The accompanying Information Statement is being
furnished to the holders of shares of the common stock of Worthington Energy, Inc. (the "Company"), a Nevada corporation.
The Board of Directors of the Company (the "Board") is not soliciting your proxy and you are requested not to send us
a proxy. The purpose of this Information Statement is to notify you of actions already approved by written consent of a majority
of the voting stockholders and the Board:
The written consent that we received constitutes
the only stockholder approval required for the actions under Nevada law and, as a result, no further action by any other stockholder
is required to approve the actions and we have not and will not be soliciting your approval of the Reverse Split.
This notice and the accompanying Information
Statement are being mailed to our stockholders on or about June 16, 2014.
This Information Statement is being provided to you
pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. It contains a description of the Reverse Split, as
well as summary information regarding the transactions covered by the Information Statement. We encourage you to read the Information
Statement thoroughly. You may also obtain information about us from publicly available documents filed with the Securities and
Exchange Commission (the “SEC”). We may provide only one copy of the Information Statement to shareholders who share
an address, unless we have received instructions otherwise. If you share an address, your household has received only one copy
of this Information Statement and you wish to receive another copy, please contact our corporate secretary at the address or telephone
number above. If you have received multiple copies and only wish to receive one copy of our SEC materials, you also may contact
us at the address and phone number above.
Charles F. Volk, Jr.
INFORMATION STATEMENT
June 5, 2014
Action by Written Consent of Majority Stockholders
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WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY
GENERAL INFORMATION
This Information Statement has been filed with
the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Exchange Act, to the holders (the
“Stockholders”) of the Common Stock, of Worthington Energy, Inc., a Nevada corporation (the “Company” or
“Worthington Energy”), to notify such Stockholders of the following:
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On May 29, 2014, the Board of Directors of the Company approved the a reverse stock split of the Company’s common stock in a ratio of one (1) share for every twenty-five (25) existing shares of common stock outstanding (the “Reverse Split”), subject to Stockholder approval, in accordance with the Nevada Revised Statutes (“the NRS”). Accordingly, your consent is not required and is not being solicited in connection with the approval of the action.
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On June 4, 2014, the Company received written consents in lieu of a meeting of Stockholders from holders of
65.13% of the voting rights of the outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”) consisting of
131,112 shares of Common Stock and 5,000,000 shares of Series A Preferred Stock
(the “Series A Preferred Stock”),
where each share of Series A Preferred Stock is entitled to 750 votes of Common Stock for each share of Series A Preferred Stock, authorizing the adoption of the Reverse Split. There will be no change in the authorized shares of common stock of the Company and any fractional shares will be rounded up.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
The Company is filing this Proxy Statement
on Schedule 14C (the “Proxy Statement”) voluntarily. The Company is not registered under Section 12(b) or 12(g) of
the Exchange Act and is not required to file this or any future proxy statements with the Securities and Exchange Commission (the
“SEC”). The filing of this Proxy Statement does not serve as an indication of intention by the Company to file proxy
statements relating to future actions of the Company. Shareholders should not rely or expect that the Company will make any future
disclosures on a Proxy Statement on Schedule 14C, or any similar document, relating to company actions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
This Information Statement is being furnished
to the shareholders of Worthington Energy, Inc., a Nevada corporation, in connection with the prior approval by our Board of Directors
and the approval by written consent of the Majority Shareholders to authorize the Board of Directors to undertake a Reverse Split
of all outstanding shares of Common Stock by a factor of one-for-twenty-five (1-for-25) at such time and as the Board of Directors
shall determine. Fractional shares will be rounded up to the nearest whole share.
The Board of Directors believes that consummation
of the Reverse Split is in the best interests of the Company and its shareholders. Accordingly, on May 29, 2014, the Board of Directors
unanimously approved the Reverse Split and directed that they be submitted for shareholder approval.
