INFORMATION
STATEMENT
_____________________________________
WE ARE NOT ASKING
YOU FOR A CONSENT OR PROXY AND
YOU ARE REQUESTED
NOT TO SEND US A CONSENT OR PROXY.
INFORMATION STATEMENT PURSUANT TO SECTION
14C OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
THIS IS NOT A NOTICE
OF A MEETING OR SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING OR SPECIAL MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR COMMON STOCK. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO THE ACTIONS
DESCRIBED IN THIS INFORMATION STATEMENT.
This Information Statement advises stockholders
of Marijuana Company of America, Inc. (the “Company“) of:
| • | | an amendment to the Company’s Certificate of Incorporation (the “Certificate
of Amendment”) to: (i) amend its previously authorized reverse stock split on June 10, 2022, and instead approve a reverse stock
split of the Company’s outstanding Common Stock, $0.00 par value at an amended ratio of 1-for-150. The Company’s Preferred
Stock is not affected by this corporate action. |
Our Board of Directors
approved the Certificate of Amendment on December 13, 2022 (the Certificate of Amendment is referred to herein as the “Amendment”)
and approved close of markets on December 13, 2022, as the record date for determining shareholders eligible to vote to approve the Amendment.
The Amendment was subsequently approved, by written consent, by stockholders holding a majority of our outstanding voting Common Stock
on the Voting Record Date (the “Written Consent”). A copy of the substantive text of the Certificate of Amendment is attached
to this Information Statement as Exhibit A.
The Certificate of Amendment
will only become effective after completion of regulatory review by FINRA and the SEC, and filing the Certificate of Amendment with the
Utah Secretary of State. The market effective date of the reverse split may be delayed thereby. Accordingly, the Company will advise
and update stockholders in press releases and on Form 8-K.
AUTHORIZATION BY THE BOARD OF DIRECTORS
AND THE MAJORITY STOCKHOLDERS
Under the Revised Utah
Business Corporations Act and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock having not less than the
minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted consent to such action in writing. As the holders of the Company’s Common Stock are entitled to vote on such matters,
approval of the Amendment required the approval of a majority of the Company’s outstanding voting rights. As of December 13, 2022,
the Company had 18,701,074,966 shares of common stock issued and outstanding with the holders thereof being entitled to cast one vote
per share. On the voting record date, our director and president, Mr. Jesus Quintero, owns 2,000,000 shares of the Company's Class B
Preferred Stock. The Class B Preferred Stock has one thousand (1,000) times that number of votes on all matters submitted to the shareholders
that is equal to the number of shares of common stock issued and outstanding (rounded to the nearest whole number), at the record date
for the determination of the shareholders entitled to vote on such matters or, if no such record date is established, at the date such
vote is taken or any written consent of such shareholders is affected. Thus, through his holding of Series B Preferred Stock, our controlling
shareholder, Jesus M. Quintero, can cast a controlling vote on any decision regarding corporate actions under Utah law.
We have obtained all
necessary corporate approvals in connection with the Amendment. We are not seeking written consents from any other stockholder, and the
other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement, as no
meeting or special meeting of the stockholders will be required. This Information Statement is furnished solely for the purposes of advising
stockholders of the action approved by the Written Consent and giving stockholders notice of the Amendment as required by the Revised
Utah Business Corporations Act and the Exchange Act.
As the Amendment was
approved by the Written Consent, there will be no stockholders’ meeting, and representatives of the principal accountants for the
current year and for the most recently completed fiscal year will not have the opportunity to make a statement, if they desire to do
so, and will not be available to respond to appropriate questions from our stockholders.
DESCRIPTION OF THE COMPANY’S
CAPITAL STOCK
Description of Securities
Capital Stock
Preferred Stock
As of December 13,
2022, we have authorized 10,000,000 shares of preferred stock as “Class A Preferred Stock,” par value $0.001 per share, and
5,000,000 shares of preferred stock as “Class B Preferred Stock, par value $0.001 per share. There are 10,000,000 shares of Class
A Preferred Stock issued and outstanding, and 2,000,000 shares of Class B Preferred Stock issued and outstanding.
