Proposal 5 – Nonbinding Advisory Vote .

If a quorum is present, this will require the affirmative vote of a majority of the shares of our Voting Stock present in person or in proxy at the Annual Meeting.

Proposal 6 – Amendment to our Certificate of Incorporation to Permit Amendments of Certificates of Designation without Approval of all Shareholders

If a quorum is present, this will require the affirmative vote of a majority of the issued and outstanding shares of our Voting Stock on our record date.

Proposal 7 – Amendment to our Series A Certificate of Designation

If a quorum is present, this will require the affirmative vote of a majority of the issued and outstanding shares of both our Voting Stock and our Series A Preferred Stock (voting separately) on our record date.

Proposal 8 – Amendment to our Series B Certificate of Designation

If a quorum is present, this will require the affirmative vote of a majority of the issued and outstanding shares of both our Voting Stock and our Series B Preferred Stock (voting separately) on our record date.

Proposal 9 – Amendment to our Series C Certificate of Designation

If a quorum is present, this will require the affirmative vote of a majority of the issued and outstanding shares of both our Voting Stock and our Series C Preferred Stock (voting separately) on our record date.

How are abstentions and broker “non-votes” treated?

Abstentions

Pursuant to Delaware law, abstentions are counted as present for purposes of determining the number of shares of Voting Stock present in person or represented by proxy and entitled to vote at the Annual Meeting. As a result, abstentions will have the same effect as a vote AGAINST all proposals .

Broker “non-votes”

Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but may not vote those shares with respect to “non-routine” matters.

Pursuant to Delaware law, broker non-votes will be counted as present for purposes of determining the presence of a quorum at the meeting but will not be counted as present for any other purpose.

Proposal Nos. 2, 6, 7, 8 and 9 are considered as “non-routine” matters. As a result, a broker or nominee will not be able to vote your shares with respect to Proposal Nos. 2, 6, 7, 8 and 9 absent your voting instructions. For this reason, we urge you to give voting instructions to your broker . If any “routine” matters are properly brought before the Annual Meeting, then brokers and nominees holding shares in street name will be permitted to vote those shares in their discretion for any such routine matters.

Will there be any other items of business on the agenda?

The Board of Directors does not know of any other matters that may be brought before the Annual Meeting nor does it foresee or have reason to believe that any other matters will be brought before the Annual Meeting. In the event that any other matter should come before the Annual Meeting, the persons named in the proxy that is submitted via the Internet or mail will have discretionary authority to vote all proxies unless otherwise specified to the contrary with respect to such matters in accordance with the recommendation of the Board of Directors.

What happens if I submit or return my proxy card without voting?

If you properly submit your proxy via the Internet or mail, the shares it represents will be voted at the Annual Meeting in accordance with your directions. If you properly submit your proxy with no direction, the proxy will be voted “FOR” all Proposals.

Can I change my vote after I have voted?

If you have submitted a proxy pursuant to this solicitation, you may revoke such proxy at any time prior to its exercise by:

With respect to Internet and telephone votes, the last vote transmitted will be the vote counted. Attendance at the Annual Meeting will not, in itself, constitute revocation of a proxy.

If you are the beneficial owner of shares held in street name, you must submit new voting instructions to your stockbroker, bank or other nominee pursuant to the instructions you have received from them.

Will anyone contact me regarding this vote?

No arrangements or contracts have been made with any proxy solicitors as of the date of this proxy statement. However, Integrity may retain a proxy solicitor if it appears reasonably likely that it may not obtain a quorum to conduct the Annual Meeting. In addition, Integrity’s directors, officers and employees may solicit proxies in person and by telephone or facsimile; however, these persons will not receive any additional compensation for any such solicitation efforts.

Brokerage firms, nominees, custodians and fiduciaries also may be requested to forward proxy materials to the beneficial owners of shares held as of the record date by them.

Who has paid for this proxy solicitation?

All expenses incurred in connection with the solicitation of proxies, including the printing and mailing of this Proxy Statement, will be borne by Integrity.

How do I obtain a list of Integrity’s stockholders?

A list of Integrity’s stockholders as of November 23, 2018, the record date for the Annual Meeting, will be available for inspection at Integrity’s corporate headquarters, located at 19 Ha’Yahalomim St., P.O. Box 12163, Ashdod, Israel L3 7760049 , during normal business hours during the 10-day period immediately prior to the Annual Meeting.

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MATTERS TO BE VOTED UPON BY ALL SHAREHOLDERS

PROPOSAL NO. 1:

Our Board of Directors has determined that it is advisable and in our and our stockholders’ best interests that the Board of Directors be granted the authority to implement, in its sole discretion, a reverse stock split of the outstanding and treasury shares of our common stock at a specific exchange ratio set by the Board of Directors, at a range of ratios from 1-for-2 to 1-for-20, in the discretion of the Board of Directors and to be announced by press release, and to grant authorization to the Board of Directors to determine, in its sole discretion, whether to implement the reverse stock split, as well as its specific timing (but not later than December 31, 2019) (the “Reverse Split Proposal”). Accordingly, stockholders are asked to approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split consistent with such terms and to grant authorization to the Board of Directors to determine, in its sole discretion, whether to implement the reverse stock split, as well as its specific timing and ratio (within the set of ratios listed above).

The Board of Directors strongly believes that the reverse stock split is necessary for the following reason:

To provide us with resources and flexibility with respect to our capital sufficient to execute our business plans and strategy – we do not have sufficient capital with which to run our business and meet our obligations and will need to raise further capital through sale of our equity securities.

To meet minimum initial listing standards for the Nasdaq Capital Market or other listed exchange – our Board believes it would be in our stockholders best interest for our Common Stock to eventually trade on a recognized stock exchange, either the Nasdaq Capital Market or NYSE American. In order to qualify for listing on the Nasdaq Capital Market, the initial bid price of our common stock must be at least $4.00 (or, in some circumstances, we can qualify with a closing price of $3.00) per share and, as a continued listing requirement, maintenance of a price of at least $1.00 per share is required). The NYSE American requires an initial listing bid price of $3.00 (or $2.00 depending on the applicable listing standard).

The Board of Directors has unanimously approved a resolution proposing an amendment to our amended and restated certificate of incorporation to allow for the reverse stock split and directed that it be submitted for approval by consent in lieu of a special meeting of shareholders.

The Board of Directors believes that it is critical to the future viability of the Company that you vote “FOR” the Proposal.

