Coretec Group Inc (CRTG)

[iamthe walrus]

From the 3Dicon 14 C ,a mutiple paged explaination of the changes we all recieved one in the mail to shareholders of 3Dicon on March 20 , 2017 and it outlined these corporate changes to take effect 1) Name change from 3Dicon to "The Coretec Group 2) Symbol change from TDCP to a symbol that would fit name , they choose CRTG 3) Reverse Split 4 ) Cuspid change . ( #1 and #2 happened after a 20 day period from the mailing date March 17 2016 )

Important time lines 1) May 31, 2016 > Press release announcement that 3Dicon and Coretec LLC would merge and do a share exchange agreement 2) October 6, 2016 Share exchange agreement CLOSES . 3) March 20th , 2017 14 C mailed to shareholders about corporate changes 4 ) JUNE 29th , 2017 Reverse Split 300/1 became effective . ( This date is not in this document i printed off the announcement that was sent from then CEO Micheal Kraft in a news release )

This supports the ideas that there may not be a Reverse Split because these reasons for the R/S with the early Coretec Groups situation is totally different today with Core Optics on board and CRTG must farther down the road technology wise ..these would not be reasons for the new company to do a R/S ..

NOTE It took 4 months and 6 days for The Share exchange agreement to Close once the merger was announced

It was 13 months from the time of the share exchange agreement was announced till the company did the reverse split of 300/1 share exchange announcement was May 31 2016 ... June 29 2017 was the R/S 300/1

14 C March 17 2017 https://capedge.com/filing/1375195/0001144204-17-015481/CRTG-DEF14C

Taken from 14 C Purpose for the Reverse Stock Split

The Board has the sole discretion to implement the Reverse Stock Split within a range of between 1-for-50 and up to 1-for-300. The Board believes that approval of a range of ratios (as opposed to approval of a specified ratio) provides the Board with maximum flexibility to achieve the purposes of the Reverse Stock Split and, therefore, is in the best interests of the Company and its stockholders.

The Board believes that the Reverse Stock Split will cause the per share market price of our Common Stock to increase and such resulting increase in the per share price of our Common Stock could encourage increased investor interest in our Common Stock and promote greater confidence amongst our investors. A greater price per share of our Common Stock could allow a broader range of institutions to invest in our Common Stock (namely, funds that are prohibited or discouraged from buying stocks with a price below a certain threshold), potentially increasing marketability, trading volume and liquidity of our Common Stock. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks.

The Board believes that the Reverse Stock Split will provide the Board with flexibility to make our Common Stock a more attractive investment for these institutional investors, which we believe will enhance the liquidity for the holders of our Common Stock and may facilitate future sales of our Common Stock. The Reverse Stock Split could also increase interest in our Common Stock for analysts and brokers who may otherwise have policies that discourage or prohibit them in following or recommending companies with low stock prices. Additionally, because brokers’ commissions on transactions in low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on October 6, 2016, the Company entered into and closed a Share Exchange Agreement dated May 31, 2016 (the “Share Exchange Agreement”) by and between the Company and Coretec Industries, LLC, a North Carolina limited liability company (“Coretec”), pursuant to which the Company agreed to effect a corporate action that has the effect of allowing the Company to issue all Common Stock into which the Series B Preferred issued in connection with the Share Exchange Agreement may be converted (the “Capitalization Obligation”). As the Board believed, at the time of the closing of the Share Exchange Agreement and continues to believe, that the Company’s combination with Coretec provides significant opportunities to increase shareholder value, the Board believes that the Reverse Stock Split is in the best interest of the Company because the Reverse Stock Split will satisfy the Capitalization Obligation.