general, the aggregate tax basis in the shares of our common stock received pursuant to the reverse stock split should equal the
aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any
fractional share of our common stock for which cash is received). The shareholder’s holding period in the shares of our
common stock received should include the holding period in the shares of our common stock surrendered pursuant to the reverse
stock split. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period
of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse stock split.
Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding
the allocation of the tax basis and holding period of such shares.
and Non-U.S. Holders may be subject to information reporting with respect to the receipt of cash in lieu of fractional shares
unless such holders can establish an exemption. In addition, U.S. Holders may be subject to a backup withholding tax on the cash
paid in lieu of fractional shares if they do not provide their taxpayer identification numbers in the manner required or otherwise
fail to comply with applicable backup withholding tax rules. In general, backup withholding will not apply to the cash paid in
lieu of fractional shares to a Non-U.S. Holder if the Non-U.S. Holder establishes an exemption, for example, by properly certifying
its non-U.S. status on an IRS Form W-8BEN (or other applicable form). Backup withholding is not an additional tax, and any amounts
withheld under the backup withholding rules will be allowed as a refund or credit against a shareholder’s U.S. federal income
tax liability provided the required information is furnished to the IRS.
MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH
SHAREHOLDER. ACCORDINGLY, EACH SHAREHOLDER IS ADVISED TO CONSULT THE SHAREHOLDER’S TAX ADVISOR WITH RESPECT TO ALL OF THE
POTENTIAL TAX CONSEQUENCES TO THE SHAREHOLDER OF A REVERSE STOCK SPLIT.
affirmative vote of a majority of the combined number of shares of common stock outstanding as of the Record Date and the number
of shares of common stock into which the Series A Convertible Preferred Stock are convertible as of the Record Date (subject to
specified beneficial ownership limitations) is required to approve the amendment to our certificate of incorporation to accomplish
the reverse stock split of our common stock.
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 4.
5: APPROVAL OF AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO AUTHORIZE A REDUCTION OF THE NUMBER OF SHARES
OF OUR COMMON STOCK FROM 300,000,000 TO 100,000,000 SHARES
Company’s Board of Directors has adopted a resolution approving and recommending to the Company’s shareholders for
their approval a proposal to amend our certificate of incorporation to reduce the authorized number of shares of our common stock
from 300,000,000 to 100,000,000 shares. If the shareholders approve this Proposal No. 5, the Board of Directors will have the
authority to decide, at any time prior to 12 months after the date of the Annual Meeting, whether to implement the decrease in
authorized common shares. If the Board of Directors decides to implement the reduction in authorized common shares, the reduction
will become effective upon the filing of an amendment to our certificate of incorporation with the Secretary of State of the State
of Delaware (“Authorized Stock Amendment”).
Board of Directors reserves the right, even after shareholder approval, to abandon or postpone the filing of the Authorized Stock
Amendment if the Board of Directors determines that it is not in the best interest of the Company and the shareholders. If the
proposal to reduce our authorized common shares is approved by the shareholders but is not implemented by the Board of Directors
within 12 months from the Annual Meeting, the proposal will be deemed abandoned, without any further effect. In that case, the
Board of Directors may again seek shareholder approval at a future date for a reduction in the number of authorized common shares
if it deems such action to be advisable at that time.