the Company has instructed Corporate Stock Transfer, the Exchange Agent, that unless it has received a shareholder’s certificate on or before the Effective Date, or by March 30th, 2019, shareholders will forfeit any Company payment for their Fractional Shares.

Each certificate representing pre-split shares of Company’s common stock must be returned to Corporate Stock Transfer, our Exchange Agent, on or before March 30, 2019, in order to receive payment for Fractional Shares. Shareholders should complete, date, sign and return the enclosed Letter of Transmittal to Corporate Stock Transfer to the address listed on the enclosed Letter of Transmittal, along with all of your certificates representing pre-split shares of Company common stock. We suggest that you mail the shares in a traceable manner (e.g. registered mail, overnight courier, etc.). Any person holding more than one certificate representing pre-split shares of Company common stock must surrender all such certificates registered in such person’s name in order to receive payment for fractional interests.

Shareholders with 2,000,000 or more pre-split Common Shares

For holders of 2,000,000 or more pre-split common shares, the Company shall exchange one (1) Class A Common Share for each block of 4,000 pre-split common shares (2,000,000 pre-split common shares = 500 Class A Common Shares) with the Company paying the FMV for shares of the pre-split common shares that are less than a block of 4000 common shares which we refer to as “Fractional Shares”. For example, a holder of 4,004,300 pre-split common shares shall receive 1,001 Class A Common Shares in exchange for 4,004,000 pre-split common shares (4,004,000 pre-split common shares ÷ 4,000 = 1001 Class A Common Shares) with the remaining 300 presplit shares or Fractional Shares being purchased for their FMV. As a result of the Reverse Stock Split and Exchange, holders of certificates representing pre-split Company common shares have the right to receive, upon surrender of their certificates representing such pre- split shares of Company common stock, new certificates representing the Company’s new Class A Common Shares.

Corporate Stock Transfer, the Company’s Exchange Agent, is charged with receiving all of the certificates




representing pre-split common shares and issuing new certificates representing the Company’s new Class A Common Shares. In addition, Corporate Stock Transfer shall serve as the Company’s Payment Agent for payments to shareholders for their Fractional Shares resulting from the Reverse Stock Split and Exchange. Stockholders should be aware that, under the escheat laws of various jurisdictions, sums due for Fractional Shares that are not timely claimed on or before the Effective Date may be required to be paid to the designated agent for each such jurisdiction. Accordingly, the Company has instructed Corporate Stock Transfer, the Exchange Agent, that unless it has received a shareholder’s certificate within the 45-day period , or by March 30, 2019, the Effective Date, shareholders will forfeit any Company payment for their Fractional Shares.

Each certificate representing pre-split shares of Company’s common stock must be returned to Corporate Stock Transfer, our Exchange Agent, on or before March 30, 2019, the Effective Date, in order to receive payment for Fractional Shares as well as to exchange to the Class A shares. Shareholders should complete, date, sign and return the enclosed Letter of Transmittal to Corporate Stock Transfer to the address listed on the enclosed Letter of Transmittal, along with all of your certificates representing pre-split shares of Company common stock. We suggest that you mail the shares in a traceable manner (e.g. registered mail, overnight courier, etc.). Any person holding more than one certificate representing pre-split shares of Company common stock must surrender all such certificates registered in such person’s name in order to receive payment for fractional interests and/or a new certificate representing the number of shares of Class A Common Shares to which such person is entitled.

Note to all Shareholders

The Board of Directors Reverse Stock Split and Exchange actions were approved by shareholders as part of the Company’s restructure plan. The primary purpose of the restructure plan was to restructure the Company’s capitalization, avoid bankruptcy or liquidation and to induce new investors to participate in the funding of the Company. While the Company can provide no assurances that its restructure plan will succeed, the Board of Directors believes that its adoption and implementation is in the best interests of its shareholders and the Company. If you have lost your stock certificate, the attached Letter of Transmittal sets forth the instructions to follow in order for you to receive a new stock certificate or receive payment for fractional shares.

Only upon receipt of your properly completed Letter of Transmittal and your certificate(s) representing pre-split shares of Company common stock will Corporate Stock Transfer forward you your new certificates and/or payment. Please read and follow all instructions on the enclosed Letter of Transmittal, and direct any questions you might have to Corporate Stock Transfer at [phone] or [phone].

By Order of the Board of Directors


____________________________ Gerard D’Couto, President