Under Nevada law and our Articles of
Incorporation, as amended, the affirmative vote of a majority of the votes entitled to be cast by holders of all shares of
the Company’s Common Stock, par value $0.001 per share (“Common Stock”) is required to approve the Reverse
Split. Under our Articles of Incorporation, as amended, each share of Common Stock is entitled to one vote per share and each
share of Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), is entitled to
750 votes of Common Stock for each share of Series A Preferred Stock. As of June 4, 2014, there were outstanding
2,007,789,255 shares of Common Stock. As permitted by the Nevada Revised Statutes, on June 4, 2014, the Company received a
written consent in lieu of a meeting of shareholders from holders of an aggregate of 131,112 shares of Common Stock and
5,000,000 shares of Series A Preferred Stock representing approximately 65.13% of the total Common Stock voting rights
approving the Reverse Split.
SHAREHOLDERS ARE NOT BEING ASKED FOR PROXIES
TO VOTE THEIR SHARES WITH RESPECT TO THE REVERSE SPLIT. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION STATEMENT AND NO
MEETING OF SHAREHOLDERS WILL BE HELD TO CONSIDER THE REVERSE SPLIT.
The Reverse Split will not become effective
until at least 20 calendar days following the date of mailing of this Information Statement to our shareholders.
This Information Statement is furnished for
the purposes of informing shareholders, in the manner required under the Securities Exchange Act of 1934, as amended, of the Reverse
Split before it is consummated. This Information Statement is first being mailed on or about June 16, 2014 to holders of record
of Common Stock as of the close of business on June 15, 2014.
SUMMARY INFORMATION IN QUESTION AND ANSWER
FORMAT
The following information in question and answer
format summarizes many of the material terms of the Company’s proposed Reverse Split. For a complete description of the terms
and conditions of the Reverse Split, you are advised to carefully read this entire Information Statement and the other documents
referred to herein.
What Vote Is Required To Approve The Reverse Split?
Approval of the Reverse Split requires the
affirmative vote of the holders of not less than a majority of the votes entitled to be cast by holders of record of the 2,007,789,255
issued and outstanding shares of common stock as of June 4, 2014.
Who Voted in Favor Of The Shareholder Action?
Shareholders owning an aggregate of 131,112
shares of our Common Stock and 5,000,000 shares of our Series A Preferred Stock, with where each share of Series A Preferred Stock
is entitled to 750 votes of Common Stock for each share of Series A Preferred Stock, voted in favor of the Reverse Split. Those
shares represent approximately 65.13% of the voting power of Common Stock outstanding. Such shareholders shall be referred to as
the “Majority Shareholders”.
Will the Shareholders That Voted In Favor of the Reverse Split
Have Any Special Interest In The Shareholder Action?
Charles Volk, Chief Executive Officer of the
Company, as the holder of 5,000,000 shares of Series A Preferred Stock, may be deemed to have an interest in the Reverse Split,
as the voting preferences for each outstanding share of Series A Preferred Stock shall remain at a 750 to 1 basis and vote with
the Company’s common stock, except as otherwise required under Nevada law.
Why Isn’t the Company Holding A Shareholders Meeting To
Vote On the Proposed Reverse Split?
In order to lawfully close on the proposed
Reverse Split, Nevada law requires that a majority of shares of Common Stock vote in favor of the proposed Reverse Split. The shareholders
voting in favor of the proposed Reverse Split represent approximately 65.13% of the voting power of Common Stock. Therefore, management
concluded that because approving a transaction by the written consent of shareholders can be faster than distributing a notice
of meeting and proxy statement, and conducting a shareholder’s meeting, and in light of the fact that Company management
wanted to expedite the closing of the proposed Reverse Split, management and the Board of Directors decided not to conduct a meeting
of shareholders. Instead, the Majority Shareholders, representing a majority of the voting power of Common Stock signed written
consents approving the Reverse Split and the transactions contemplated thereby.
What Rights Do Shareholders Have To Dissent From The Shareholder
Action?
Company shareholders do not have dissenters’
rights or the right to seek the appraisal of their shares under Nevada law.
What Are The Income Tax Consequences Of The Shareholder Action?
There will be no federal or state income tax
consequences to our Shareholders as a result of the Reverse Split.
What Will The Outstanding Stock Structure
Be Following the Approval of the Reverse Split?
