THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS,
AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER THE REVERSE SPLIT. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED
NOT TO SEND US A PROXY. THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY.
No action is required by you. The accompanying Information
Statement is furnished only to inform our stockholders of the Reverse Split before it occurs, in accordance with the requirements
of United States Federal Securities Laws. This Information Statement is being mailed on or about September __, 2017
to all of the Company’s stockholders of record as of the close of business on August 22, 2017.
By Order of the Board of Directors.
/s/ Kashif Khan
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Name:
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Kashif Khan
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Title:
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Chief Executive Officer
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INFORMATION STATEMENT PURSUANT TO
SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
REGULATION 14C PURSUANT THERETO
September __, 2017
Precious Investments, Inc.
3425 Laird, Unit 2
Mississauga, Ontario L5L 5R8
Telephone: 416-919-9509
This Information Statement is distributed to inform our stockholders
of action taken without a meeting by the written consent of the holders of a majority of the outstanding voting power of the Company.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This Information Statement has been filed with the Securities
and Exchange Commission (the “Commission”) and is being furnished by the Board of Directors of Precious Investments,
Inc., a Nevada corporation (the “Company”) (the “Board”), to the holders of record at the close of business
on August 22, 2017 of the Company’s outstanding capital shares, par value $0.001, pursuant to Rule 14c-2 promulgated pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nevada Revised Statutes.
The cost of preparing and furnishing this Information Statement
will be paid by the Company. We will mail this Information Statement to our registered stockholders and certain beneficial
stockholders, when requested by brokerage houses, nominees, custodians, fiduciaries and other similar parties.
This Information Statement informs stockholders of the 1
for 4 reverse stock split (the “Reverse Split”) approved by written consent by the Board and the stockholders holding
32,166,155 shares of issued and outstanding common stock, which equals approximately 63% of the voting power of the Company’s
outstanding capital stock, as of August 22, 2017 (the “Majority Stockholders”).
Accordingly, all necessary corporate approvals to effectuate
the Reverse Split have been obtained. The Company is not seeking approval from its remaining stockholders. This Information
Statement is furnished solely for the purpose of informing our stockholders, in the manner required pursuant to the Exchange Act
and the Nevada Revised Statutes of the Reverse Split. Pursuant to Section 14(c) of the Exchange Act and Rule 14c-2 promulgated
pursuant thereto, the Reverse Split will not be effective until twenty (20) days after the date a Definitive Information Statement
is filed with the Commission and a copy thereof is mailed to each of our stockholders. The Reverse Split is expected to become
effective on or after September __, 2017, or such later date as all conditions and requirements to effectuate the Reverse Split
are satisfied. Therefore, this Information Statement is being sent to you for informational purposes only. Notwithstanding
the foregoing, we must notify the Financial Industry Regulatory Authority of the Reverse Split by filing the Issuer Company Related
Action Notification Form no later than ten (10) days prior to the anticipated effective date of the Reverse Split.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS,
AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER THE REVERSE SPLIT. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
The Company’s stockholders as of the record date are
being furnished copies of this Information Statement. This Information Statement is first being mailed or furnished to our
stockholders on or about September __, 2017.
Pursuant to Rule 14c-2 promulgated pursuant to the Exchange
Act, the Reverse Split may not be effected until at least twenty (20) calendar days after the mailing of the Definitive Information
Statement to the Company’s shareholders. Notwithstanding the foregoing, we must notify the Financial Industry Regulatory
Authority of the Reverse Split by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior
to the anticipated effective date of the Reverse Split.
NOTICE OF ACTION TAKEN PURSUANT TO THE WRITTEN CONSENT
OF A STOCKHOLDER HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING CAPITAL STOCK OF PRECIOUS INVESTMENTS, INC., DATED AUGUST
22, 2017, IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS.
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that, on August 22, 2017, the Company
obtained the written consent of its Board of Directors (the “Board”) and the written consent of the stockholders holding
32,166,155 shares of issued and outstanding common stock, which equals to approximately 63% of the voting power of the Company’s
outstanding capital stock (the “Majority Stockholders”) to effectuate a 1 for 4 reverse split of all of the outstanding
shares of our common stock (the “Reverse Split”).