Should we receive the required stockholder approval for the Reverse Split Proposal, the Board of Directors will have the sole authority to elect, without the need for any further action on the part of our stockholders: (1) whether or not to effect a reverse stock split, and (2) if so, the number of whole shares, from two through twenty, in the discretion of the Board of Directors, which will be combined into one share of our common stock. Notwithstanding approval of the reverse stock split by the stockholders, the Board of Directors may, in its sole discretion, abandon the proposed amendment and determine prior to the effectiveness of any filing with the Secretary of State of the State of Delaware not to effect the reverse stock split on or prior to December 31, 2019, as permitted under Section 242(c) of the Delaware General Corporation Law. If the Board of Directors does not implement a reverse stock split on or prior to December 31, 2019 stockholder approval again would be required prior to implementing any reverse stock split.

In determining which reverse stock split ratio to implement, if any, following receipt of stockholder approval, the Board of Directors may consider, among other things, various factors, such as:

Certain of our officers and directors have an interest in the reverse stock split as a result of their ownership of Common Stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Reasons for the Reverse Stock Split

To provide us with resources and flexibility with respect to our capital sufficient to execute our business plans and strategy. As of our Record Date, we had 7,748,586 shares of our Common Stock issued and outstanding and 40,000,000 shares authorized. On a long term basis, we may not have sufficient shares to execute business plans or fund those plans, thus, by giving our Board a timespan of over one year, they can, in their best judgment, authorize a reverse split only if the circumstances warrant.

To allow us to meet minimum listing standards for an exchange. Our Board may determine, at some future point, that it would be beneficial for us to uplist to an exchange such as the Nasdaq Capital Markets, which has minimum price requirements for listing of $3.00 and $4.00. Should we wish to list and our stock price to be below these benchmarks, our Board could effect a reverse split in order to allow us to meet a minimum price requirement.

Thus, even taking into account the Authorized Share Increase, if approved by our shareholders, we have reached the limit of shares of stock we have available to issue, and the Board of Directors wishes to increase the number of unused authorized common shares by decreasing the outstanding shares through the reverse stock split without a corresponding decrease in the number of authorized shares. This increase in unused authorized common shares will provide us greater flexibility with respect to our capital structure for various purposes as the need may arise from time to time. These purposes may include: raising capital, establishing strategic relationships with other companies, expanding our business through the acquisition of other businesses or products and providing equity incentives to employees, officers or directors. As we expect that we will seek to raise significant additional capital in future years to fund our clinical trials, we may need to issue a substantial number of shares in connection therewith.

The Board of Directors also believes that the increased market price of the Common Stock expected as a result of implementing a reverse stock split could improve the marketability and liquidity of the Common Stock and may encourage interest and trading in the Common Stock. A reverse stock split could allow a broader range of institutions to invest in our stock (namely, funds that are prohibited from buying stocks whose price is below a certain threshold), potentially increasing trading volume and liquidity of our Common Stock. A reverse stock split could help increase analyst and broker interest in our stock as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

The Board of Directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act.

Risks of the Proposed Reverse Stock Split

We cannot assure you that the proposed reverse stock split will increase our stock price or that any increase will be maintained over any significant period of time . The Board of Directors expects that a reverse stock split of our Common Stock will increase the market price of our Common Stock. However, the effect of a reverse stock split upon the market price of our Common Stock cannot be predicted with any certainty, and the history of similar stock splits for companies in like circumstances does not indicate a likelihood that our stock price will be maintained at any higher level. It is possible that the per share price of our Common Stock after the reverse stock split will not rise in proportion to the reduction in the number of shares of our Common Stock outstanding resulting from the reverse stock split, and the market price per post-reverse stock split share may not exceed or remain at any specified level for a sustained period of time, and the reverse stock split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even if we effect a reverse stock split, the market price of our Common Stock may decrease due to factors unrelated to the stock split. In any case, the market price of our Common Stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the reverse stock split is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split.

Current stockholders will likely experience dilution as a result of the Reverse Stock Split. There is a trend for our stock price to decrease after a reverse stock split. This is likely as a result of the availability of more shares issued as a result of our anticipated future financing needs. As the number of shares available in the market increases, the price tends to decrease. We are unable to predict if, when and to what magnitude dilution will occur; however, there is a substantial likelihood that significant dilution will occur based on historical data.

The proposed reverse stock split may decrease the liquidity of our stock . The liquidity of our capital stock may be harmed by the proposed reverse stock split given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the stock price does not increase as a result of the reverse stock split.

In addition, investors might consider the increased proportion of unissued authorized shares to issued shares to have an anti-takeover effect under certain circumstances, since the proportion allows for dilutive issuances which could prevent certain stockholders from changing the composition of the Board of Directors or render tender offers for a combination with another entity more difficult to successfully complete. The Board of Directors does not intend for the reverse stock split to have any anti-takeover effects.

Although we do not have any specific capital raising transaction planned, we expect to continue to explore opportunities to raise capital to fund our operations. The Board of Directors believes that the consummation of the proposed reverse stock split is essential to our ability to maintain the listing of the Common Stock, satisfy our obligations under the Notes and raise sufficient capital to satisfy our liquidity requirements. Nevertheless, such capital raising transactions are likely to include the issuance of shares of Common Stock and/or securities convertible, exchangeable or exercisable for shares of Common Stock at a discount to prevailing market prices. Such transactions are likely to result in substantial further dilution to current holders of shares of Common Stock and erosion of our stock price.

Principal Effects of the Reverse Stock Split

After the effective date of the proposed reverse stock split, each stockholder will own a reduced number of shares of Common Stock. Except to the extent that whole shares will be exchanged in lieu of fractional shares as described below, the proposed reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in us and proportionate voting rights and other rights and preferences of the holders of Common Stock will not be affected by the proposed reverse stock split. The number of stockholders of record also will not be affected by the proposed reverse stock split, except to the extent that whole shares will be exchanged in lieu of fractional shares as described below.

The following table contains approximate information relating to the Common Stock under the low end, high end and midpoint of the proposed range of reverse stock split ratios, without giving effect to any adjustments for fractional shares of Common Stock, as of November 23, 2018 (and without giving effect to the Authorized Share Increase):

We maintain a Stock Incentive Plan (the “Plan”) pursuant to which we have granted stock options and restricted shares that are presently outstanding, and additional equity incentive compensation awards may be granted in the future under the Plan. Pursuant to the terms of the Plan, the Board of Directors or a committee thereof, as applicable, will adjust the number of shares available for future grant under the Plan, the number of shares underlying outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued pursuant to the Plan to equitably reflect the effects of the reverse stock split.

