DESCRIPTION OF CAPITAL
STOCK
The following description of our capital stock summarizes the
material terms and provisions of our capital stock. For the
complete terms of our capital stock, please refer to our amended
and restated articles of incorporation and our amended and restated
by-laws, which have been
filed as an exhibit hereto. The Marshall Islands Business
Corporations Act (the “BCA”), may also affect the terms of these
securities.
Authorized Capitalization
Under our amended and restated articles of incorporation, our
authorized capital stock consists of 2,000,000,000 shares of common
stock, par value $0.01 per share, and 200,000,000 shares of
preferred stock, par value $0.01 per share. All of our shares of
stock are in registered form. As of June 30, 2022, 190,254,034
shares of Common Stock and 795,878 shares of 8.75% Series A
Cumulative Redeemable Perpetual Preferred Stock were issued and
outstanding, as well as Class A Warrants to purchase up to
43,000 shares of Common Stock at an exercise price of $1.25 per
share, Class B Warrants to purchase up to 11,802,000 shares of
Common Stock at an exercise price of $1.60 per share, Class C
Warrants to purchase up to 78,278,862 shares of Common Stock at an
exercise price of $0.55 per share, which expire on May 19, 2027 and
Class D Warrants to purchase up to 31,150,000 shares of Common
Stock at an exercise price of $0.80 per share, which expire on June
15, 2027 and underwriters warrants to purchase up to 552,000 shares
of Common Stock at an exercise price of $1.375 per share, 1,724,998
shares of Common Stock at an exercise price of $2.00 per share, and
2,090,909 shares of common stock at an exercise price of $0.6875
per share.
Common Stock
Under our amended and restated articles of incorporation, we are
authorized to issue up to 2,000,000,000 shares of common stock, par
value $0.01 per share, of which there were 4,775,272 shares issued
and outstanding as of December 31, 2021 and 190,254,034 shares
outstanding as of June 30, 2022. As of June 30, 2022, we also had
outstanding Class A Warrants to purchase up to 43,000 shares
of common stock at an exercise price of $1.25 per share,
Class B Warrants to purchase up to 11,802,000 shares of common
stock at an exercise price of $1.60 per share, 78,278,862 shares of
common stock subject to outstanding Class C Warrants, with an
exercise price of $0.55 per share, which expire on May 19, 2027 and
31,150,000 shares of common stock subject to outstanding Class D
Warrants with an exercise price of $0.80 per share, which expire on
June 15, 2027 and underwriters warrants to purchase up to 552,000
shares of common stock at an exercise price of $1.375 per share,
1,724,998 shares of common stock at an exercise price of $2.00 per
share and 2,090,909 shares of common stock at an exercise price of
$0.6875 per share. All of the 3,900,000 pre-funded warrants issued on
March 23, 2022 were exercised, at a price of $0.01 per share,
for an aggregate of 3,900,000 shares of common stock.
Each outstanding share of common stock is entitled to one vote,
either in person or by proxy, on all matters that may be voted upon
by their holders at meetings of the stockholders. Holders of our
common stock (i) have equal ratable rights to dividends from
funds legally available therefore, if declared by the Board of
Directors; (ii) are entitled to share ratably in all of our
assets available for distribution upon liquidation, dissolution or
winding up; and (iii) do not have preemptive, subscription or
conversion rights or redemption or sinking fund provisions. All
issued common stock when issued will be fully paid for and
non-assessable.
Our stockholders have approved the amendment of the Company’s
amended and restated articles of incorporation to effect one or
more reverse stock splits of the shares of our common stock issued
and outstanding at the time of the reverse split at an exchange
ratio of between one-for-two and one-for-five hundred, with the
Board of Directors to determine, in its sole discretion, whether to
implement any reverse stock split, as well as the specific timing
and ratio, within such approved range of ratios; provided that any
such split is implemented prior to the third anniversary of the
Spin-Off.
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