Class A Preferred
Stock
As of December 13,
2022, we have designated 10,000,000 shares of preferred stock as “Class A Preferred Stock,” par value $0.001. There are 10,000,000
shares of Class A Preferred Stock issued and outstanding, with 6,666,666 shares held by Mr. Jesus M. Quintero, our Director, Chief Executive
Officer and controlling shareholder, and 3,333,333 shares held by Mr. Edward Manolos, our Director.
The Class A Preferred
Stock carries the following rights and preferences.
Dividends
Class A Preferred Stock
is not eligible for receipt of dividends.
Voting Rights
The holders of the
Class A Preferred Stock shall vote for the election of directors, and shall have full voting rights, except that each Class A Preferred
share shall entitle the holder to exercise one hundred (100) votes for each one (1) Class A Preferred Share held. Our two current Directors,
Mr. Jesus M. Quintero and Edward Manolos each own Class A Preferred Shares, with Mr. Quintero holding 6,666,666.66 shares and Mr. Manolos
holding 3,333,333.33 shares, and are eligible to vote on any decision regarding corporate actions under Utah law that are assigned to
a vote of the stockholders, including but not limited to: (i) the sale of all or substantially all of its property; (ii) the election
of directors; (iii) dissolving the corporation; (iv) amending the articles of incorporation; and, (v) approving a merger or consolidation.
The beneficial owners of the Class A Preferred Stock vote with the common stockholders and the designated preferences cannot be modified
but for a majority vote of the common shares eligible to vote as a class. Thus, through their holdings of the Company’s Class A
Preferred Stock, Mr. Quintero and Mr. Manolos are able to cast one billion votes on any decision regarding corporate actions under Utah
law.
Redemptive Rights
The Class A Preferred
Stock shall not be redeemable.
Conversion Rights
Class A Preferred Stock
is not convertible into any other class of preferred stock or common stock.
Other Provisions
The shares of Class
A Preferred Stock shall be duly and validly issued, fully paid and non-assessable. The holders of the Class A Preferred Stock shall not
have pre-emptive rights with respect to any shares of capital stock of the Company or any other securities of the Company convertible
into Common Stock or rights or options to purchase any such shares.
Class B Preferred
Stock
As of December 13,
2022, we have designated 5,000,000 as “Class B Preferred Stock,” par value $0.001, with 2,000,000 shares issued and outstanding.
The 2,000,000 shares of Class B Preferred Stock issued and outstanding are held by Mr. Jesus M. Quintero, our Director, Chief Executive
Officer and controlling shareholder.
The Class B Preferred
Stock carries the following rights and preferences.
Dividends
Class B Preferred Stock
is not eligible for receipt of dividends.
Voting Rights
Holders of the Series
B Preferred Stock shall have One Thousand (1,000) times that number of votes on all matters submitted to the shareholders that is equal
to the number of shares of common stock issued and outstanding (rounded to the nearest whole number), at the record date for the determination
of the shareholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any
written consent of such shareholders is affected. Thus, through his holding of Series B Preferred Stock, our controlling shareholder,
Jesus M. Quintero, is able to cast a controlling vote on any decision regarding corporate actions under Utah law.
Redemptive Rights
The Class B Preferred
Stock shall not be redeemable.
Conversion Rights
Class B Preferred Stock
is not convertible into any other class of preferred stock or common stock.
Other Provisions
The shares of Class
B Preferred Stock shall be duly and validly issued, fully paid and non-assessable. The holders of the Class B Preferred Stock shall not
have pre-emptive rights with respect to any shares of capital stock of the Company or any other securities of the Company convertible
into Common Stock or rights or options to purchase any such shares.
Common Stock
As of December 13,
2022, there 18,701,074,966 shares of common stock are issued and outstanding.
