Doesn't need to be right away. You could wait and issue preferred/restricted shares to the incoming owners/investors in Sleep-X. You only may need R/S if you want to uplist later to access more capital in NASDQ. That's not an immediate need here...they are not planning to uplist immediately here as far as I've heard/read...why screw your existing stockholders upfront and destroy your credibility in the process as a CEO?