Once the reverse split and the increase in
the authorized shares is completed, the Company will have the following common stock structure:
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Prior to Reverse Split
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After Reverse Split
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Authorized
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Issued
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Available to
Issue
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Authorized
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Issued
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Available to
Issue
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Common Stock
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6,490,000,000
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2,007,789,255
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4,482,210,745
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6,490,000,000
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80,311,571
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6,409,688,430
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Series A Preferred Stock
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5,000,000
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5,000,000
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0
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5,000,000
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5,000,000
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0
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PRIOR SHAREHOLDER APPROVAL
Our ability to undertake the Reverse Split
without a meeting of our Shareholders is authorized by Section 78.320 of the Nevada Revised Statutes and our Articles of Incorporation
and Bylaws. The Nevada Revised Statutes generally provides that a Nevada corporation may substitute for action on a matter by its
shareholders at a meeting the written consent of the holders of outstanding shares of capital stock holding at least a majority
of the voting power of the Company’s outstanding capital stock present and voted. In accordance with this provision, we obtained
the written consent of the Majority Shareholders to the Reverse Split. As a result of the action of the Majority Shareholders,
we are not soliciting proxies, and there will be no further shareholder action on the Reverse Split. Holders of record of the Company’s
Common Stock are entitled to notice of the action taken by written consent approving the Reverse Split.
Under Nevada law and our Articles of Incorporation,
as amended, the affirmative vote of a majority of the voting power of the outstanding shares of our Common Stock as of the Record
Date, was required to approve the Reverse Split. Each holder of Common Stock was entitled to one vote on the matter, for each share
of Common Stock held by such shareholder.
As of June 4, 2014, there were 2,007,789,255
shares of Common Stock outstanding. As of that date, the Majority Shareholders held 131,112 shares of our Common Stock and 5,000,000
shares of our Series A Preferred Stock, with where each share of Series A Preferred Stock is entitled to 750 votes of Common Stock
for each share of Series A Preferred Stock, voted in favor of the Reverse Split, or approximately 65.13% of the total votes entitled
to be cast by all holders of our Common Stock. The action by written consent approving the Reverse Split was dated June 4, 2014.
Dissenters’ Rights
In accordance with the Nevada Revised Statutes,
our shareholders do not have dissenters’ or appraisal rights in connection with the Reverse Split.
No Appraisal Rights
Shareholders do not have appraisal rights under
Nevada Revised Statutes or under the Company’s Articles of Incorporation (as amended) in connection with the Reverse Split.
Certain Federal Income Tax Consequences
The Reverse Split will not result in any impact
on our shareholders for federal and state income tax purposes.
Government Approvals
Except for compliance with the applicable regulations
of the Securities and Exchange Commission in connection with this Information Statement and of the Nevada Revised Statutes in connection
with the Reverse Split, we are not required to comply with any federal or state regulatory requirements, and no federal or state
regulatory approvals are required in connection with the Reverse Split.
ACTION TO BE TAKEN
This Information Statement contains a brief summary of the material
aspects of the actions approved by the Board and the Majority Stockholders.
RECAPITALIZATION
OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK THROUGH A REVERSE SPLIT
Summary
The Reverse Split authorizes our Board of Directors
to undertake, at their discretion, a one-for-twenty-five (1-for-25) Reverse Split of our outstanding shares of Common Stock and
outstanding options, warrants and other rights convertible into shares of Common Stock. Once implemented, the Reverse Split would
result in each holder of our Common Stock on the Record Date owning fewer shares of Common Stock than they owned immediately before
the Reverse Split, and outstanding options, warrants and other convertible rights will become exercisable to purchase a fewer number
of shares of Common Stock at an exercise price per share increased by the factor of the Reverse Split. Fractional shares, options
and warrants will be rounded up to the nearest whole. We will be authorized to implement the Reverse Split within the foregoing
parameters if we chose to do so at any time and until such time as the authorization is revoked by a majority vote of our shareholders
at a future regular or special meeting of the our shareholders.
