UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
Check the appropriate box:
| ☐ |
Preliminary Information Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☒ |
Definitive Information Statement |
GROM SOCIAL ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☐ |
Fee computed on table below per Exchange Act Rules 14c-5(g) |
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
| ☐ |
Fee paid previously with preliminary materials. |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule, or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
2060 NW Boca Raton Blvd., Suite #6
Boca Raton, FL 33431
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
AND INFORMATION STATEMENT
December 1,
2023
Dear Shareholders:
The enclosed Information Statement is being furnished
to the holders of record of the shares of the common stock, with a par value of $0.001 per share (the “Common Stock”), and
Series C 8% convertible preferred stock, with a par value of $0.001 per share (the “Series C Stock”), of Grom Social Enterprises,
Inc., a Florida corporation (the “Company”), as of the close of business on the record date, November 8, 2023 (the “Record
Date”). The purpose of this Information Statement is to notify our shareholders that on November 20, 2023, the Company received
a written consent in lieu of a meeting (the “Board Consent”) from the members of the board of directors of the Company (the
“Board”) and on November 21, 2023, the Company received a written consent in lieu of a meeting from the holders of approximately
77% of the voting stock (the “Consenting Shareholders”) of the Company (the “Shareholder Consent”, and together
with the Board Consent, the “Written Consents”).
On November 9, 2023, the Company entered into
a Securities Purchase Agreement (as amended on November 20, 2023, the “SPA”) with Generating Alpha Ltd., a Saint Kitts and
Nevis Corporation (the “Investor”) pursuant to which the Company has agreed to sell two convertible promissory notes of the
Company (each, a “Note” and collectively, the “Notes”), with each Note having an initial principal amount of $4,000,000,
for a price of $3,640,000 per Note. In connection with the purchase and sale of the Notes, the Company has agreed to issue to the Investor
warrants (each, a “Warrant” and collectively, the “Warrants”) to acquire a total of 3,028,146 shares of the Common
Stock (the issuance of the Warrants together with the purchase and sale of the Notes, the “Transactions”).
The Written Consents approved the SPA and the
Transactions.
You are urged to read this Information Statement
in its entirety for a description of the actions taken by the Consenting Shareholders of the Company. The actions will become effective
on a date that is not earlier than twenty (20) calendar days after this Information Statement is first mailed to our shareholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The enclosed
Information Statement is being furnished to you to inform you that the foregoing actions have been approved by the Consenting Shareholders.
Because the Consenting Shareholders have voted in favor of the foregoing actions, and have sufficient voting power to approve such actions,
no other shareholder consents will be solicited in connection with the transactions described in this Information Statement. The Board
is not soliciting your proxy, and proxies are not requested from shareholders.
This Information Statement is being mailed on
or about December 1, 2023 to shareholders of record on the Record Date.
| |
Sincerely, |
| |
|
| |
/s/ Darren Marks |
| |
Darren Marks |
| |
Chief Executive Officer |
2060 NW Boca Raton Blvd., Suite #6
Boca Raton, Florida 33431
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
_____________________________________
NO VOTE OR OTHER ACTION OF THE COMPANY’S
SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The enclosed Information Statement is being furnished
to the holders of record of the shares of the common stock, with a par value of $0.001 per share (the “Common Stock”), and
Series C 8% convertible preferred stock, with a par value of $0.001 per share (the “Series C Stock”), of Grom Social Enterprises,
Inc., a Florida corporation (the “Company”), as of the close of business on the record date, November 8, 2023 (the “Record
Date”). The purpose of this Information Statement is to notify our shareholders that on November 20, 2023, the Company received
a written consent in lieu of a meeting (the “Board Consent”) from the members of the board of directors of the Company (the
“Board”) and on November 21, 2023, the Company received a written consent in lieu of a meeting from the holders of approximately
77% of the voting stock (the “Consenting Shareholders”) of the Company (the “Shareholder Consent”, and together
with the Board Consent, the “Written Consents”).
On November 9, 2023, the Company entered into
a Securities Purchase Agreement (as amended on November 20, 2023, the “SPA”) with Generating Alpha Ltd., a Saint Kitts and
Nevis Corporation (the “Investor”) pursuant to which the Company has agreed to sell two convertible promissory notes of the
Company (each, a “Note” and collectively, the “Notes”), with each Note having an initial principal amount of $4,000,000,
for a price of $3,640,000 per Note. In connection with the purchase and sale of the Notes, the Company has agreed to issue to the Investor
warrants (each, a “Warrant” and collectively, the “Warrants”) to acquire a total of 3,028,146 shares of the Common
Stock (the issuance of the Warrants together with the purchase and sale of the Notes, the “Transactions”).