In addition, proportionate adjustments will be made to the per share exercise price of all outstanding warrants to purchase shares of our Common Stock and to the conversion price of our shares of Preferred Stock, as well as to the numbers of each.

If the proposed reverse stock split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of Common Stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of Common Stock.

After the effective date of the reverse stock split, our Common Stock would have a new committee on uniform securities identification procedures (“CUSIP”) number, a number used to identify our Common Stock.

The Common Stock is currently registered under Section 12(b) of the Securities Exchange Act, and we are subject to the periodic reporting and other requirements of the Securities Exchange Act. The proposed reverse stock split will not affect the registration of the Common Stock under the Securities Exchange Act. Our Common Stock would continue to be reported on the OTCQB under the symbol “IGAP,” although the OTCQB will add the letter “D” to the end of the trading symbol for a period of twenty trading days after the effective date of the reverse stock split to indicate that the reverse stock split had occurred.

Effective Date

The proposed reverse stock split would become effective on the date of filing of a certificate of amendment to our amended and restated certificate of incorporation with the office of the Secretary of State of the State of Delaware. On the effective date, shares of Common Stock issued and outstanding and the shares of Common Stock held in treasury, in each case, immediately prior thereto will be combined and converted, automatically and without any action on the part of the stockholders, into new shares of Common Stock in accordance with the reverse stock split ratio determined by the Board of Directors within the limits set forth in this proposal.

Treatment of Fractional Shares

No fractional shares would be issued if, as a result of the reverse stock split, a registered stockholder would otherwise become entitled to a fractional share. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the reverse stock split will automatically be entitled to receive an additional share of Common Stock. In other words, any fractional share will be rounded up to the nearest whole number.

Record and Beneficial Stockholders

If the reverse stock split is authorized by the stockholders and the Board of Directors elects to implement the reverse stock split, stockholders of record holding some or all of their shares of our Common Stock electronically in book-entry form under the direct registration system for securities will receive a transaction statement at their address of record indicating the number of shares of our Common Stock they hold after the reverse stock split. Non-registered stockholders holding Common Stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the consolidation than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If the reverse stock split is authorized by the stockholders and the Board of Directors elects to implement the reverse stock split, stockholders of record holding some or all of their shares in certificate form will receive a letter of transmittal, as soon as practicable after the effective date of the reverse stock split. Our transfer agent will act as “exchange agent” for the purpose of implementing the exchange of stock certificates. Holders of pre-reverse stock split shares will be asked to surrender to the exchange agent certificates representing pre-reverse stock split shares in exchange for post-reverse stock split shares, including whole shares to be issued in lieu of fractional shares (if any) in accordance with the procedures to be set forth in the letter of transmittal. Until surrender, each certificate representing shares before the reverse stock split would continue to be valid and would represent the adjusted number of shares based on the exchange ratio of the reverse stock split rounded up to the nearest whole share. No new post-reverse stock split share certificates, including those representing whole shares to be issued in lieu of fractional shares, will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.

STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

Accounting Consequences

The par value per share of Common Stock would remain unchanged at $0.01 per share after the reverse stock split. As a result, on the effective date of the reverse stock split, the stated capital on our balance sheet attributable to the Common Stock will be reduced proportionally, based on the exchange ratio of the reverse stock split, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. Theper share Common Stock net income or loss and net book value will be increased because there will be fewer shares of Common Stock outstanding. The shares of Common Stock held in treasury will also be reduced proportionately based on the exchange ratio of the reverse stock split. We will reclassify prior period per share amounts and the Consolidated Statements of Stockholders’ Equity for the effect of the reverse stock split for any prior periods in our financial statements and reports such that prior periods are comparable to current period presentation. We do not anticipate that any other accounting consequences would arise as a result of the reverse stock split.

No Appraisal Rights

Our stockholders are not entitled to dissenters’ or appraisal rights under the Delaware General Corporation Law with respect to the proposed amendments to our amended and restated certificate of incorporation to allow for the reverse stock split and we will not independently provide the stockholders with any such right if the reverse stock split is implemented.

Certain Material U.S. Federal Income Tax Consequence of the Reverse Stock Split

The following is a summary of certain material United States federal income tax consequences of the reverse stock split to our stockholders who are United States holders, as defined below. This summary is general in nature and does not purport to be a complete discussion of all of the possible federal income tax consequences of the reverse stock split and is included for general information only. Further, it does not address any U.S. federal non-income, state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, real estate investment trusts, real estate mortgage investment conduits, foreign entities, nonresident alien individuals, broker-dealers, stockholders whose functional currency is not the U.S. dollar, partnerships (or other entities classified as partnership for U.S. federal income tax purposes, S corporations or other flow-through entities for U.S. federal income tax purposes, and tax-exempt entities. Other stockholders may also be subject to special tax rules, including but not limited to: stockholders that received Common Stock as compensation for services or pursuant to the exercise of an employee stock option, or stockholders who have held, or will hold, stock as part of a straddle, hedging constructive sale or conversion transaction for federal income tax purposes. This summary also assumes that you are a United States holder (defined below) who has held, and will hold, shares of Common Stock as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”), i.e., generally, property held for investment. Finally, the following discussion does not address the tax consequences of transactions occurring prior to or after the reverse stock split (whether or not such transactions are in connection with the reverse stock split), including, without limitation, the exercise of options or rights to purchase Common Stock in anticipation of the reverse stock split.

The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. You should consult with your own tax advisor with respect to the tax consequences of the reverse stock split. As used herein, the term United States holder means a stockholder that is, for federal income tax purposes: a citizen or resident of the United States; a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any state, including the District of Columbia; an estate the income of which is subject to federal income tax regardless of its source; or a trust that (i) is subject to the primary supervision of a U.S. court and of which one or more “U.S. persons” (as defined in the Code) has the authority to control all substantial decisions, or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The following discussion is based on the Code, applicable Treasury Regulations promulgated thereunder, judicial authority and administrative rulings and practice, all as of the date hereof, all of which are subject to change, potentially with retroactive effect which could adversely affect the accuracy of the statements and conclusions set forth herein. No ruling from the Internal Revenue Service or opinion of counsel has been obtained in connection with the reverse stock split, and there can be no assurance that the Internal Revenue Service would not take a position contrary to that discussed herein, nor that such contrary position would not be sustained.

