eom, just keep an eye out on NAWL. I used to own and know migraspray works, but the CD's coming due are going to raise the O/S exponentially!
"The Company's authorized Common Stock will be increased from 150,000,000 shares to 5,000,000,000 shares. This would authorize the Company, without further shareholder approval, to issue substantial additional stock, which, if issued, might result in substantial dilution of current shareholders. The Company needs to increase its authorized Common Stock for a variety of potential corporate purposes including, but not limited to: issuing equity in exchange for outstanding indebtedness; raising additional capital through the issuance of Common Stock for ongoing operations and future expansion, business and asset acquisitions, employee compensation and benefit programs and other corporate purposes. Additionally, the Company does not have enough authorized shares to fulfill its aggregate contractual obligations to the holders of its outstanding convertible securities should such holders decide to exercise their conversion rights (see "Outstanding and Issuable Securities"). The lack of authorized shares could result in a default under the terms of certain senior indebtedness issued by the Company. Also, the Company has contractually covenanted with certain holders of senior debt that it would use its reasonable best efforts to achieve an increase in the number of authorized shares of Common Stock. Each of the affiliates listed in the "Security Ownership of Beneficial Ownership and Management" section of this information statement owns convertible notes of the Company. The Company has entered into agreement with each of the affiliates who are individuals (except Mr. Lowell Blankfort) to increase the number of authorized shares. In addition, convertible notes of the Company are owned by it former Chief Financial Officer and the Company has entered into an agreement with its former Chief Financial Officer to increase the number of authorized shares.
The par value of the Common Stock will be lowered from $.01 per share to $.00001 per share. This will result in an adjustment to the Company's balance sheet requiring an upward adjustment to "Additional Paid in Capital" and a reduction in "Common Stock". The management of the Company believes that such adjustments will not have an adverse affect upon the Company's financial condition. A decrease in the par value of the Common Stock is necessary in order to enable the Company to issue equity at prices that are competitive with the market when the market price is below the par value of the Common Stock. For an extended period of time the market price of the Company's Common Stock has traded below its par value. Under Delaware law, the Company may not issue shares of stock for value that is below its par value.
Prior to enactment of the Second Amendment increases or decreases in the number of authorized shares of Common Stock could only be authorized by both the affirmative vote of a majority of all the stock of the Company eligible to vote and the affirmative vote of a majority of the class of stock affected by such an increase or decrease. As such, the holder of the Series C Preferred Stock, even though having 52.5% of all eligible votes, could not authorize an increase or decrease in the authorized Common Stock unless the Common Stock, voting separately as a class approved such increase or decrease. After enactment of the Second Amendment, Mr. Arabia will possess the requisite voting power (52.5%) necessary to authorize increases or decreases in the number of authorized shares of Common Stock (see also "Voting and Procedures"). Therefore, one reason for the Second Amendment is to provide Mr. Arabia with the ability to authorize future increases or decreases in the Company's authorized capitalization.
The Company currently does not have any plans to issue unauthorized shares."
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