The Written Consents approved the SPA and the
Transactions.
The actions will become effective on a date that
is not earlier than twenty (20) calendar days after this Information Statement is first mailed to our shareholders.
Because the Consenting Shareholders have voted
in favor of the foregoing actions, and have sufficient voting power to approve such actions, no other shareholder consents will be solicited
in connection with the transactions described in this Information Statement. The Board is not soliciting proxies in connection with the
adoption of these actions, and proxies are not requested from shareholders.
In accordance with our bylaws, our Board has fixed
the close of business on November 8, 2023 as the record date for determining the shareholders entitled to notice of the above noted actions.
This Information Statement is being mailed on or about December 1, 2023 to shareholders of record on the Record Date.
Under Florida law, shareholders have no appraisal
or dissenters’ rights in connection with the matters described in this Information Statement and we will not independently provide
our shareholders with any such right.
VOTE REQUIRED; MANNER OF APPROVAL
Approval to authorize the Board to implement the
SPA and the Transactions requires the affirmative vote of the holders of a majority of the voting power of the Company. In accordance
with the Company’s bylaws, the Board has fixed November 8, 2023, as the Record Date for determining the shareholders entitled to
vote or give written consent.
As of the Record Date, there were (i) 1,967,829
shares of Common Stock outstanding, with each share of Common Stock entitled to one vote, (ii) no shares of Series A preferred stock and
Series B preferred stock outstanding, and (iii) 9,281,809 shares of Series C Stock outstanding. The holders of Series C Stock vote together
as a single class with the holders of the Common Stock and the holders of any other class or series of shares entitled to vote with the
Common Stock. Darren Marks, Chief Executive Officer and Chairman of the Board, holds proxies from holders of approximately 88% of the
shares of Series C Stock granting Mr. Marks the power to vote all of the shares held by such holders of Series C Stock until May 20, 2025.
As a result, as of the Record Date, Mr. Marks has 77.3% of the Company’s combined voting power. On November 21, 2023, by delivery
of the Shareholder Consent, Mr. Marks and other Consenting Shareholders approved the SPA and the Transactions, by providing written consents
as to 3,716 votes and 12,730,976 votes, respectively, representing an aggregate of 12,734,692 votes, or approximately 77% of the voting
capital of the Company. Accordingly, the majority of votes necessary to authorize the SPA and the Transactions was received.
No other shareholder consents will be solicited
in connection with the transactions described in this Information Statement. The Board is not soliciting proxies in connection
with the adoption of these proposals, and proxies are not requested from shareholders.
Under Section 607.0704 of the Florida Business
Corporation Act (“FBCA”), shareholders may take action without a meeting of the shareholders, and without prior notice, if
a consent or consents in writing, setting forth the action so taken, is signed by the holders of the outstanding voting shares holding
not less than the minimum number of votes that would be necessary to approve such action at a shareholders meeting. The action is
effective when written consents from holders of record of a majority of the outstanding shares of voting stock are executed and delivered
to the Company. This Information Statement constitutes notice to you under Section 607.0704 of the FBCA of the actions taken by the Written
Consents. On November 20, 2023, the Board, and on November 21, 2023, the Consenting Shareholders executed and delivered to the Company
their respective Written Consents. Accordingly, in compliance with the FBCA, at least a majority of the total voting stock of the Company
have approved the SPA and the Transactions. As a result, no vote or proxy is required by the shareholders to approve the adoption of such
actions.
This Information Statement is being furnished
to all holders of the Company’s Common Stock and Series C Stock pursuant to Section 14(c) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, solely for the purpose of informing
shareholders of these corporate actions before they take effect. In accordance with Exchange Act Rule 14c-2, the Shareholder Consent will
become effective no sooner than 20 calendar days following the mailing of this Information Statement.