The Reverse Stock Split will not affect in
any manner the rights and preferences of our shareholders. There will be no change in the voting rights, right to participate in
stock or cash dividends, or rights upon the liquidation or dissolution of the Company of holders of Common Stock; nor will the
Reverse Split affect in any manner the ability of our shareholders to sell under Rule 144 or otherwise engage in market transactions
in accordance with federal and state securities laws.
The Reverse Stock Split will also result in
an automatic adjustment of any and all outstanding options, warrants and other rights exercisable or convertible into shares of
our Common Stock. The adjustment will consist of an increase in the exercise price or conversion value per share by the factor
of the Reverse Split and the number of shares issuable upon exercise or conversion will be reduced by the same factor. All other
relative rights and preferences of holders of outstanding options, warrants and other rights convertible or exercisable into shares
of our Common Stock shall remain unchanged.
Reason for Reverse Split and Effect of Increasing the Number
of Authorized Shares
The Reverse Stock Split is being undertaken
in connection with our balance sheet clean up efforts in an attempt to compact our outstanding shares and increase our stock price
to a meaningful level. It is the expectation of management that the Reverse Stock Split, in connection with our balance sheet clean
up efforts will allow us to sustain a more appropriate value for our stock.
Following the effectiveness of the Articles
of Amendment, subject to the rounding up of fractional shares to the nearest whole number, our capitalization will change as follows
and assuming the conversions above as of June 4, 2014:
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Prior to Reverse Split
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After Reverse Split
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Authorized
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Issued
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Available to Issue
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Authorized
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Issued
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Available to
Issue
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Common Stock
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6,490,000,000
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2,007,789,255
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4,482,210,745
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6,490,000,000
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80,311,571
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6,409,688,430
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Series A Preferred Stock
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5,000,000
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5,000,000
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0
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5,000,000
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5,000,000
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0
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The Board of Directors believes that the increase
in the number of authorized shares of Common Stock is in the best interests of the Company and its stockholders. The purpose of
increasing the number of authorized shares of Common Stock is to have shares available for issuance for such corporate purposes
as the Board of Directors may determine in its discretion, including, without limitation:
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conversion and extinguishment of convertible debt and securities
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investment opportunities
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stock dividends or other distributions
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future financings and other corporate purposes
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The additional shares of common stock for which
authorization is sought would be part of the existing class of Common Stock, if and when issued. No further shareholder approval
is required to issue the additional shares. These shares will have the same rights and privileges as the shares of Common Stock
currently outstanding. Holders of the Company's Common Stock do not have preemptive rights to subscribe for and purchase any new
or additional issues of Common Stock or securities convertible into Common Stock.
Principal Effects of the Reverse Split
If implemented, the principal effects of a
reverse stock split would include the following:
The Common Stock resulting from the Reverse
Split will remain fully paid and non-assessable. A reverse stock split will not affect the public registration of the Common Stock
under the Securities Exchange Act of 1934.
The Reverse Split will be affected simultaneously
for all of our Common Stock and the exchange number will be the same for all of our Common Stock. The reverse stock split will
affect all of our shareholders uniformly and will not affect any shareholder’s percentage ownership interests in the Company,
except to the extent that the reverse stock split results in any of our shareholders owning a fractional share. As described below,
fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share. The reverse stock split is not
intended as, and will not have the effect of, a “going private” transaction under Rule 13e-3 of the Securities
Exchange Act of 1934, as amended. We will continue to be subject to the periodic reporting requirements of the Exchange Act following
the Reverse Split.
Certain Risk Factors Associated with the Reverse Split
There can be no assurance that the total market
capitalization of the Company’s Common Stock (the aggregate value of all the Company’s Common Stock at the then market
price) after the proposed Reverse Split will be equal to or greater than the total market capitalization before the proposed Reverse
Split or that the per share market price of the Company’s Common Stock following the Reverse Split will either equal or exceed
the current per share market price.