Holders of shares of
common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time, by the Board of Directors in
its discretion, from funds legally available therefore. The Company does not currently anticipate paying any dividends on its Common
Stock. In the event of a liquidation, dissolution or winding up of the Company, the holders of shares of common stock are entitled to
share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase
the Company's common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.
All the outstanding shares of common stock are fully paid and non-assessable.
Shares of Common Stock
are registered at the office of the Company and are transferable at such office by the registered holder (or duly authorized attorney)
upon surrender of the Common Stock certificate, properly endorsed. No transfer shall be registered unless the Company is satisfied that
such transfer will not result in a violation of any applicable federal or state securities laws. The Company's transfer agent is Pacific
Stock Transfer Company, 6725 Via Austi Pkwy, Suite 300, Las Vegas NV 89119.
Vote Obtained –
Title 16 Section 10a-704 of the Revised Utah Business Corporations Act
Section 16-10a-704
of the Revised Utah Business Corporations Act provides that any action which may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize
or take the action at a meeting at which all shares entitled to vote thereon were present and voted.
To eliminate the costs
and management time involved in soliciting and obtaining proxies to approve the Actions and to effectuate the Actions as early as possible
to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company voted to utilize, and did in
fact obtain, the written consent of the holders of a majority of the voting power of the Company. The consenting shareholder, and his
respective approximate ownership percentage of the voting stock of the Company, both common and preferred, as of the Voting Record Date,
was greater than 51%.
This Information Statement
is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) to the Company’s stockholders on the Record Date. The corporate action described herein will be effective after approval
by FINRA and the SEC, the filing of the Certificate of Amendment with the Utah Secretary of State, and 20 days after the mailing of this
Information Statement to our stockholders entitled to receive notice thereof. The market effective date of the reverse split may be delayed
thereby. Accordingly, the Company will advise and update stockholders in press releases and on Form 8-K.
The entire cost of
furnishing this Information Statement will be borne by the Company.
ACTION ONE
AMENDMENT TO OUR
CERTIFICATE OF INCORPORATION
Reverse Stock Split
General
Originally on June
10, 2022, the Board of Directors of the Company approved, declared it advisable and in the Company’s best interest, and directed
that there be submitted to the holders of a majority of the Company’s common stock for approval, the prospective amendment to the
Company’s Articles of Incorporation to affect a 1-for-65 reverse split of the Company’s Common Stock (the “Reverse
Stock Split”). On June 10, 2022, stockholders of the Company owning a majority of the Company’s outstanding voting stock
(the “Majority Stockholders”) approved the Reverse Stock Split by written consent.
On December 13, 2022,
the Board of Directors of the Company approved, declared it advisable and in the Company’s best interest, to amend the board action
approving a 1 for 65 reverse stock split of the Company's Common Stock, instead approving a 1 for 150 Reverse Stock Split of the Common
Stock, and directed that there be submitted to the holders of a majority of the Company’s common stock for approval, the prospective
amendment to the Company’s Articles of Incorporation to amend its previous corporate action to affect a 1-for-150 reverse split
of the Company’s Common Stock. On December 13, 2022, stockholders of the Company owning a majority of the Company’s outstanding
voting stock the Majority Stockholders approved the amended Reverse Stock Split by written consent.
Effects of Reverse
Split
The corporate action
provides for the combination of our presently issued and outstanding shares of Common Stock into a smaller number of shares of identical
Common Stock. This is known as a “reverse stock split.” Under the proposal, each one hundred and fifty (150) shares of our
presently issued and outstanding Common Stock as of the close of business on the effective date of the approved director’s resolution
will be converted automatically into one (1) share of our post-reverse stock split Common Stock. We will not issue fractional certificates
for post-reverse split shares in connection with the reverse split. Any shareholder owning a fractional share as a result of the corporate
action will be rounded up to the next whole share.