THE SPA AND THE TRANSACTIONS
General
On November 9, 2023, the Company entered into
a Securities Purchase Agreement (as amended on November 20, 2023, the “SPA”) with Generating Alpha Ltd., a Saint Kitts and
Nevis Corporation (the “Investor”) pursuant to which the Company has agreed to sell two convertible promissory notes of the
Company (each, a “Note” and collectively, the “Notes”), with each Note having an initial principal amount of $4,000,000,
for a price of $3,640,000 per Note. In connection with the purchase and sale of the Notes, the Company has agreed to issue to the Investor
warrants (each, a “Warrant” and collectively, the “Warrants”) to acquire a total of 3,028,146 shares of the Common
Stock (the issuance of the Warrants together with the purchase and sale of the Notes, the “Transactions”). Capitalized words
and phrases not otherwise defined herein have the meanings assigned thereto in the SPA.
Note Terms
The Note in the aggregate principal amount of $4,000,000 has five (5)
year maturity with an interest at nine (9) percent per calendar year and carries a nine (9) percent of original issue discount. The Company
has agreed to make amortization payments each month in the amount of $83,033.42 in cash or in kind.
The Note is convertible at the discretion of the Investor into Common
Stock at a price of $1.50. The Investor may choose the alternate conversion price equal to 85% of the average of the three lowest trading
prices during the previous ten (10) trading day period ending on the latest complete trading day prior to notice of conversion.
The conversion price is subject to full ratchet anti-dilution protections
in the event that the Company issues any Common Stock at a per share price (each a “Dilutive Price”) lower than the conversion
price then in effect, provided, however, that Investor shall have the sole discretion in deciding whether to utilize such Dilutive Price
instead of the conversion price otherwise in effect at the time of the respective conversion.
In the event of default, the conversion price shall be equal to seventy
(70) percent multiplied by the lower of (i) the lowest intraday trading price in the forty (40) trading days prior to the applicable conversion
date or (ii) the lowest closing bid price in the forty (40) trading days prior to the applicable conversion date.
Warrant Terms
Pursuant to the SPA, the issuance of the Notes
and the Warrants shall occur at two closings (the “First Closing” and the “Second Closing”, each a “Closing”).
The Warrants to be issued at the First Closing shall be (i) a Warrant for 757,036 shares of Common Stock with an exercise price of $1.78
per share of Common Stock and (ii) a Warrant for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock
(together, the “First Closing Warrants”). The Warrants to be issued at the Second Closing shall be (i) a Warrant for 757,036
shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (ii) a Warrant for 757,036 shares of Common Stock
with an exercise price of $.001 per share of Common Stock (together, the “Second Closing Warrants”).
Subject to the terms and conditions set forth in the SPA, the First
Closing shall occur on the first business day following the receipt of the Shareholder Approval, and the Second Closing shall occur thirty-five
(35) business days following the date that the Registration Statement (as defined below) has been declared effective by the Securities
and Exchange Commission (the “SEC”).
Registration Rights
Pursuant to the Registration Rights Agreement (the “Registration
Rights Agreement”), the Company is required to file a registration statement (the “Registration Statement”) with the
SEC five (5) days following the date that the Shareholder Approval has been obtained, and go effective no later than the sixtieth (60th)
calendar day following the filing date, provided, however, that in the event the Company is notified by the SEC that the Registration
Statement will not be reviewed or is no longer subject to further review and comments, the effectiveness date as to such Registration
Statement shall be the fifth (5th) trading day following the date on which the Company is so notified if such date precedes the dates
otherwise required above.
Shareholder Approval
Pursuant to the SPA, the Company has agreed to
secure shareholder approval (the “Shareholder Approval”) for the SPA and the Transactions at a special meeting or via a written
consent in lieu of a meeting.
Accordingly, the Board of Directors has solicited
the Shareholder Approval to comply with the terms of the SPA in connection with the Transactions.
No Appraisal Rights
Under the FBCA, our shareholders are not entitled
to appraisal rights with respect to the SPA or the Transactions, and we will not independently provide our shareholders with any such
rights.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table lists, as of November 8, 2023,
the number of shares of Common Stock and Series C Stock beneficially owned by (i) each person, entity or group (as that term is used in
Section 13(d)(3) of the Exchange Act) known to the Company to be the beneficial owner of more than 5% of the outstanding Common Stock
or Series C Stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all executive officers and directors as
a group. Information relating to beneficial ownership of our Common Stock and Series C Stock by our principal stockholders and management
is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under
these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power,
which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct
the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.
Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s
address is c/o Grom Social Enterprises, Inc., 2060 NW Boca Raton Blvd., Suite #6, Boca Raton, Florida, 33431.
