I just received this disclosure from TD this morning. It could be that I got this because now since I haven't been holding shares for very long, and that this is old news. Is this dilution?
AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION
The Board and the Majority Stockholders have approved an amendment to: (i) increase our authorized
capitalization from 150,000,000 shares of our common stock, par value $0.001 per share, and 50,000,000 shares of
our blank check preferred stock, par value $0.001 per share, to 500,000,000 shares of our common stock, par value
$0.001 per share, and 50,000,000 shares of our blank check preferred stock, par value $0.001 per share; and (ii) provide
that no amendment to the Bylaws that contradicts Article II, Section 14 of the Bylaws (providing that the Acquisition
of Controlling Interest Statute (Nevada Revised Statutes §78.378 through §78.3793, inclusive, does not apply to
purchases of a “controlling interest” (as defined in the Acquisition of Controlling Interest Statute)) shall be
implemented solely on the basis of a vote of a majority of the entire Board. Pursuant to Rule 14c-2 under the Exchange
Act, the actions will not be effective, and the Certificate will not be filed, until twenty (20) days after the date this
Information Statement is filed with the Securities and Exchange Commission (the “SEC”) and a copy thereof is mailed
to each of the Company’s stockholders. It is presently contemplated that such filing will be made on or about March
16, 2021.
The Authorized Capital Increase
The purpose of the authorized capital increase is to increase the number of shares of our common stock
available in order to have sufficient shares of our common stock to (i) allow for the full exercise or conversion of
outstanding stock options, warrants, preferred stock and convertible notes and to satisfy any related reserve
requirements, (ii) to ensure sufficient shares of our common stock are available to allow the Company to pursue
strategic financing and/or acquisition transactions, and (iii) provide for such other corporate purposes as the Board
determines in its discretion including the Company’s plan to uplist to the Nasdaq or NYSE American stock exchange.
Except as we may be required to do so upon exercise or conversion of outstanding stock options, warrants,
preferred stock and convertible notes, we currently have no other plans, proposals or arrangements, written or
otherwise, to issue any of the additional authorized shares of common stock resulting from the authorized capital
increase.
To the extent that additional authorized shares of our common stock are issued in the future, they will
decrease our existing stockholders’ percentage equity ownership and, depending upon the price at which they are
issued, could be dilutive to our existing stockholders. Through their ownership of shares of our Series F Super Voting
Preferred Stock, Arthur L. Smith, our Chief Executive Officer and a member of the Board, Antonio Estrada, our Chief
Financial Officer, and Craig Clement, a member of the Board, have the ability to control the vote on all matters
submitted to a vote of our stockholders. Such control of our Company may adversely affect the price of our common
stock.
AI
