Increase in Authorized Common Stock
Our Articles of Incorporation currently authorize us to issue a maximum of 500,000,000 shares of Common Stock, par value $0.001 per share.
The Majority Stockholder, on November 20, 2020, authorized the adoption of the Amended and Restated Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 500,000,000 to 800,000,000.
The Majority Stockholder also believes that it is advisable and in the best interests of the Company and its stockholders to effect the increase in authorized shares of common stock in order to provide additional shares that could be issued for raising of additional equity capital or other financing activities, stock dividends or the exercise of stock options and warrants and to provide additional shares that could be issued in an acquisition or other form of business combination and to better position the Company for future trading should a transaction be entered into and completed. The future issuance of additional shares of Common Stock on other than a pro rata basis to existing stockholders will dilute the ownership of the current stockholders, as well as their proportionate voting rights.
The terms of the additional shares of common stock will be identical to those of the currently outstanding shares of common stock. However, because holders of common stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of common stock will reduce the current Stockholders’ percentage ownership interest in the total outstanding shares of common stock. This common stock increase and the creation of additional shares of authorized common stock will not alter the current number of issued shares. The relative rights and limitations of the shares of common stock will remain unchanged under the proposed Second Amended and Restated Articles of Incorporation.