FORWARD-LOOKING STATEMENTS
This Information Statement and the documents to which we
refer you in this Information Statement may contain forward-looking statements that involve numerous risks and uncertainties which
may be difficult to predict. The statements contained in this Information Statement that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Exchange Act, including, without limitation, the management of the Company and the Company’s expectations,
beliefs, strategies, objectives, plans, intentions and similar matters. All forward-looking statements included in this Information
Statement are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking
statements by terminology such as “may,” “can,” “will,” “should,” “could,”
“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”
“predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,”
“continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or
the negative of these terms or other comparable terminology.
Forward-looking statements involve a number of risks and
uncertainties, and actual results or events may differ materially from those projected or implied in those statements.
We caution against placing undue reliance on forward-looking
statements, which contemplate our current beliefs and are based on information currently available to us as of the date a particular
forward-looking statement is made. Any and all such forward-looking statements are as of the date of this Information Statement.
We undertake no obligation to revise such forward-looking statements to accommodate future events, changes in circumstances, or
changes in beliefs, except as required by law. In the event that we do update any forward-looking statements, no inference should
be made that we will make additional updates with respect to that particular forward-looking statement, related matters, or any
other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual
results to differ materially from forward-looking statements may appear in the Company’s public filings with the SEC, which
are available to the public at the SEC’s website at
www.sec.gov
. For additional information, please see the section
titled “Where You Can Obtain Additional Information” below.
ACTION BY BOARD OF DIRECTORS AND CONSENTING
STOCKHOLDER
In accordance with the Nevada Revised Statutes, as amended,
on August 22, 2017, by written consent, the Board adopted resolutions approving an amendment to our Articles of Incorporation,
as amended to date (the “Articles of Incorporation”) to effect the Reverse Split.
To obtain the approval of our stockholders for the Reverse
Split, we could have convened a special meeting of our stockholders for the specific purpose of voting on the Reverse Split. However,
the Nevada Revised Statutes provide that any action that may be taken at any annual or special meeting of our stockholders may
be taken without a meeting and without prior notice if a consent in writing setting forth the action taken is signed by the holders
of outstanding shares of voting capital stock having not less than the minimum number of votes that would be necessary to take
such action. To eliminate the costs and management time involved in holding a meeting and obtaining proxies and effect the
Reverse Split as early as possible in order to accomplish the purposes hereafter described, we elected to utilize the written consent
of the Majority Stockholders.
INTRODUCTION
Precious Investments, Inc., a Nevada corporation with principal
executive offices located at 3425 Laird, Unit 2
Mississauga, Ontario L5L 5R8 (the “Company”),
is providing this Information Statement to you. We encourage you to read this entire Information Statement carefully, any exhibits
attached hereto and the documents referred to in this Information Statement. You may obtain additional information about the Company
by following the instructions in “Where You Can Obtain Additional Information” below.
The Board and Majority Stockholders have authorized the Reverse
Split. Any fractional shares will be rounded up to the next whole number. Stockholders have no rights pursuant to the
Nevada Revised Statutes, the Company’s Articles of Incorporation, or the Company’s Bylaws, to exercise dissenters’
rights of appraisal with respect to the Reverse Split.
The Board believes the Reverse Split is necessary and advisable
in order to maintain the Company’s financing and capital raising ability and generally maintain our flexibility in today’s
competitive and rapidly changing environment.
Accordingly, it is the Board’s opinion that the Reverse
Split would better position the Company to attract potential business candidates and provide our stockholders a greater potential
return.
The Nevada Revised Statutes provide that the written consent
of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an
action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. The Nevada
Revised Statutes, however, require that in the event an action is approved by written consent, a company must provide prompt notice
of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such
action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered
to the company. Accordingly, this Information Statement is to provide that notice.
This Information Statement contains a brief summary of the
material aspects of the Reverse Split, approved by the Board and the Majority Stockholder.
Voting
on the Reverse Split
As of August 22, 2017, there were issued and outstanding
51,262,577 shares of Common Stock.
Based on the foregoing, as of August 22, 2017, the total
aggregate amount of votes entitled to vote regarding the approval of the Reverse Split was 51,262,577. Pursuant to the Nevada Revised
Statutes at least a majority of the voting equity of the Company, or at least 25,631,289 votes are required to approve the Reverse
Split by written consent. The Majority Stockholders, which held 32,166,155 votes equal to approximately 63% of the voting
equity of the Company, have voted in favor of the Reverse Split, thereby satisfying the requirement pursuant to the Nevada Revised
Statutes that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the names of the holders of
the Common Stock, the number of shares of Common Stock held by such holder, the total number of votes that such holder voted in
favor of the Reverse Split and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof:
Name of Voting Stockholder
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Number of Shares of Common Stock held
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Number of Votes held by such Common Stockholder
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Number of Votes that Voted in Favor of the Reverse Split
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Percentage of the Voting Equity that Voted in Favor of the Reverse Split
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Kashif Khan(1)
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16,166,155
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16,166,155
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16,166,155
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31.5%
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Parand Bioukzadeh
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8,000,000
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8,000,000
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8,000,000
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15.6%
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Faegheh Mobarhan
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8,000,000
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8,000,000
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8,000,000
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15.6%
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(1)
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Includes 16,166,555 shares of common stock held in KBH International Ltd., in which Mr. Khan
has sole voting and dispositive power.
