They made sure their stock won't be in the reveres split.
Prior to completion of this offering, we will complete a reverse split of our common stock, in a ratio to be determined by our board of directors. The purpose of the reverse stock split is to meet Nasdaq’s minimum stock price requirement. All share numbers in this registration statement will be adjusted to give effect to this reverse split, except in the financial statements or as otherwise indicated.
Lock-ups We and our directors and executive officers, will agree with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 180 days after the date of this prospectus. See “Underwriting.”
(1)
Based on shares of common stock outstanding on September 8, 2021 (unadjusted with respect to our contemplated future reverse split) and excludes:
· shares of common stock issuable upon conversion of a convertible note in the principal amount of $330,000 at a conversion price equal to the lower of $0.30 or a 35% discount to the market price;
· 9,114,049 shares of common stock issuable upon convertible notes in the aggregate outstanding principal amount of $3,204,215, at an average fixed conversion price of $0.35;
· shares of common stock issuable upon exercise of warrants that will be issued to investors in this offering; and
· 1,000,000 outstanding shares of Series B Preferred Stock, which are not convertible into common stock
(2) Based on assumed public offering price of $ per share.
Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase up to additional shares of common stock to cover over-allotments, if any.
