Huge dilution after the merger
' In connection with the Merger Agreement, there will be a change of control. Prior to the Closing, the Registrant had 56,575,212 shares of Common Stock outstanding. Upon issuance of the Exchange shares following the Closing, the Registrant will have a total of 5,245,535,839 shares of common stock issued and outstanding. Upon issuance of the Exchange share, the Jupiter stockholders will own approximately 78% of the issued and outstanding shares of the Registrant’s common stock, the stockholders of the Registrant immediately prior to Closing (“Existing Stockholders”) will own approximately 12% of the shares of the Registrant’s issued and outstanding common stock.
Following the Closing, there remain 200,060,002 shares of Jupiter’s outstanding Convertible Preferred Stock that were not exchanged for the Registrant’s shares. The Merger Agreement made no provision for the exchange of the Jupiter shares of Convertible Preferred Stock. '