There can be no assurance that the market price
per new share of the Company’s Common Stock after the Reverse Split will remain unchanged or increase in proportion to the
reduction in the number of old shares of the Company’s Common Stock outstanding before the Reverse Split. Accordingly, the
total market capitalization of the Company’s Common Stock after the proposed Reverse Split may be lower than the total market
capitalization before the proposed Reverse Split and, in the future, the market price of the Company’s Common Stock following
the Reverse Split may not exceed or remain higher than the market price prior to the proposed Reverse Split. The actual number
of shares required to convert or extinguish certain of the Company’s outstanding convertible debt will depend on the trading
price of the Common Stock, and the ability of management to negotiate, modify, or extinguish portions of the outstanding convertible
debt.
If the Reverse Split is effected, the resulting
per share stock price may not attract institutional investors or investment funds and may not satisfy the investing guidelines
of such investors and, consequently, the trading liquidity of the Company’s Common Stock may not improve.
While the Board believes that a higher stock
price may help generate investor interest, there can be no assurance that the Reverse Split will result in a per share price that
will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional
investors or investment funds. As a result, the trading liquidity of the Company’s Common Stock may not necessarily improve.
A decline in the market price of the Company’s
Common Stock after the Reverse Split may result in a greater percentage decline than would occur in the absence of a Reverse Split,
and the liquidity of the Company’s Common Stock could be adversely affected following such a Reverse Split.
If the Reverse Split is affected and the market
price of the Company’s Common Stock declines, the percentage decline may be greater than would occur in the absence of a
Reverse Split. The market price of the Company’s Common Stock will, however, also be based on the Company’s performance
and other factors, which are unrelated to the number of shares outstanding. Furthermore, the reduced number of shares that would
be outstanding after the Reverse Split could adversely affect the liquidity of the Company’s Common Stock.
The Board may delay or abandon the Reverse
Split as it determines is advisable considering relevant market conditions from time to time. The Board believes that approval
of this discretion provides the Board with maximum flexibility to react to current market conditions and to the needs of prospective
investors in the Company, and to therefore act in the best interests of the Company and its shareholders.
Procedure for Effecting a Reverse Stock Split and Effect on
Stock Certificates
If the Board of Directors decides to implement
the Reverse Stock Split, the Company will be required to file with the Secretary of State of the State of Nevada articles of amendment
to the Company’s Articles of Incorporation (as previously amended). The Reverse Stock Split will become effective at the
time and on the date approved by the Financial Industry Regulatory Authority, Inc. (“FINRA”) for trading of our Common
Stock ex-dividend, which will be referred to as the “effective time” and “effective date,” respectively.
Beginning at the effective time, each certificate representing shares of Common Stock will be deemed for all corporate purposes
to evidence ownership of the number of whole shares into which the shares previously represented by the certificate were combined
pursuant to the Reverse Split.
Upon the effectuation of any Reverse Split,
we intend to treat shareholders holding stock in "street name," through a bank, broker or other nominee, in the same
manner as registered shareholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed
to affect the Reverse Split for their beneficial holders, holding the stock in "street name." However, such banks, brokers
or other nominees may have different procedures than registered shareholders for processing the Reverse Split. If you hold your
shares with such a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your
nominee.
Our registered shareholders may hold some or
all of their shares electronically in book-entry form. These shareholders will not have stock certificates evidencing their ownership
of the stock. These shareholders are, however, provided with a statement reflecting the number of shares registered in their accounts.
If you hold shares in book-entry form, you do not need to take any action to receive your new shares. A transaction statement will
automatically be sent to your address of record indicating the number of shares you hold.
Some of our registered shareholders hold all
their shares in certificate form or a combination of certificate and book-entry form. If any of your shares are held in certificate
form,
you do not need to take any action to exchange your stock certificate
. If a Reverse Split is effected, shareholders
may continue to make sales or transfers using their old stock certificates. On request, we will issue new certificates to anyone
who holds old stock certificates in exchange therefor. Any request for new certificates into a name different from that of the
registered holder will be subject to normal stock transfer requirements and fees, including proper endorsement and signature guarantee,
if required.
The Reverse Split will become effective upon
the filing of the Articles of Amendment with the Secretary of State of the State of Nevada, which shall occur at such time as determined
by the Board of Directors, but no sooner than 20-days after the mailing of this Information Statement. The Board of Directors,
at its discretion, may file the Articles of Amendment or abandon it, if the Board of Directors determines that such action is not
in the best interests of the Company and its shareholders.