Other than in respect of a fractional share that is rounded up to a full share, no gain or loss should be recognized by a United States holder upon such stockholder’s exchange of pre-reverse stock split shares of Common Stock for post-reverse stock split shares of Common Stock pursuant to the reverse stock split. The aggregate tax basis of the post-reverse stock split shares received in the reverse stock split (including any whole share received in exchange for a fractional share) will be the same as the stockholder’s aggregate tax basis in the pre-reverse stock split shares exchanged therefore. The United States holder’s holding period for the post-reverse stock split shares will include the period during which the stockholder held the pre-reverse stock split shares surrendered in the reverse stock split. Although the matter is not clear, it is possible that United States holders whose fractional shares resulting from the reverse stock split are rounded up to the nearest whole share will recognize gain, which may be characterized as either a capital gain or as a dividend, to the extent of the value of such rounded-up amount (i.e., less than one share).

No gain or loss will be recognized by us as a result of the reverse stock split.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Required Consent and Recommendation of the Board of Directors

Approval of this proposal requires the affirmative consent of the holders of a majority of our issued and outstanding shares of common stock on the Record Date.

Abstentions will be counted for the purposes of determining the presence or absence of a quorum. Abstentions will have the effect of a vote AGAINST the proposal. A failure to vote by not returning a signed consent card will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSAL.

PROPOSAL NO. 2:

The Board of Directors has approved a proposal to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 40 million to 200 million. The proposed amendment would replace first paragraph of Article IV of the Certificate of Incorporation with the following language:

“The total number of shares of common stock which the Corporation is authorized to issue is 200,000,000 shares, par value $0.001 per share (“Common Stock”), and the total number of shares of preferred stock which the Corporation is authorized to issue is 10,000,000 shares, par value $0.001 per share.

The Board of Directors believes it is in the best interest of the Company to increase the number of authorized shares of Common Stock in order to give the Company greater flexibility in considering and planning for future corporate needs, including, but not limited to, stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic transactions, including mergers, acquisitions, and business combinations, as well as other general corporate transactions. The Board of Directors believes that additional authorized shares of Common Stock will enable the Company to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to the Company without the delay and expense associated with convening a special meeting of the Company’s stockholders.

Other than as described below in Proposals 7, 8 and 9, with regard to the Company’s proposed forced conversion of all of its outstanding preferred stock and resulting warrant issuances and completion of its D Round private placement, the Company has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional shares of Common Stock that will result from the Company’s adoption of the proposed amendment. Except as otherwise required by law or by regulation, the newly authorized shares of Common Stock will be available for issuance at the discretion of the Board of Directors (without further action by the stockholders) for various future corporate needs, including those outlined above. While adoption of the proposed amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders, any future issuance of additional authorized shares of the Company’s Common Stock may, among other things, dilute the earnings per share of the Common Stock and the equity and voting rights of those holding Common Stock at the time the additional shares are issued.

In addition to the corporate purposes mentioned above, an increase in the number of authorized shares of the Company’s Common Stock may make it more difficult to, or discourage an attempt to, obtain control of the Company by means of a takeover bid that the Board of Directors determines is not in the best interest of the Company and its stockholders. However, the Board of Directors does not intend or view the proposed increase in the number of authorized shares of the Company’s Common Stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the Company.

Any newly authorized shares of the Company’s Common Stock will be identical to the shares of Common Stock now authorized and outstanding. The proposed amendment will not affect the rights of current holders of the Company’s Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

The Board of Directors unanimously recommends a vote FOR the proposed amendment to increase the number of authorized shares of the Company’s Common Stock from 40 million to 200 million.

PROPOSAL NO. 3:

Our Bylaws provide that the Board of Directors shall consist of not less than one and not more than fifteen members unless changed by a duly adopted amendment to the articles of incorporation or by an amendment to the Bylaws adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. Our Board of Directors has six members. All directors have been nominated for re-election at the Annual Meeting, except for Mr. Graham, who resigned as of October 31, 2018 (and Mr. Podwalski, who has been appointed to replace him as of that date, will be standing for re-election in his stead) and Leslie Seff, who has decided to not stand for reelection. Those individuals are Angela Strand, Robert Fischell, Revan Schwartz, JD, Michael Hauck and David Podwalski.

For information about each of the nominees and our Board generally, please see “Management” beginning on page 37. If elected, the nominees will hold office until the next annual meeting and until a respective successor is elected and has been qualified, or until such director resigns or is removed from office. Management expects that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, your proxy will be voted for the election of another nominee to be designated by the available members of our Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED “FOR” ALL OF THE NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST, BY THE HOLDERS OF COMMON STOCK PRESENT IN PERSON OR BY PROXY, ENTITLED TO VOTE AT THE ANNUAL MEETING IS REQUIRED FOR THE ELECTION OF THE NOMINEES.

PROPOSAL NO. 4:

The Audit Committee of the Board of Directors annually considers and selects our independent registered public accountants. The Board has selected Fahn Kanne to act as our independent registered public accountants for fiscal 2018.

Stockholder ratification of Fahn Kanne as our independent registered public accountants is not required by our Bylaws, or otherwise. However, we are submitting the selection of Fahn Kanne to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection of Fahn Kanne as our independent registered public accountants, the Board will reconsider the selection of such independent registered public accountants. Even if the selection is ratified, the Board may, in its discretion, direct the appointment of a different independent registered public accountant at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders. Representatives of Fahn Kanne are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF FAHN KANNE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED “FOR” THE RATIFICATION OF THE APPOINTMENT OF FAHN KANNE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST, BY THE HOLDERS OF COMMON STOCK PRESENT IN PERSON OR BY PROXY, ENTITLED TO VOTE AT THE ANNUAL MEETING AT WHICH A QUORUM IS PRESENT IS REQUIRED TO SUPPORT THE PROPOSAL.

PROPOSAL NO. 5:

Section 14A of the Securities Exchange Act of 1934 requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, at least once every three years, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission.

The primary goals of our policy of executive compensation are to attract and retain the most talented and dedicated executives possible, to assure that our executives are compensated effectively in a manner consistent with our strategy and competitive practice, and to align executive compensation with the achievement of our short and long-term business objectives. We believe that, as a result, our executive compensation policies are aligned with the long-term interests of our stockholders.

