Kraig Biocraft Laboratories Inc (KBLB)

[DimesForShares]

You are forgetting the State of Wyoming.

Money4Nothing wrote: "I believe that removing the part about the shareholders and just saying that it was approved by the BOD would get the job done." That is not correct.

KBLB has to follow SEC rules and regulations. Uplisting requires they satisfy NAQSDAQ requirements. But there is a third entity that KBLB has to be mindful of: The State of Wyoming.

The filing on 7/8/2020 that Thompson filed to perform the reverse split. Notice that, on Page 2, Thonpson checked a box that indicates the approval of this amendment (to perform the reverse split) was done by the board of directors adopting the amendment with shareholder approval.

The amendment that shareholders approved to permit a reverse split had the explicit termination date of July 23. Here is the precise language:

To approve a reverse stock split of our issued and outstanding Class A Stock by a ratio of not less than one-for-ten and not more than one-for-forty (the “Reverse Split”) at any time prior to July 23, 2020, with the exact ratios to be set at a whole number within this range, as determined by our board of directors in its sole discretionand approve and adopt the Articles of Amendment to affect same (the “Reverse Split Proposal”);

Thompson must secure a new shareholder approval for a reverse split, since the prior approval expired. If not, he could be sued in Wyoming for violating their regulations on corporate governance. Thompson is not that careless or stupid.

As I have mentioned, this does not require a shareholder meeting. He can conduct a vote by putting the motion forward to investors, providing a means for shareholders to submit their vote, and tabulating the results. Thompson can dictate the outcome of this vote, as he has a majority holding in KBLB (of voting rights, if not actual shares).

Before a reverse split happens, KBLB must call for a shareholder vote.. Nothing that appears in the S-1 can change that necessity. Shareholders will, at the very least, have an indication of a reverse split through this approval process, before it can happen.