Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously reported, the Board of Directors and stockholders of Simlatus Corporation, a Nevada corporation (the Company),
have approved (i) a reverse stock split of the Companys common stock, par value $0.001 per share (the Common Stock),
at a ratio of 1-for-1,000 (the Reverse Stock Split), and (ii) a decrease in the Companys authorized shares
of common stock from 10,000,000,000, par value $.0001 per share, to 1,000,000,000, par value $.00001 per share (the Share
Decrease).
The
Reverse Stock Split and Share Decrease will become effective at 9:00 a.m. on March 20, 2020 (the Effective Date)
pursuant a Certificate of Amendment (the Certificate) filed by the Company with the Secretary of State of the State
of Nevada on March 19, 2020 pursuant to Nevada Revised Statutes (NRS) Sections 78.385 and 78.390. A copy of the
Certificate has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Effects
of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective
with FINRA (the Financial Industry Regulatory Authority) and in the marketplace at the open of business on the Effective
Date, whereupon the shares of Common Stock will begin trading on a split-adjusted basis. On the Effective Date, the
Companys trading symbol will change to SIMLD for a period of 20 business days, after which the
D will be removed from the trading symbol, which will revert to the original symbol of SIML. In
connection with the Reverse Stock Split, the CUSIP number for the Companys Common Stock will change to 828663
500.
Split
Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Companys Common Stock held
by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of
shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 1,000, rounded up
(if applicable) to the next whole number. No fractional shares will be issued, and no cash or other consideration will be paid
in connection with the Reverse Stock Split. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common
Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Certificates.
Stockholders who hold their shares in electronic form do not have to take any action as the effect of the Reverse Stock Split
will automatically be reflected in their accounts. Stockholders holding paper certificates may (but are not required to) send
their certificates to the Companys transfer agent at the address given below. The transfer agent will issue a new share
certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
New
Horizon Transfer
215-515 West Pender Street
Vancouver, BC V6B 6H5
Canada
Phone: (604) 876-5526
Facsimile: (604) 876-5564
Immediately
after the Reverse Stock Split, each stockholders percentage ownership interest in the Company and proportional voting power
will remain unchanged except for minor adjustments that may result from rounding fractional shares into whole shares. The rights
and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.