The percentages below are calculated based on
1,967,829 shares of common stock and 9,281,809 shares of Series C Stock issued and outstanding as of November 8, 2023.
| Name of Beneficial Owner | |
Common
Stock | |
|
Percentage of
Common
Stock | |
Series C
Preferred
Stock | | |
Percentage
of
Series C
Stock | | |
Combined
Voting
Power | |
| Executive Officers and Directors: | |
| | |
|
| |
| | | |
| | | |
| | |
| Darren Marks | |
| 1,187 | (1) |
|
* | |
| – | | |
| – | | |
| 77.3% | (9) |
| Melvin Leiner | |
| 30 | (2) |
|
* | |
| – | | |
| – | | |
| * | |
| Jason Williams | |
| 17 | |
|
* | |
| – | | |
| – | | |
| * | |
| Robert Stevens | |
| 14 | (3) |
|
* | |
| – | | |
| – | | |
| * | |
| Norman Rosenthal | |
| 16 | (4) |
|
* | |
| – | | |
| – | | |
| * | |
| Thomas J. Rutherford | |
| 129 | |
|
* | |
| – | | |
| – | | |
| * | |
| All officers and directors as a group (6 persons) | |
| 1,393 | (5) |
|
* | |
| – | | |
| – | | |
| 77.3% | (10) |
| | |
| | |
|
| |
| | | |
| | | |
| | |
| 5% or Greater Holders: | |
| | |
|
| |
| | | |
| | | |
| | |
Denis J. Kerasotes
31 Fairview Lane
Springfield, Illinois 62711 | |
| * | (6) |
|
* | |
| 3,816,105 | (11) | |
| 41.1% | | |
| – | |
| | |
| | |
|
| |
| | | |
| | | |
| | |
Condor Equities, LLC (6)
2535 Webb Girth Road
Gainesville, Georgia 30507 | |
| * | (8) |
|
* | |
| 3,131,300 | (11) | |
| 33.7% | | |
| – | |
| | |
| | |
|
| |
| | | |
| | | |
| | |
Section 3 Developments (7)
2415 Alta Monte Drive
Cedar Park, Texas 78613 | |
| * | |
|
* | |
| 520,000 | (11) | |
| 5.6% | | |
| – | |
| | |
| | |
|
| |
| | | |
| | | |
| | |
Eileen F. Kerasotes Family Trust (8)
4747 County Road 501
Bayfield, CO 81122 | |
| * | |
|
* | |
| 472,420 | (11) | |
| 5.0% | | |
| – | |
* Less than 1%
(1) Represents 1,187 shares of common stock held
by Family Tys, LLC (“Family Tys”), of which Mr. Marks is the managing member and over which Mr. Marks has voting and dispositive
power. Does not include an aggregate of (i) 8,147,825 shares of Series C Stock (with 1.5625 votes per share, or 12,730,976 votes in the
aggregate) and (ii) 2,353 shares of common stock, for which Mr. Marks has a voting proxy until May 20, 2025.
(2) Represents 30 shares of common stock held
by 4 Life LLC (“4 Life”), of which Mr. Leiner is the managing member and over which Mr. Leiner has voting and dispositive
power. On April 22, 2022, Melvin Leiner resigned from his positions as the Company’s Chief Operating Officer, Executive Vice President
and Director.
(3) Represents shares held by Thistle Investments,
LLC, of which Mr. Stevens is managing member and over which Mr. Stevens has sole voting and dispositive power.
(4) Represents shares held by Tempest Systems,
Inc., of which Mr. Rosenthal is chief executive officer and over which Mr. Rosenthal has sole voting and dispositive power.
(5) Does not include an aggregate of (i) 8,147,825
shares of Series C Stock (with 1.5625 votes per share, or 12,730,976 votes in the aggregate), and (ii) 2,353 shares of common stock, for
which Mr. Marks has a voting proxy until May 20, 2025.
(6) Dale Nabb, manager of Condor Equities, LLC
(“Condor”), has sole voting and dispositive power of the shares held by Condor.
(7) Michael Tapajna, chief executive officer of
Section 3 Developments, Inc. (“Section 3”), has sole voting and dispositive power of the shares held by Section 3.
