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Re: None

Tuesday, 12/08/2020 4:40:37 PM

Tuesday, December 08, 2020 4:40:37 PM

Post# of 80868
10m more shares of dilution!!!! just waiting to be converted.....

This can will likely occur every six months to dilute WW and Wynnefield as Ryan was very nearly voted out last shareholder meeting vote. Not good for shareholders (see red below)

Item 3. Source and Amount of Funds or Other Consideration.



On November 29, 2020, the Issuer issued to the Reporting Person a convertible secured promissory note, in the original principal amount of $2,871,967 (subject to adjustment as provided in such note) (the “Note”). The Note bears interest at the rate of 12% per annum. Interest payments are due on the last day of each quarter. At the Issuer’s option (as determined by its independent directors), the Issuer may repay up to one sixth of any interest payment by either adding such amount to the principal amount of the Note or by converting such interest amount into an equivalent amount of Common Stock. Any interest not paid when due shall be capitalized and added to the principal amount of the Note and bear interest on the applicable interest payment date along with all other unpaid principal, capitalized interest, and other capitalized obligations.



Both the principal and the interest under the Note are due on July 1, 2021, unless converted earlier.



Mr. Drexler may convert the outstanding principal and accrued interest into shares of Common Stock at a conversion price of $0.23 per share at any time. The Issuer may prepay the Note by giving Mr. Drexler between 15 and 60 days’ notice depending upon the specific circumstances, subject to Mr. Drexler’s conversion right.



Item 5. Interest in Securities of the Issuer.



(a) The Reporting Person beneficially owns 31,002,836 shares of Common Stock, representing approximately 68% of the Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Reporting Person is based upon 45,754,214 shares outstanding as of November 29, 2020, as reported by the Issuer to the Reporting Person.



CUSIP No. 627335201 13D/A


The Reporting Person is President, Chief Executive Officer and Executive Chairman of the Board of Directors of the Issuer. In these capacities the Reporting Person takes, and will continue to take, an active role in the Issuer’s management and strategic direction. In addition, in connection with his employment with the Issuer, the Reporting Person may be entitled to cash and other non-equity compensation in connection with a sale of the Issuer or other transaction of the nature described below.



Other than as described above, the Reporting Person does not have any current plans or proposals, but may in the future propose one or more actions, which would result in any of the following:



(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) any change in the present Issuer’s board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) one or more changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions to the extent they may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;