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REASON FOR REVERSE SPLIT
The Board believes the Reverse Split is necessary and advisable
in order to maintain financing and capital raising ability and, generally, maintain flexibility in today’s competitive and
rapidly changing environment.
The Reverse Split will have the effect of creating newly
authorized shares of our common stock. Any issuance of additional shares of our common stock would probably have the effect
of diluting the earnings per share and book value per share of outstanding shares of common stock. Any additional shares
of our common stock, when issued, would have the same rights and preferences as the shares of common stock presently outstanding.
Additional shares of our common stock will be available for issuance by the Board for stock splits or stock dividends, acquisitions,
raising additional capital, conversion of debt to equity, stock options, or other corporate purposes. The Company does not anticipate
that it would seek authorization from its stockholders for issuance of such shares, unless required by applicable law.
There is no assurance that any effect on the price of the
Company's common stock will result, or that the market price for the Company’s common stock, immediately or shortly after
the Reverse Split becomes effective, will increase, or that any increase which may occur will be sustained. The Company cannot
control the market’s reaction. Further, there can be no assurance that an increased market price, if it occurs as a result
of the Reverse Split, will encourage more broker-dealers or investors to become involved in the Company’s common stock.
The Board believes that the Reverse Split and any resulting
increase per share price of our common stock could also enhance the acceptability and marketability of our common stock to the
financial community and investing public. Many institutional investors have policies prohibiting them from holding lower-priced
stocks in their portfolios, which reduces the number of potential buyers of our common stock. Additionally, analysts at many
brokerage firms are reluctant to recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks.
Brokerage houses also frequently have internal practices and policies that discourage individual brokers from dealing in
lower-priced stocks due to, among other reasons, the trading volatility often associated with lower-priced stocks. Some of
those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers.
Further, because brokers’ commissions on lower-priced stock generally represent a higher percentage of the stock price
than commissions on higher priced stock, investors in lower-priced stocks pay transaction costs which are a higher percentage of
their total share value, which may limit the willingness of individual investors and institutions to purchase our common stock.
Potential investors who might consider making investments
in the Company may be unwilling to do so when the Company has a large number of shares issued and outstanding with little or no
stockholders’ equity. In other words, the “dilution” which new investors could experience could discourage them
from investing. A reduction in the total outstanding shares of our common stock may, without any assurance, make the Company’s
capitalization structure more attractive.
For these reasons, the Board and Majority Stockholders have
chosen to adopt and recommend the Reverse Split.
EFFECT OF THE REVERSE SPLIT
The principal effect of the Reverse Split will be the reduction
in the number of shares of our common stock issued and outstanding on the effective date of the Reverse Split, from 51,262,577
shares, as of the effective date, to approximately 12,815,645 shares, depending on the number of whole shares issuable for fractional
shares resulting from the Reverse Split.
The Reverse Split will affect all of our common stockholders
uniformly. Accordingly, the Reverse Split will dilute the equity interests and earnings per share of the existing holders of our
common stock. The shares of our common stock issued pursuant to the Reverse Split will remain fully paid and non-assessable. The
Reverse Split will not increase or decrease the market capitalization of the Company. The Reverse Split is not intended as, and
will not have the effect of, a “going private transaction” under Rule 13e-3 of the Exchange Act.
The other primary effect of the Reverse Split will be to
provide us with additional shares of common stock that will be available for various corporate purposes. We may use the shares
of our common stock for, among other things:
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Raising working capital through equity issuances;
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Providing equity incentives to employees, officers
or directors;
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Establishing strategic relationships with other companies;
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Expanding our business through acquisitions and other
investment opportunities;
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Paying existing and future obligations and commitments;
and,
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For general corporate purposes.