This vote is advisory, which means that the vote on executive compensation is not binding on us or our Board of Directors. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers, as described in this Proxy Statement.

We ask our stockholders to vote for the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders pursuant to Item 402(m) through (q) of Regulation S-K, including the Summary Compensation Table and the other related tables and disclosure.”

This vote is advisory and therefore not binding on us, our Compensation Committee or our Board of Directors. However, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL

PROPOSAL NO. 6:

Once preferred stock has been issued, regardless of whether it was created by a stockholder-approved amendment to the certificate of incorporation or by the board of directors in a certificate of designation pursuant to blank check authority, the terms of that series of preferred stock can only be altered by amending the certificate of incorporation under Section 242 of the Delaware General Corporation Law, as amended, which requires the approval of all stockholders entitled to vote generally, including the common stockholders. However, a corporation can provide in the certificate of incorporation that common stockholders are not entitled to vote on any amendment to the certificate of incorporation that relates solely to the terms of one or more series of preferred stock, if the holder of such affected series is entitled to vote on the amendment. As a result, if the parties want to retain the flexibility to seek to change the terms of preferred stock without having to obtain the consent of the common stockholders, they must include a provision to that effect in the certificate of incorporation.

Thus, our Board of Directors has approved an amendment to ARTICLE IV of our Certificate of Incorporation as follows:

ARTICLE IV of the Certificate of Incorporation is hereby amended by inserting the following language at the end thereof:

“The holders of the majority of the then outstanding shares of any series of preferred stock designated hereunder may amend any provision of the Certificate of Designations, Rights and Preferences (or similar instrument which sets for the powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof) without any vote by, consent or approval of the common stockholders of this Corporation.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL

MATTER TO BE VOTED UPON BY HOLDERS OF OUR HOLDERS OF COMMON STOCK GENERALLY AND SERIES A PREFERRED STOCKHOLDERS AS A CLASS

Under Delaware law, unless the Certificate of Designation, Rights and Preferences of a series of preferred stock states otherwise, an amendment to the provisions of such certificate of designation is considered to be an amendment to the corporation’s certificate of incorporation. Under Section 242 of the Delaware Corporation Law, as amended, an amendment of a corporation’s certificate of incorporation requires the approval of the majority of the shares of the corporation’s issued and outstanding common stock, including all holders of preferred stock entitled to vote on an as converted basis (the approval of all stockholders entitled to vote generally). Further, under Section 4 of the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock (the “Series A Certificate of Designation”), the Series A Certificate of Designation may not be amended without the approval of the holders of a majority of the then outstanding shares of Series A Preferred Stock. Thus, any amendment to the Series A Certificate of Designation must be approved by both the majority of all shares of stock entitled to generally vote and a majority of all shares of Series A Preferred Stock.

PROPOSAL NO. 7:

To amend the Series A Certificate of Designation by replacing Section 8 in its entirety with a forced conversion at the sole discretion of the Corporation.

The Corporation currently has outstanding three series of preferred stock. Each has different designations, rights and preferences. The existence of the preferred stock complicates the Company’s capital structure and causes undue confusion for shareholders. The Company’s ability to seek new investors and capital with which to operate has also been hampered by the continued existence of this preferred stock. Thus, the Company’s board of directors feels it is in the Company’s best interests to retire all three series. The holders thereof are willing to forego the protective provisions of the preferred stock and instead have common stock so long as the conversion price is at a lower ratio to more closely match current market conditions. The Board of Directors has determined that the lower of $1.00 and the volume average weighted price of the Company’s common stock on the forty five (45) trading days prior to the date of conversion is a reasonable conversion price for the Series A preferred stock, for which it intends to force conversions, as soon as practicable upon approval of this amendment by its shareholders.

The purchase price for common stock issued by the Company in a series of private placement transactions since December 1, 2017 in an amount of $5,854,000 and the remaining $4,146,000 intended to be sold in connection therewith (known as the “D Round” will be reset to reflect the Forced Conversion Price. As a result for each share of stock sold in the D Round, additional shares of common stock will be issued to the purchaser in an amount equal to the number of shares required so that the average per share price is reduced from $4.50 to the per share Forced Conversion Price, less the one (1) share already issued (for example of the Forced Conversion Price is $0.50, then the holder will be issued an additional eight (8) shares of common stock). For each unit purchased by a shareholder of the Corporation in each of the rounds in which Series A preferred stock was issued (the “A Round”, in which Series B preferred stock was issued (the “B Round”, in which Series C preferred stock was issued (the “C Round”) and in the D Round, the warrants issued with respect to that unit (i.e.: for the A Round, the A Warrants, for the B Round, the B-1 and B-2 Warrants, for the C Round, the C-1 and C-2 Warrants and for the D Round, the D-1, D-2 and D-3 Warrants), shall be cancelled, and instead the investor will receive per unit, three warrants, one with an exercise price of $1.80, one with an exercise price of $3.60 and one with an exercise price of $5.40, which warrants will otherwise contain the same terms and conditions as the warrants issued in the D Round. However no other additional warrants will be issued (i.e.: there will be no “refill” of the number of warrants as a result of the effectively lowered exercise prices). Furthermore, in the future, the Company may issue equity or debt securities at prices lower than the Forced Conversion Price, and such issuances will not result in anti-dilution resets or most favored nations treatment for existing holders of Series A, B and C preferred stock or common stock in the D Round. Thus, even despite the reset to the Forced Conversion Price, it is possible that the holders of the preferred stock and common stock in the D Round may experience significant dilution in the future from which they will have no contractual protection.

The effect of the Forced Conversion Price will significantly increase the number of shares issued and outstanding of the Company and will cause dilution to shareholders. Below is a table which sets for the number of outstanding shares at three different Forced Conversion Prices; $0.50, $0.75 and $1.00.

Thus, our Board of Directors has approved an amendment to Section 8 of our Series A Certificate of Designation as follows:

Section 8 of the Corporation’s Certificate of Designations, Preferences and Rights of the Series A Preferred Stock is hereby amended by replacing it in its entirety with the following:

“ Section 8 . Forced Conversion .

