show where r/s monday please
Upon effectiveness of the Reverse Stock Split, (i) the number of shares of Common Stock issued and outstanding immediately prior thereto will be reduced from
approximately 930,010,384 shares (assuming this number of shares, outstanding and issuable as of March 1, 2017, are outstanding immediately prior thereto) to no
less than 1,860,021 shares of Common Stock (assuming a reverse split ratio of 1:500), and (ii) proportionate adjustments will be made to the per-share exercise
price and the number of shares covered by outstanding options and warrants, if any, to buy Common Stock, so that the total prices required to be paid to fully
exercise each option and warrant before and after the Reverse Stock Split will be approximately equal. Except for adjustments that may result from the treatment of
fractional shares, which will be rounded up to the nearest whole number, each shareholder will beneficially hold the same percentage of Common Stock
immediately following the Reverse Stock Split as such shareholder held immediately prior to the Reverse Stock Split.
The Reverse Stock Split will have the result of creating newly authorized shares of common stock. This increase in the authorized number of shares of common
stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued common stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in
one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Management use of additional shares to
resist or frustrate a third-party transaction favored by a majority of the independent stockholders would likely result in an above-market premium being paid in that
transaction. Any such issuance of the additional shares of common stock would likely have the effect of diluting the earnings per share and book value per share of
outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain cooutstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of
the Company. The Board is notaware of any attempt to take control of the Company and has not presented this proposal with the intention that the Reverse Stock Split be used as a type of
antitakeover device. Any additional common stock, when issued, would have the same rights and preferences as the shares of common stock presently outstanding.
Any additional common stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital,
conversion of Company debt into equity, stock options, or other corporate purposes. The Company has no other plans for the use of any additional shares of
common stock. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by
applicable law or regulations.
The following table summarizes the effects of the Reverse Stock Split upon the Company’s outstanding common stock, assuming that (i) there are 850,010,384
shares of Common Stock outstanding immediately prior to the Reverse Stock Split, (ii) that the Board executes a reverse stock split ratio of 1:100, 1:250, and1:500, and (iii) the Authorized Increase contemplated by this Information Statement is not executed.
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