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We have no definitive plans to issue any such shares, although
we evaluate, from time to time, potential transactions that may result in the issuance of such shares. The Board believes that
it is advisable and in our best interests to have available additional authorized but unissued shares of common stock adequate
to provide for our future needs. The unissued shares of our common stock will be available for issuance from time to time as may
be deemed advisable or required for various purposes, including the issuance of shares in connection with financing or acquisition
transactions.
The history of similar reverse stock splits for companies
in similar circumstances is varied. If the Reverse Split is effected and the market price of our common stock declines, the
percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater
than would occur in the absence of the Reverse Split.
The liquidity of our common stock could be affected adversely
by the decreased number of shares of our common stock outstanding after the Reverse Split. Although the Board believes that a higher
stock price could help generate investor interest and increased volume in trading of our common stock, 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 decreased
liquidity that may result from having fewer shares issued and outstanding may not be offset by increased investor interest in our
common stock.
The Reverse Split will increase the number of shareholders
who own odd-lots. An odd-lot is fewer than 4 shares. Such shareholders may experience an increase in the cost of selling their
shares and may have greater difficulty in making sales.
CUSIP Number
When the Reverse Split is effectuated, the Company’s
common stock will receive a new CUSIP number, which is the number used to identify the Company’s equity securities, and stock
certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number. Our common
stock will continue to be quoted on the OTC Markets.
Anti-Takeover Effects of the Reverse Split
A possible effect of the Reverse Split may be to discourage
a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s voting
securities and the removal of incumbent management. The Board could use the additional shares of our common stock available for
issuance to resist or frustrate a third-party take-over effort favored by a majority of the independent stockholders that would
provide an above market premium by issuing additional shares of our common stock.
The Reverse Split is not the result of the Board’s
knowledge of an effort to accumulate any of the Company’s securities or to obtain control of the Company by means of a merger,
tender offer, solicitation or otherwise. Nor is the Reverse Split a plan by the Board to adopt a series of amendments to the Articles
of Incorporation or our Bylaws to institute an anti-takeover provision. We do not have any plans or proposals to adopt other provisions
or enter into other arrangements that may have material anti-takeover consequences. As specified above, the reason for the
Reverse Split is to increase the amount of shares of common stock that we are able to issue in order to attract potential investors
and conduct equity financings.
Although the Reverse Split is not being undertaken by the
Board to institute an anti-takeover provision, in the future the Board could, subject to its fiduciary duties and applicable law,
use the unissued shares of our common stock to frustrate persons seeking to take over or otherwise gain control of the Company
by, for example, privately placing shares with purchasers who might side with the Board in opposing a hostile takeover bid. Shares
of our common stock could also be issued to a holder that would thereafter have sufficient voting power to assure that any proposal
to amend or repeal the Company’s Bylaws or certain provisions of the Articles of Incorporation would not receive the requisite
vote. Such uses of our common stock could render more difficult, or discourage, an attempt to acquire control of the Company, if
such transactions were opposed by the Board. However, it is also possible that an indirect result of the anti-takeover effect of
the Reverse Split could be that our shareholders will be denied the opportunity to obtain any advantages of a hostile takeover,
including, but not limited to, receiving a premium to the then current market price of our common stock, if the same was so offered
by a party attempting a hostile takeover of the Company. We are not aware of any party’s interest in or efforts to engage
in a hostile takeover attempt as of the date of this Information Statement.
EFFECTIVE DATE AND EFFECTS OF THE
REVERSE SPLIT
Pursuant to Rule 14c-2 promulgated pursuant to the Exchange
Act, the Reverse Split will not be effective until at least twenty (20) days after the date on which this Information Statement
is filed with the Commission and a copy hereof has been mailed to each of our stockholders. The Company anticipates that
this Information Statement will be mailed to our stockholders on or about September __, 2017. Therefore, the Company anticipates
that the Reverse Split will be effective on or about September __, 2017, or such later date as all conditions and requirements
to effectuate the Reverse Split are satisfied. Notwithstanding the foregoing, we must notify the Financial Industry Regulatory
Authority of the Reverse Split by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior
to the anticipated effective date of the Reverse Split.
The Company has asked brokers and other custodians, nominees
and fiduciaries to forward this Information Statement to the beneficial owners of the our common stock and will reimburse such
persons for out-of-pocket expenses incurred in forwarding such material
We intend to file, as soon as practicable on or after the
twentieth (20th) day after this Information Statement is sent to our shareholders, a Certificate of Change to our Articles of Incorporation
effectuating the Reverse Split (the “Certificate”). The Certificate will become effective at the close of business
on the date the Certificate is accepted for filing by the Secretary of State of Nevada. It is presently contemplated that such
filing will be made approximately twenty (20) days from the date that this Information Statement is sent to our shareholders.
