Item 3.03. Material Modification to Rights of Security Holders.
As previously disclosed in the Current Report on Form 8-K filed with the
Subsequently, on
The Plan was adopted by the Board pursuant to the authority in Nevada Revised Statutes ("NRS") 78.195(5) and NRS 78.350(8), based upon the determination by the Board that the Plan is necessary to protect the interests of the Company and its stockholders. The Plan is of limited scope and purpose and is designed to facilitate the approval of the Corporate Actions at the Annual Meeting, including, but not limited to (i) approval of the amendment of the Articles to increase the total number of authorized shares of the Company's capital stock from 510,000,000 shares to 3,010,000,000 shares, of which 3,000,000,000 shares will be designated as Common Stock and 10,000,000 shares will be designated as preferred stock (the "Authorized Share Increase"); (ii) approval of the amendment of the Articles to effect a reverse stock split of the Common Stock at a ratio of no less than 1-for-500 and no more than 1-for-1,000, with such ratio to be determined at the sole discretion of the Board, with any fractional shares being rounded up to the next higher whole share (the "Reverse Stock Split"); and (iii) approval of the amendment of the Articles, which approval is contingent upon shareholder approval of and the occurrence of the Reverse Stock Split, to decrease the total number of authorized shares of capital stock from 3,010,000,000 (assuming that the Authorized Share Increase is approved by stockholders and implemented), to 510,000,000 shares, of which 500,000,000 shares will be designated as Common Stock and 10,000,000 shares will be designated as preferred stock (the "Decrease in Authorized Shares" and collectively with the Authorized Share Increase and the Reverse Stock Split, the "Articles Amendments"). The Board has determined that the Articles Amendments are critical to the Company's continued operations. The Corporate Actions, including the Articles Amendments, have been submitted to the Company's stockholders at the Annual Meeting.
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Under the Plan, each Rights Stockholder will have the right to vote on the Corporate Actions at the Annual Meeting, with all other stockholders as a single class, the number of votes per share of Common Stock owned multiplied by 15 (the "Voting Factor"), where the resulting total number of votes for each Rights Stockholder, will be voted as follows:
(i) The votes equal to the number of shares of Common Stock owned by the Rights
Stockholder shall be voted as indicated by the Rights Stockholder on such Rights Stockholder's proxy or ballot for the Annual Meeting; and
(ii) The additional votes equal to the number of shares of Common Stock owned by
the Rights Stockholder multiplied by the Voting Factor shall be voted, without any further action from such Rights Stockholder, in the same proportion as shares of Common Stock are voted (excluding any shares of Common Stock that are not voted, as well as any broker non-votes) on each of the Corporate Actions at the Annual Meeting.
The Voting Factor may be amended in the sole discretion of the Board, where
notice of any such amendment will be provided via a Current Report on Form 8-K
filed with the
To vote the Voting Rights, stockholders must be Rights Stockholders as of
If you are the registered holder of your securities, which means that your name appears in the Company's records as a stockholder, the Company can verify your eligibility on its own. If, however, you are not a registered holder and you have not received notification from the Company of your status as a Rights Stockholder, the Company likely does not know that you are a stockholder, or how many shares you own. In this case, you must prove your eligibility to the Company in one of two ways:
(A) The first way is to submit to the Company a written statement from the
"record" holder of your securities (usually a broker or bank) verifying the number of shares of Common Stock you held as ofMay 27, 2022 , the record date for the Annual Meeting, which amount must be at least 12,900,000 shares of Common Stock; or
(B) The second way to prove ownership applies only if you were required to file,
and filed, a Schedule 13D, Schedule 13G, Form 3, Form 4, and/or Form 5, or amendments to those documents or updated forms, demonstrating that you held, as ofMay 27, 2022 , at least 12,900,000 shares of Common Stock. If you have filed one or more of these documents with theSEC , you may demonstrate your status as a Rights Stockholder by submitting to the Company a copy of the schedule(s) and/or form(s), and any subsequent amendments reporting a change in your ownership level. The Board has the sole and absolute discretion on determining the sufficiency of any notification received from a stockholder, where the determination by the Board to either accept or reject such notification will be final. Any such Rights Stockholder who fails to timely notify the Company of its status as a Rights Stockholder will forego the ability to exercise the Voting Rights, but will continue to be able to vote such stockholder's shares of Common Stock on a one-for-one basis. 2
The Voting Rights and the Plan will automatically terminate upon the occurrence
of, among other things: (i) the earlier of (a) the completion of the vote of the
Company's stockholders at the Annual Meeting as to the approval of the Corporate
Actions; and (b) if the Corporate Actions are not all approved at the Annual
Meeting, then
The foregoing is a summary of the material terms of the Plan and is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01. Other Events.
As previously disclosed, the reconvened Annual Meeting will be held virtually at
the following link: https://meetnow.global/M6UYG4V at
The Company encourages all stockholders as
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the Annual
Meeting. The Company previously filed a definitive proxy statement with the
Participants in the Solicitation
The Company and its directors and executive officers and other employees may be
deemed to be participants in the solicitation of proxies in respect of the
adjourned Annual Meeting. The Company has also engaged
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Voting Rights Plan datedSeptember 6, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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