On August 31, 2022, our Board of Directors (the “Board”) and stockholders holding a majority of our outstanding voting shares, authorized a reverse stock split of each of the outstanding shares of the Company’s common stock, $0.0001 par value per share (the “Reverse Stock Split”), at a ratio to be determined by the Board of within a range of a minimum of a one-for-fifteen (1-for-15) to a maximum of one-for-twenty-five (1-for-25) (the “Reverse Stock Split Ratio”), with the exact ratio to be set at a number within this range as determined by the Board in its sole discretion, with no change in par value. Unless otherwise noted and other than in our financial statements and the notes thereto, the share and per share information in this prospectus reflects a proposed 1-20 Reverse Stock Split Ratio with the Reverse Stock Split expected to occur immediately following the effectiveness of the registration statement of which this prospectus forms a part and prior to the completion of this offering.
We have applied to list our common stock on the NYSE American under the symbol “CTM”. If our listing application is not approved, we will not proceed with the offering. Our common stock is currently quoted on the OTC Pink Marketplace operated by OTC Markets Group Inc. under the trading symbol “ONOV”. On September 1, 2022, the last reported sale price for our common stock on the OTC Pink was $0.254 ($5.08 giving effect to an assumed reverse stock split of 1-for-20).
After this offering, the officers and directors of the Company will control 52.4% of the voting power of the Company, and 51.9% of the voting power of the Company if the overallotment is fully exercised. This 52.4% will consist of the officers and directors owning 53.4 % of the common stock (equal to 52.4% of the Company’s voting power) and 42% of the Series C preferred stock (equal to approximately 1% of the Company’s voting power). The holders of the Series A preferred stock are entitled to 0.1 of a vote per share and the holders of the Series C preferred stock are entitled to 0.625 votes per share.
We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements. We do not intend to utilize the controlled company exemptions to the NYSE American corporate governance listing standards.