Exchange Act Registration
We will continue to be subject to the periodic reporting
requirements of the Exchange Act. Our common stock is, currently, registered pursuant to Section 12(g) of the Exchange Act
and, as a result, we are subject to periodic reporting and other requirements. The Reverse Split will not affect the registration
of our common stock pursuant to the Exchange Act.
Accounting Consequences
Upon the Reverse Split becoming effective, the par value
per share of our common stock will remain unchanged at $0.001 per share. As a result, on the effective date of the Reverse Split,
the stated capital on the Company’s balance sheet attributable to our common stock will be reduced proportionally, based
on the exchange ratio of the Reverse Split, from its present amount, and the additional paid-in capital account will be credited
with the amount by which the stated capital is reduced. The net income or loss and net book value per share of common stock will
be increased, because there will be fewer shares of our common stock outstanding. It is not anticipated that any other accounting
consequences will result from the Reverse Split.
Effect of the Reverse Split on Convertible Securities
Proportionate adjustments will be made based on the ratio
of the Reverse Split to the number of shares our common stock issuable upon the conversion of all outstanding convertible securities
entitling the holders to convert into shares of our common stock. This will result in approximately the same aggregate conversion
ratio required to assure the same value of shares of our common stock being delivered upon such conversion immediately following
the Reverse Split as was the case immediately preceding the Reverse Split. The number of shares of our common stock reserved
for issuance pursuant to these securities will be proportionately based upon the Reverse Split ratio, subject to the Company’s
treatment of fractional shares.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding
shares of our common stock following the Reverse Split, the Board does not intend for the Reverse Split to be the first step in
a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 promulgated pursuant
to the Exchange Act.
Beneficial Holders of Common Stock (shareholders who hold
shares in street name)
Upon the implementation of the Reverse Split, the Company
intends to treat shares of its common stock held by shareholders through a bank, broker, custodian or other nominee in the same
manner as registered shareholders whose shares of common stock are registered in their names. Banks, brokers, custodians
or other nominees will be instructed to effectuate the Reverse Split for their beneficial holders holding our common stock in street
name. However, those banks, brokers, custodians or other nominees may have procedures different than those for registered
shareholders for processing the Reverse Split. Shareholders who hold shares of our common stock with a bank, broker, custodian
or other nominee and have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
Registered “Book-Entry” Holders of Common
Stock (shareholders that are registered on our transfer agent’s books and records but do not hold stock certificates)
Certain of the Company’s registered shareholders may
hold some or all of their shares of our common stock electronically in book-entry form with our transfer agent. These shareholders
do not have stock certificates evidencing their ownership of our common stock. They are, however, provided with statements
identifying the number of shares of our common stock registered in their accounts.
Shareholders who hold shares of our common stock electronically
in book-entry form with our transfer agent will not need to take action to receive whole shares of post-Reverse Split common stock
(the exchange will be automatic), subject to adjustment for treatment of fraction shares.
Holders of Certificated Common Shares
Shareholders holding shares of the Company’s common
stock in certificated form will be sent a transmittal letter by the Company’s transfer agent after the Reverse Split is effective.
The letter of transmittal will specify instructions regarding how a shareholder should surrender his, her or its certificate(s)
representing the Company’s common stock to our transfer agent in exchange for certificates representing the appropriate number
of whole shares of post-Reverse Split common stock. No new certificates will be issued to a shareholder until such shareholder
has surrendered all old certificates, together with a properly completed and executed letter of transmittal, to our transfer agent.
No shareholder will be required to pay a transfer or other fee to exchange his, her or its old certificate(s). Shareholders
will then receive new certificates representing the number of whole common shares that they are entitled to as a result of the
Reverse Split, subject to the treatment of fractional shares. Until surrendered, the Company will deem outstanding old certificates
held by shareholders to be cancelled and only represent the number of whole post-Reverse Split shares of our common stock to which
those shareholders are entitled, subject to such treatment of fractional shares. Any old certificates submitted for exchange,
whether because of a sale, transfer or other disposition, will automatically be exchanged for new certificates. If an old
certificate has a restrictive legend, the new certificate will be issued with the same restrictive legend.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES
AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATES UNTIL REQUESTED TO DO SO.