(a) Notwithstanding anything to the contrary in this Certificate of Designation, no later than the close of business on the second business day following the date upon which the shareholders of the Corporation approve this Section 8, the Corporation shall deliver a written notice to all Holders (a “ Forced Conversion Notice ” and the date such notice is delivered to all Holders, the “ Forced Conversion Notice Date ”) to cause each Holder to convert all or part of such Holder’s Preferred Stock (as specified in such Forced Conversion Notice), plus all accrued but unpaid dividends thereon (and waives any rights to receive cash dividends under Section 3 hereof) pursuant to Section 6 , it being agreed that the “Conversion Date” for purposes of Section 6 shall be deemed to occur on the third (3rd) Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “ Forced Conversion Date ”). Any Forced Conversion Notices shall be applied ratably to all of the Holders based on each Holder’s initial purchases of Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all shares of the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 6 other than the Beneficial Ownership Limitation contained in Section 6(d) , including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. The Conversion Price for any Forced Conversion shall be the lower of $1.00 and the volume average weighted price of a share of the Corporation’s common stock on the 45 trading days prior to the date of conversion.

(b) All shares to be issued in a Forced Conversion shall be released on a monthly basis on the monthly anniversary of the date of Forced Conversion, commencing on the six (6) month anniversary of the date of Forced Conversion, in amounts (“Release Amount”) equal to the greater of five percent (5%) of all shares issuable upon a Forced Conversion of all then outstanding shares of preferred stock of the Corporation or fifteen percent (15%) of the aggregate volume of sales of the Corporation’s common stock on the OTCQB for the twenty two (22) trading days prior to each date of release under this paragraph (b) (“Lookback Period”). The Release Amount shall be increased proportionately by the amount during the applicable Lookback Period by which the volume weighted average price (“VWAP”) of the Corporation’s common stock during the Lookback Period equals or exceeds two hundred percent (200%) of the conversion price for the preferred stock of the Corporation. (For example, if the Forced Conversion Price is $.50, and the VWAP during the Lookback Period is $1.50, then the 5% and 15% amounts would be increased by multiplying them by 150% (i.e. $1.50 / $1). If the VWAP during the lookback period is $2.50 than the 5% and 15% amounts would be multiplied by 250%.) At any point the frequency and amount of releases hereunder may be increased by the Corporation’s Board of Directors.

(c) The Corporation shall file a registration statement for resale of the shares issued under any and all Forced Conversions for all shares of preferred stock of the Corporation, with any cutbacks pursuant to Rule 415 or otherwise required by the Securities Exchange Commission, to be applied pro rata against all then outstanding Forced Conversion Shares owned by the holders thereof. With respect to any Shares subject to a cutback, further registration statements shall be filed as permitted by the United Securities and Exchange Commission.

(d) The holders of the Preferred Stock waive any rights for “most favored nation” status and any anti-dilution protection on any equity issuances issued prior to the date of this Amendment or subsequent to the date of this Amendment, and also consent to the issuance of other securities by this Corporation at or below the Forced Conversion Price as well as the reset of the exercise and/or conversion price of other securities previously issued by this Corporation.

(e) The holders agree that for purposes of this Section 8 the percentage for the Beneficial Ownership Limitation is hereby increased to 9.99% and that the holders may also waive the Beneficial Ownership Limitation in order to comply with the Forced Conversion; provided, however, that in the event the holder determines to not waive under this subparagraph (e), a Forced Conversion with respect to its shares of Preferred Stock will only be effected up to the Beneficial Ownership Limitation, and any shares of Preferred Stock not initially converted, shall be converted as a Forced Conversion as the holder’s beneficial ownership of the Corporation’s equity securities falls below the Beneficial Ownership Limitation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

MATTERS TO BE VOTED UPON BY HOLDERS OF SERIES B PREFERRED STOCK

Under Delaware law, unless the Certificate of Designation, Rights and Preferences of a series of preferred stock states otherwise, an amendment to the provisions of such certificate of designation is considered to be an amendment to the corporation’s certificate of incorporation. Under Section 242 of the Delaware Corporation Law, as amended, an amendment of a corporation’s certificate of incorporation requires the approval of the majority of the shares of the corporation’s issued and outstanding common stock, including all holders of preferred stock entitled to vote on an as converted basis (the approval of all stockholders entitled to vote generally). Further, under Section 4 of the Certificate of Designations, Preferences and Rights of the Series B Preferred Stock (the “Series B Certificate of Designation”), the Series B Certificate of Designation may not be amended without the approval of the holders of a majority of the then outstanding shares of Series B Preferred Stock. Thus, any amendment to the Series B Certificate of Designation must be approved by both the majority of all shares of stock entitled to generally vote and a majority of all shares of Series B Preferred Stock.

PROPOSAL NO. 8

To amend the Series B Certificate of Designation by replacing Section 8 in its entirety with a forced conversion at the sole discretion of the Corporation.

The Corporation currently has outstanding three series of preferred stock. Each has different designations, rights and preferences. The existence of the preferred stock complicates the Company’s capital structure and causes undue confusion for shareholders. The Company’s ability to seek new investors and capital with which to operate has also been hampered by the continued existence of this preferred stock. Thus, the Company’s board of directors feels it is in the Company’s best interests to retire all three series. The holders thereof are willing to forego the protective provisions of the preferred stock and instead have common stock so long as the conversion price is at a lower ratio to more closely match current market conditions. The Board of Directors has determined that the lower of $1.00 and the volume average weighted price of the Company’s common stock on the forty five (45) trading days prior to the date of conversion is a reasonable conversion price for the Series B preferred stock, for which it intends to force conversions, as soon as practicable upon approval of this amendment by its shareholders.

The purchase price for common stock issued by the Company in a series of private placement transactions since December 1, 2017 in an amount of $5,854,000 and the remaining $4,146,000 intended to be sold in connection therewith (known as the “D Round” will be reset to reflect the Forced Conversion Price. As a result for each share of stock sold in the D Round, additional shares of common stock will be issued to the purchaser in an amount equal to the number of shares required so that the average per share price is reduced from $4.50 to the per share Forced Conversion Price, less the one (1) share already issued (for example of the Forced Conversion Price is $0.50, then the holder will be issued an additional eight (8) shares of common stock). For each unit purchased by a shareholder of the Corporation in each of the A Round, B Round, C Round and D Round, the warrants issued with respect to that unit (i.e.: for the A Round, the A Warrants, for the B Round, the B-1 and B-2 Warrants, for the C Round, the C-1 and C-2 Warrants and for the D Round, the D-1, D-2 and D-3 Warrants), shall be cancelled, and instead the investor will receive per unit, three warrants, one with an exercise price of $1.80, one with an exercise price of $3.60 and one with an exercise price of $5.40, which warrants will otherwise contain the same terms and conditions as the warrants issued in the D Round. However no other additional warrants will be issued (i.e.: there will be no “refill” of the number of warrants as a result of the effectively lowered exercise prices). Furthermore, in the future, the Company may issue equity or debt securities at prices lower than the Forced Conversion Price, and such issuances will not result in anti-dilution resets or most favored nation treatment for existing holders of Series A, B and C preferred stock or common stock in the D Round. Thus, even despite the reset to the Forced Conversion Price, it is possible that the holders of the preferred stock and common stock in the D Round may experience significant dilution in the future from which they will have no contractual protection.