Each stockholder will
hold the same percentage of our outstanding Common Stock immediately following the reverse stock split as he or she did immediately prior
to the reverse stock split. The Reverse Split does not change the number of authorized or issued shares of Class “A” Preferred
Stock.
Common Stock
| Pre-Split Outstanding Shares | | |
Post-Split Outstanding Shares | |
| | | | |
| | |
| | 18,701,074,966 | | |
| 124,673,833 | |
Reasons for the Reverse Stock Split
The primary purposes of the reverse stock
split are to:
| o | Increase
the per share price of our Common Stock; |
| o | Provide
the Company with the flexibility to issue additional shares to facilitate future acquisitions
and financings. |
The reduction in the
number of issued and outstanding shares of Common Stock to result from the reverse stock split is expected to increase the market price
of the Common Stock to a level above the current market trading price. While the Board believes that the shares of Common Stock will
trade at higher prices than those which have prevailed in the recent past, there can be no assurance that such increase in the trading
price will occur or, if it does occur, that it will equal or exceed the direct arithmetical result of the reverse stock split because
there are numerous factors and contingencies which could affect our market price.
The Company’s
Common Stock is currently quoted on the OTC Market Group, Inc.’s “Pink” tier under the symbol “MCOA.” A
higher per share price for the Common Stock may enable the Company to meet minimum bid price criteria for an up list on the OTC Markets
Group, Inc. OTCQB tier, or initial listing of the Common Stock on a national securities exchange at such time as we implement our future
business plans. Because trading of our Common Stock is conducted in the over-the-counter market, an investor could find it more difficult
to dispose of, or to obtain accurate quotations as to the market value of, the Common Stock. In addition, because the Common Stock is
not listed on a national securities exchange and presently trades at less than $5.00 per share, trading in our Common Stock is subject
to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by brokers or dealers in
connection with any trades involving a stock defined as a “penny stock.” Because our Common Stock is presently classified
as a “penny stock,” prior to effectuating any transaction in our Common Stock, a broker or dealer is required to make a suitability
determination as to the proposed purchaser of our Common Stock and to receive a written agreement, meeting certain requirements. The
additional burdens imposed upon brokers or dealers by such requirements could discourage brokers or dealers from effecting transactions
in our Common Stock, which could limit the market liquidity of our Common Stock and the ability of investors to trade our Common Stock.
The Board believes
that the Reverse Stock Split also could result in a broader market for our Common Stock than the current market. Many institutional investors
are unwilling or unable due to investment restrictions to invest in companies whose stock trades at less than $5.00 per share. Many investment
advisors are subject to internal restrictions on their ability to recommend stocks trading at less than $5.00 per share because of a
general presumption that such stocks may be highly speculative. In addition, stocks trading at less than $5.00 per share may not be marginable
under the internal policies of some investment firms. The reverse stock split is anticipated to result in a price increase for our Common
Stock relieving, to some extent, the possible effect of such limitations on the market for our Common Stock. Additionally, brokerage
commissions on the sale of lower priced stocks often represent a higher percentage of the sales price than commissions on relatively
higher priced stocks. The expected increase in trading price may also encourage interest and trading in our Common Stock and possibly
promote greater liquidity for our stockholders. We also believe that the current per share price of our Common Stock has or may have
a negative effect on our ability to use our Common Stock in connection with possible future transactions such as financings, strategic
alliances, acquisitions and other uses not presently determinable. However, there can be no assurances that the reverse stock split will
have the desired consequences.
Effects of the Reverse Stock Split
The reverse stock split
will be effective after approval by FINRA and the SEC, the filing of the Certificate of Amendment with the Utah Secretary of State, 20
days after the mailing of this Information Statement to our stockholders entitled to receive notice thereof. The market effective date
of the reverse split may be delayed thereby. Accordingly, the Company will advise and update stockholders in press releases and on Form
8-K.