(8) John G. Kerasotes, as trustee of the Eileen
F. Kerasotes Trust, has sole voting and dispositive power over the shares held by such Trust.
(9) Based upon (i) 1,187 shares of common stock
held by Family Tys of which Mr. Marks is the managing member and over which Mr. Marks has voting and dispositive power and (ii) the voting
rights to an aggregate of (A) 2,353 shares of common stock held by certain holders of our Series C Stock, and (B) 8,147,825 shares of
Series C Stock, having the right to 1.5625 votes for each share of Series B Stock for which Mr. Marks has a voting proxy until May 20,
2025.
(10) Includes 9,281,809 shares of Series C Stock
(with 1.5625 votes per share, or 14,502,827 votes in the aggregate).
(11) Darren Marks, the Company’s Chief Executive
Officer, President, and a director, has the voting rights to such shares of Series C Stock and common stock until May 20, 2025, pursuant
to voting proxies from such shareholders.
INTEREST OF CERTAIN PERSONS IN OR IN
OPPOSITION TO MATTERS TO BE ACTED UPON
Except in their capacity as shareholders (which
interest does not differ from that of the other holders of Company’s Common Stock), none of our officers, directors or any of their
respective affiliates or associates will have any interest in the SPA or the Transactions.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information into this Information Statement, which means that we can disclose important information to you by referring you to other documents
that we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this Information
Statement. This Information Statement incorporates by reference the following documents:
| |
4. |
Our Current Reports on
Form 8-K, dated August 8, 2023, September
7, 2023, September 12, 2023, November
9, 2023, and November 20, 2023, filed with the SEC on August 10, 2023, September 11, 2023, September 12, 2023, November
15, 2023, and November 21, 2023. |
WHERE YOU CAN FIND MORE INFORMATION
You may read and copy any reports,
statements or other information filed by us at the public reference facilities maintained by the SEC in Room 1590, 100 F
Street, N.E., Washington, D.C. 20549. The SEC maintains a website that contains reports, proxy and information statements and other
information, including those filed by us, at http://www.sec.gov. You may also access the SEC filings and obtain other
information about us through our website, which is http://www.gromsocial.com. The information contained on the website is not
incorporated by reference in, or in any way part of, this Information Statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING
AN ADDRESS
The Company will provide without charge to
each person, including any beneficial owner of such person, to whom a copy of this Information Statement has been delivered, on
written or oral request, within one business day of receipt of such request, a copy of any and all of the documents referred to
above that have been or may be incorporated by reference herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference herein). Requests should be directed to Grom Social Enterprises, Inc. c/o Jason Williams at
the below address or telephone number.
If hard copies of the materials are requested,
we will send only one Information Statement and other corporate mailings to shareholders who share a single address unless we received
contrary instructions from any shareholder at that address. This practice, known as “householding”, is designed to reduce
our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of this Information
Statement to a shareholder at a shared address to which a single copy of this Information Statement was delivered. You may make such a
written or oral request by sending a written notification stating (a) your name, (b) your shared address, and (c) the address to which
the Company should direct the additional copy of this Information Statement, to Grom Social Enterprises, Inc. c/o Jason Williams at the
below address or telephone number. Additionally, if current shareholders with a shared address received multiple copies of this Information
Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to shareholders at the shared address,
notification of such request may also be made in the same manner by mail or telephone to the Company’s principal executive offices.
FORWARD-LOOKING STATEMENTS
This Information Statement may contain certain
“forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the SEC
in its rules, regulations, and releases) representing our expectations or beliefs regarding us. These forward-looking statements include,
but are not limited to, statements concerning our operations, economic performance, financial condition, and prospects and opportunities.
For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,”
“anticipate,” “intend,” “could,” “estimate,” “might,” or “continue”
or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements,
by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially
depending on a variety of important factors, including factors discussed in this and other of our filings with the SEC.
OTHER MATTERS
The Board knows of no other matters other than
those described in this Information Statement which have been approved or considered by the holders of a majority of the shares of the
Company’s voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION
STATEMENT, PLEASE CONTACT:
Grom Social Enterprises, Inc.
2060 NW Boca Raton Blvd., Suite #6
Boca Raton, Florida 33431
(561) 287-5776
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR
VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN TRANSACTIONS ENTERED INTO BY THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
| |
By Order of the Board,
|
|
| |
|
|
| |
/s/ Darren Marks |
|
| |
Darren Marks |
|
| |
Chief Executive Officer |
|
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