Dear Shareholder:
We are writing to inform you that on September 16, 2019, shareholders holding a majority of shares of our voting stock, comprised of 38,101,454 shares of our common stock, par value $0.001 per share, (“Common Stock”) and 4,526,000 shares of our Series C Preferred Stock, par value $0.001 per share, (“Preferred Stock”), with each share of Preferred Stock entitled to one (1) vote and to be voted with the holders of Common Stock as a single class on all matters submitted for a vote of holders of Common Stock, executed a written consent in lieu of a shareholder meeting authorizing the Company to take the following corporate action:
i. Authorize (but not require) the Board of Directors of the Company (the “Board”) to effectuate a reverse split (the “Reverse Split”) of the Company’s Common Stock, by a ratio of not less than one (1) for five (5) and not more than one (1) for twenty (20) (the “Range”), with the exact ratio to be set at a whole number within the Range as determined by the Board in its sole discretion; and;
On September 16, 2019, our Board of Directors (the “Board”) approved the Reverse Split and set the ratio at one (1) for twenty (20) (the “Ratio”). This action is more fully described in the accompanying Information Statement. The Written Consent was taken pursuant to Section 228 of the General Corporation Laws of Delaware, our Certificate of Incorporation and our bylaws, each of which permits that any action which may be taken at a meeting of the shareholders may also be taken by the written consent of the holders of the number of Common Stock required to approve the action at a meeting.
This Information Statement is being furnished to all shareholders of the Company pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, solely for the purpose of informing shareholders of the Reverse Split before it takes effect. In accordance with Exchange Act Rule 14c-2, the Reverse Split will become effective no sooner than twenty (20) calendar days following the mailing of this Information Statement.
By Order of the Board of Directors
/s/ Shai Lustgarten
Shai Lustgarten
Chief Executive Officer