The effect of the Forced Conversion Price will significantly increase the number of shares issued and outstanding of the Company and will cause dilution to shareholders. Below is a table which sets for the number of outstanding shares at three different Forced Conversion Prices; $0.50, $0.75 and $1.00.

Thus, our Board of Directors has approved an amendment to Section 8 of our Series B Certificate of Designation as follows:

Section 8 of the Corporation’s Certificate of Designations, Preferences and Rights of the Series B Preferred Stock is hereby amended by replacing it in its entirety with the following:

“ Section 8 . Forced Conversion .

(a) Notwithstanding anything to the contrary in this Certificate of Designation, no later than the close of business on the second business day following the date upon which the shareholders of the Corporation approve this Section 8, the Corporation shall deliver a written notice to all Holders (a “ Forced Conversion Notice ” and the date such notice is delivered to all Holders, the “ Forced Conversion Notice Date ”) to cause each Holder to convert all or part of such Holder’s Preferred Stock (as specified in such Forced Conversion Notice), plus all accrued but unpaid dividends thereon (and waives any rights to receive cash dividends under Section 3 hereof) pursuant to Section 6 , it being agreed that the “Conversion Date” for purposes of Section 6 shall be deemed to occur on the third (3rd) Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “ Forced Conversion Date ”). Any Forced Conversion Notices shall be applied ratably to all of the Holders based on each Holder’s initial purchases of Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all shares of the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 6 other than the Beneficial Ownership Limitation contained in Section 6(d) , including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. The Conversion Price for any Forced Conversion shall be the lower of $1.00 and the volume average weighted price of a share of the Corporation’s common stock on the 45 trading days prior to the date of conversion.

(b) All shares to be issued in a Forced Conversion shall be released on a monthly basis on the monthly anniversary of the date of Forced Conversion, commencing on the six (6) month anniversary of the date of Forced Conversion, in amounts (“Release Amount”) equal to the greater of five percent (5%) of all shares issuable upon a Forced Conversion of all then outstanding shares of preferred stock of the Corporation or fifteen percent (15%) of the aggregate volume of sales of the Corporation’s common stock on the OTCQB for the twenty two (22) trading days prior to each date of release under this paragraph (b) (“Lookback Period”). The Release Amount shall be increased proportionately by the amount during the applicable Lookback Period by which the volume weighted average price (“VWAP”) of the Corporation’s common stock during the Lookback Period equals or exceeds two hundred percent (200%) of the conversion price for the preferred stock of the Corporation. (For example, if the Forced Conversion Price is $.50, and the VWAP during the Lookback Period is $1.50, then the 5% and 15% amounts would be increased by multiplying them by 150% (i.e. $1.50 / $1). If the VWAP during the lookback period is $2.50 than the 5% and 15% amounts would be multiplied by 250%.) At any point the frequency and amount of releases hereunder may be increased by the Corporation’s Board of Directors.

(c) The Corporation shall file a registration statement for resale of the shares issued under any and all Forced Conversions for all shares of preferred stock of the Corporation, with any cutbacks pursuant to Rule 415 or otherwise required by the Securities Exchange Commission, to be applied pro rata against all then outstanding Forced Conversion Shares owned by the holders thereof. With respect to any Shares subject to a cutback, further registration statements shall be filed as permitted by the United Securities and Exchange Commission.

(d) The holders of the Preferred Stock waive any rights for “most favored nation” status and any anti-dilution protection on any equity issuances issued prior to the date of this Amendment or subsequent to the date of this Amendment, and also consent to the issuance of other securities by this Corporation at or below the Forced Conversion Price as well as the reset of the exercise and/or conversion price of other securities previously issued by this Corporation.

(e) The holders agree that for purposes of this Section 8 the percentage for the Beneficial Ownership Limitation is hereby increased to 9.99% and that the holders may also waive the Beneficial Ownership Limitation in order to comply with the Forced Conversion; provided, however, that in the event the holder determines to not waive under this subparagraph (e), a Forced Conversion with respect to its shares of Preferred Stock will only be effected up to the Beneficial Ownership Limitation, and any shares of Preferred Stock not initially converted, shall be converted as a Forced Conversion as the holder’s beneficial ownership of the Corporation’s equity securities falls below the Beneficial Ownership Limitation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

MATTERS TO BE VOTED UPON BY HOLDERS OF SERIES C PREFERRED STOCK

Under Delaware law, unless the Certificate of Designation, Rights and Preferences of a series of preferred stock states otherwise, an amendment to the provisions of such certificate of designation is considered to be an amendment to the corporation’s certificate of incorporation. Under Section 242 of the Delaware Corporation Law, as amended, an amendment of a corporation’s certificate of incorporation requires the approval of the majority of the shares of the corporation’s issued and outstanding common stock, including all holders of preferred stock entitled to vote on an as converted basis (the approval of all stockholders entitled to vote generally). Further, under Section 4 of the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock (the “Series C Certificate of Designation”), the Series C Certificate of Designation may not be amended without the approval of the holders of a majority of the then outstanding shares of Series C Preferred Stock. Thus, any amendment to the Series C Certificate of Designation must be approved by both the majority of all shares of stock entitled to generally vote and a majority of all shares of Series C Preferred Stock.

PROPOSAL NO. 9:

To amend the Series C Certificate of Designation by replacing Section 8 in its entirety with a forced conversion at the sole discretion of the Corporation.

The Corporation currently has outstanding three series of preferred stock. Each has different designations, rights and preferences. The existence of the preferred stock complicates the Company’s capital structure and causes undue confusion for shareholders. The Company’s ability to seek new investors and capital with which to operate has also been hampered by the continued existence of this preferred stock. Thus, the Company’s board of directors feels it is in the Company’s best interests to retire all three series. The holders thereof are willing to forego the protective provisions of the preferred stock and instead have common stock so long as the conversion price is at a lower ratio to more closely match current market conditions. The Board of Directors has determined that the lower of $1.00 and the volume average weighted price of the Company’s common stock on the forty five (45) trading days prior to the date of conversion is a reasonable conversion price for the Series C preferred stock, for which it intends to force conversions, as soon as practicable upon approval of this amendment by its shareholders.

