As previously described in its Information Statement that has been mailed to the Company’ stockholders, the Board of Directors and stockholders of the Company have approved a proposal to amend the Company’s Certificate of Incorporation, as amended, to effect a reverse split of all of the outstanding shares of common stock, at a specific ratio from 1-for-2,000 to 1-for-10,000, and to grant authorization to the Board of Directors to determine, in its discretion, the specific ratio and timing of the reverse split any time before December 31, 2022, subject to the Board of Directors’ discretion to abandon such amendment. The Purchase Agreement provides that the first closing will occur on the date that the reverse split becomes effective. At the first closing, the Company will issue 1,100 shares of Series P Preferred Stock and receive proceeds of $1,000,000. The second closing will occur on March 1, 2022, provided that the first closing has occurred prior to that date. If the second closing occurs, the Company will issue 550 shares of Series P Preferred Stock and receive proceeds of $500,000. Both closings are subject to the Company’s satisfaction of certain additional conditions. There can be no guarantee that either closing will take place. In addition, the Purchase Agreement restricts the Company’s use of any proceeds of issuances of the Series P Preferred Stock.
As a result of conversions of shares of the Company’s preferred stock, the Company currently has 44,272,000,000 shares of common stock issued and outstanding. The Company is currently authorized to issue 50,000,000,000 shares of common stock. As also described in the Company’s Information Statement, the Board of Directors and the stockholders of the Company have approved a proposal to amend the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 50,000,000,000 to 250,000,000,000. Until the effectiveness of a reverse split and/or an increase in the authorized shares, the Company is limited in its ability to issue additional shares of common stock.
