WISE WQLF SAYS; Please beware of the continuous Misinformation about the Proposed 2023 ESOP Plan to RESERVE shares and other issues spewed by the CW Distractors. The itsy itsy bitsy spider web stocking holder falsely stated that the 34 Million Stock Options would increase every year by 34 Million Shares. That is not True. It will increase annually by a maximum of 4 percent of the previous end of year’s outstanding shares.
“ Initially, 34,976,000 shares of the Company’s common stock will be authorized under the 2023 Plan. The number of shares of the Company’s common stock authorized for issuance under the 2023 Plan shall automatically increase on January 1 of each fiscal year (for a period of ten years after adoption of the 2023 Plan) during the term of the 2023 Plan, commencing on January 1, 2024, to the least of (a) four percent (4%) of the total number of shares of the Company's Common Stock outstanding on December 31st of the prior year, and (b) a lesser number of Common Stock determined by the Board.
Dr. Joong J Fang SAID ;
For instance, if the Outstanding Shares are 200 million at the end of Year 1. The Reserves will increase by 8 Million not 34 Million suggested by Cricket Man. If the shares are increased at an average of 8 million shares every year for the total of 10 years. That 8 million times 9 years equals 80 million. The 80 million plus the initial 34 million reserve equals 114 million shares. That is 12 million shares allowed by the 2023 Plan. That is why the agreement states up to 4 percent because the increase will have to less than 4 percent in order to stay under the 102 Aggregate shares allowed in the Plan.
“Notwithstanding the foregoing, and subject to the terms of the 2023 Plan, the aggregate maximum number of shares of common stock that may be issued as incentive stock options will equal to three multiplied by the Initial Reserve.”
“The Maximum Shares that can be issued is 102 Million. 3 times the initial reserve of 34 Million”
It was also falsely stated by the WOKE CW stocking holder that the Preferred Shareholders would be allowed to vote for the Stock Option Proposal. Below is the Agreement for Voting Rights on their preferred shares. There has not been an amendment to give them ANY voting rights for the upcoming proposal.
The Preferred Stock has no voting rights, except: •the right to vote, with the holders of Common Stock, as a single class, with each share of Preferred Stock entitled to 170,000 votes per share, on any resolution presented to stockholders for the purpose of obtaining approval of an amendment to the Certificate to increase the authorized number of shares of capital from 200,000,000 shares to 800,000,000, and the authorized number of shares of Common Stock from 190,000,000 shares to 790,000,000 shares;
•the right to vote, with the holders of Common Stock, as a single class, with each share of Preferred Stock entitled to 170,000 votes per share, on any resolution presented to stockholders for the purpose of obtaining approval of an amendment to the Certificate to effect, at the discretion of the Company's Board of Directors, a reverse stock split of all outstanding shares of the Company's common stock, par value $0.0001 per share, at a ratio of not less than 1-for-10 and not greater than 1-for-400, such ratio to be determined by the Company's Board of Directors at any time before May 30, 2025, without further approval or authorization of our stockholders; and
•otherwise, as long as any shares of Preferred Stock are outstanding, the holders of the Preferred Stock will be entitled to approve, by a majority vote of the then outstanding shares of Preferred Stock if the Company seeks to (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation governing the Preferred Stock, (b) amend its Certificate or other charter documents in any manner that adversely affects any rights of the holders of the Preferred Stock, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.“
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