The purchase price for common stock issued by the Company in a series of private placement transactions since December 1, 2017 in an amount of $5,854,000 and the remaining $4,146,000 intended to be sold in connection therewith (known as the “D Round” will be reset to reflect the Forced Conversion Price. As a result for each share of stock sold in the D Round, additional shares of common stock will be issued to the purchaser in an amount equal to the number of shares required so that the average per share price is reduced from $4.50 to the per share Forced Conversion Price, less the one (1) share already issued (for example of the Forced Conversion Price is $0.50, then the holder will be issued an additional eight (8) shares of common stock). For each unit purchased by a shareholder of the Corporation in each of the A Round, B Round, C Round and D Round, the warrants issued with respect to that unit (i.e.: for the A Round, the A Warrants, for the B Round, the B-1 and B-2 Warrants, for the C Round, the C-1 and C-2 Warrants and for the D Round, the D-1, D-2 and D-3 Warrants), shall be cancelled, and instead the investor will receive per unit, three warrants, one with an exercise price of $1.80, one with an exercise price of $3.60 and one with an exercise price of $5.40, which warrants will otherwise contain the same terms and conditions as the warrants issued in the D Round. However no other additional warrants will be issued (i.e.: there will be no “refill” of the number of warrants as a result of the effectively lowered exercise prices). Furthermore, in the future, the Company may issue equity or debt securities at prices lower than the Forced Conversion Price, and such issuances will not result in anti-dilution resets or most favored nations treatment for existing holders of Series A, B and C preferred stock or common stock in the D Round. Thus, even despite the reset to the Forced Conversion Price, it is possible that the holders of the preferred stock and common stock in the D Round may experience significant dilution in the future from which they will have no contractual protection.

The effect of the Forced Conversion Price will significantly increase the number of shares issued and outstanding of the Company and will cause dilution to shareholders. Below is a table which sets for the number of outstanding shares at three different Forced Conversion Prices; $0.50, $0.75 and $1.00.

Thus, our Board of Directors has approved an amendment to Section 8 of our Series C Certificate of Designation as follows:

Section 8 of the Corporation’s Certificate of Designations, Preferences and Rights of the Series A Preferred Stock is hereby amended by replacing it in its entirety with the following:

“ Section 8 . Forced Conversion .

(a) Notwithstanding anything to the contrary in this Certificate of Designation, no later than the close of business on the second business day following the date upon which the shareholders of the Corporation approve this Section 8, the Corporation shall deliver a written notice to all Holders (a “ Forced Conversion Notice ” and the date such notice is delivered to all Holders, the “ Forced Conversion Notice Date ”) to cause each Holder to convert all or part of such Holder’s Preferred Stock (as specified in such Forced Conversion Notice), plus all accrued but unpaid dividends thereon (and waives any rights to receive cash dividends under Section 3 hereof) pursuant to Section 6 , it being agreed that the “Conversion Date” for purposes of Section 6 shall be deemed to occur on the third (3rd) Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “ Forced Conversion Date ”). Any Forced Conversion Notices shall be applied ratably to all of the Holders based on each Holder’s initial purchases of Preferred Stock hereunder, provided that any voluntary conversions by a Holder shall be applied against such Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if less than all shares of the Preferred Stock are forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 6 other than the Beneficial Ownership Limitation contained in Section 6(d) , including, without limitation, the provisions requiring payment of liquidated damages and limitations on conversions. The Conversion Price for any Forced Conversion shall be the lower of $1.00 and the volume average weighted price of a share of the Corporation’s common stock on the 45 trading days prior to the date of conversion is a reasonable.

(b) All shares to be issued in a Forced Conversion shall be released on a monthly basis on the monthly anniversary of the date of Forced Conversion, commencing on the six (6) month anniversary of the date of Forced Conversion, in amounts (“Release Amount”) equal to the greater of five percent (5%) of all shares issuable upon a Forced Conversion of all then outstanding shares of preferred stock of the Corporation or fifteen percent (15%) of the aggregate volume of sales of the Corporation’s common stock on the OTCQB for the twenty two (22) trading days prior to each date of release under this paragraph (b) (“Lookback Period”). The Release Amount shall be increased proportionately by the amount during the applicable Lookback Period by which the volume weighted average price (“VWAP”) of the Corporation’s common stock during the Lookback Period equals or exceeds two hundred percent (200%) of the conversion price for the preferred stock of the Corporation. (For example, if the Forced Conversion Price is $.50, and the VWAP during the Lookback Period is $1.50, then the 5% and 15% amounts would be increased by multiplying them by 150% (i.e. $1.50 / $1). If the VWAP during the lookback period is $2.50 than the 5% and 15% amounts would be multiplied by 250%.) At any point the frequency and amount of releases hereunder may be increased by the Corporation’s Board of Directors.

(c) The Corporation shall file a registration statement for resale of the shares issued under any and all Forced Conversions for all shares of preferred stock of the Corporation, with any cutbacks pursuant to Rule 415 or otherwise required by the Securities Exchange Commission, to be applied pro rata against all then outstanding Forced Conversion Shares owned by the holders thereof. With respect to any Shares subject to a cutback, further registration statements shall be filed as permitted by the United Securities and Exchange Commission.

(d) The holders of the Preferred Stock waive any rights for “most favored nation” status and any anti-dilution protection on any equity issuances issued prior to the date of this Amendment or subsequent to the date of this Amendment, and also consent to the issuance of other securities by this Corporation at or below the Forced Conversion Price as well as the reset of the exercise and/or conversion price of other securities previously issued by this Corporation.

(e) The holders agree that for purposes of this Section 8 the percentage for the Beneficial Ownership Limitation is hereby increased to 9.99% and that the holders may also waive the Beneficial Ownership Limitation in order to comply with the Forced Conversion; provided, however, that in the event the holder determines to not waive under this subparagraph (e), a Forced Conversion with respect to its shares of Preferred Stock will only be effected up to the Beneficial Ownership Limitation, and any shares of Preferred Stock not initially converted, shall be converted as a Forced Conversion as the holder’s beneficial ownership of the Corporation’s equity securities falls below the Beneficial Ownership Limitation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.