No Fractional Shares
No scrip or fractional share certificates will
be issued in connection with the Reverse Split. Shareholders who otherwise would be entitled to receive fractional shares because
they hold a number of shares of our Common Stock not evenly divisible by the Reverse Split ratio will be entitled, upon surrender
of certificate(s) representing such shares, to receive an additional whole share.
Authorized Shares
The Reverse Split would not change the number
of authorized shares of our Common Stock designated in our Articles of Incorporation. Therefore, because the number of issued and
outstanding shares of our Common Stock would decrease, the number of shares available for issuance under our authorized pool of
Common Stock would increase from approximately 4,482,210,745 shares to approximately 80,311,571 shares.
Potential Anti-Takeover Effect
The proposed Reverse Split is not part of any
plan to adopt a series of amendments having an anti-takeover effect, and the Company’s management presently does not intend
to propose anti-takeover measures in future proxy solicitations. Subject to the limitations of Nevada law, it could be possible
to use the additional shares of Common Stock that would become available for issuance if the Reverse Split is approved to oppose
a hostile takeover attempt or delay or prevent changes of control of the Company or changes in or removal of our management, including
transactions that are favored by a majority of the independent shareholders or in which the shareholders might otherwise receive
a premium for their shares over then-current market prices or benefit in some other manner. For example, our Board of Directors
could, without further shareholder approval, strategically sell shares of our Common Stock in a private transaction to purchasers
who would oppose a takeover or favor our current Board of Directors. The Reverse Split is not being proposed in response to any
effort, nor are we aware of any effort, to accumulate shares of our Common Stock or obtain control of the Company.
Our Articles of Incorporation and bylaws contain
certain provisions that could make it more difficult for a third party to acquire a controlling interest without the consent of
our board. These provisions may delay or prevent a change of control, even if the change of control would benefit the shareholders.
In addition, the authority granted to the board by our Articles of Incorporation to issue shares of preferred stock and fix the
designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of any series so established
could be used to delay or prevent a change of control. None of these provisions would be affected by the Reverse Split.
The voting preferences for each outstanding
share of Series A Preferred Stock shall remain at a 750 to 1 basis and vote with the Company’s common stock, except as otherwise
required under Nevada law. Such shares are held by the Company’s Chief Executive Officer. The Reverse Split will significantly
increase the voting percentage of the Series A Preferred Stock.
Other Effects on Outstanding Shares
If the Reverse Split is implemented, the rights
and preferences of the outstanding shares of our Common Stock would remain the same after the Reverse Split. Each share of Common
Stock issued pursuant to the Reverse Split would be fully paid and nonassessable.
In addition, the Reverse Split would result
in some shareholders owning “odd-lots” of fewer than 100 shares of our Common Stock. Brokerage commissions and other
costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples
of 100 shares.
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Every twenty-five (25) outstanding shares of the Common Stock will
be combined into one new share of Common Stock;
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The number of shares of Common Stock issued and outstanding will be
reduced proportionately;
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The total number of shares of Common Stock and preferred stock the
Company is authorized to issue will be unchanged;
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Appropriate adjustments will be made to stock options exercisable
for shares of Common Stock granted under the Company’s stock option plans to maintain the economic value of the awards;
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Proportionate adjustments would be made to the per share exercise
price and conversion price and the number of shares issuable upon the exercise of all outstanding options and warrants, and conversion
of convertible notes entitling the holders thereof to purchase shares of our Common Stock, which will result in approximately the
same aggregate price being required to be paid for the Common Stock upon exercise of such options or warrants or conversion convertible
notes immediately preceding the Reverse Split;
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The voting preferences for each outstanding share of Series A Preferred
Stock shall remain at a 750 to 1 basis and vote with the Company’s common stock; and
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The voting preferences and conversion rights for each outstanding
share of Series A Preferred Stock shall remain at a 750 to 1 basis and vote with the Company’s common stock, except as otherwise
required under Nevada law.
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