“SEC Form S-1 is also known as the registration statement under The Securities Act of 1933 and a registration is required before a security can be offered on a public exchange like the NYSE, NASDAQ or AMEX exchanges. “
Basically, ITOX (Cliff and Karen) sold 100,000,000 shares to GHS at a below market price (90% of volume weighted average over a 10 day period of time).
GHS then has the right to resell the shares and retain all the proceeds. ITOX does not share in the resale of these shares.
All this does is provide ITOX with the sale of 100 M shares at a discounted price (so as to help pay Cliff’s and Karen’s salaries) and further dilute the outstanding shares by about 35%.