Adoption of the reverse
stock split will reduce the shares of Common Stock outstanding on the record date. The effect of the reverse split upon holders of Common
Stock will be that the total number of shares of our Common Stock held by each stockholder will be automatically converted into the number
of whole shares of Common Stock equal to the number of shares of Common Stock owned immediately prior to the reverse stock split divided
by one hundred and fifty (150), adjusted for any fractional shares. Each of our stockholders will continue to own shares of Common Stock
and will continue to share in the assets and future growth of the Company as a stockholder. Each stockholder’s percentage ownership
interest in the Company and proportional voting power will change due to adjustments for fractional shares.
Anti-Take Over Effects
of the Reverse Stock Split
The effective decrease
in our issued shares, could potentially be used by management to thwart a take-over attempt, or allow management to remain intact, since
after the closing of the reverse stock split, Mr. Quintero will constitute the major stockholder controlling by his control of 2,000,000
shares of Preferred Class B common stock. The foregoing, when considered with the over-all effects of the completion of reverse stock
split by the Company, might render it more difficult or discourage a merger, tender offer or proxy contest, or the removal of incumbent
management. The proposal could make the accomplishment of a merger or similar transaction more difficult, even if it may appear beneficial
to some shareholders.
Neither the Company’s
articles nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management
to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not
have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
The advantage of the
reverse stock split, includes permitting the Company to pursue financing from investors, acquire assets, and issue shares of common stock
in exchange for possible financing. The main disadvantage to the reverse stock split is that it may have an anti-takeover effect and
discourage any potential mergers or tender offers.
No Dissenters Rights
In connection with
the approval of the Reverse Split, shareholders of the Company will not have a right to dissent and obtain payment for their shares under
the Revised Utah Business Corporations Act, our Articles of Incorporation or Bylaws.
Accounting Matters
The Reverse Split will
not affect the par value of the Company’s Common Stock. As a result, on the effective date of the Reverse Split approved by the
Company’s Board of Directors, the stated capital on the Company’s balance sheet attributable to Common Stock would be increased
from then current amount by a factor that equals the Reverse Split ratio, and the additional paid-in capital account would be debited
with the amount by which the stated capital is increased. The per share net income or loss and net book value per share will be increased
because there will be less shares issued and outstanding.
Tax Consequences to Common Stockholders
The following discussion
sets forth the material United States federal income tax consequences that the Company’s management believes will apply with respect
to the Company and the shareholders of the Company who are United States holders at the effective time of the Reverse Split. This discussion
does not address the tax consequences of transactions effectuated prior to or after the Reverse Split, including, without limitation,
the tax consequences of the exercise of options, warrants or similar rights to purchase stock. For this purpose, a United States holder
is a shareholder that is: (i) a citizen or resident of the United States, (ii) a domestic corporation, (iii) an estate whose income is
subject to United States federal income tax regardless of its source, or (iv) a trust if a United States court can exercise primary supervision
over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the
trust. This discussion does not describe all the tax consequences that may be relevant to a holder in light of his particular circumstances
or to holders subject to special rules (such as dealers in securities, financial institutions, insurance companies, tax-exempt organizations,
foreign individuals and entities and persons who acquired their Common Stock as compensation). In addition, this summary is limited to
shareholders who hold their Common Stock as capital assets. This discussion also does not address any tax consequences arising under
the laws of any state, local, or foreign jurisdiction. Accordingly, each shareholder is strongly urged to consult with a tax adviser
to determine the federal, state, local or foreign income or other tax consequences to such shareholder related to any Reverse Split.
The Reverse Split is
intended to be a tax-free recapitalization to the Company and its stockholders, except for those stockholders who receive shares of Common
Stock in lieu of a fractional share. Stockholders will not recognize any gain or loss for federal income tax purposes as a result of
the Reverse Split, except for those stockholders receiving shares of Common Stock in lieu of a fractional share (as described herein).
The holding period for shares of Common Stock after the Reverse Split, will include the holding period of shares of Common Stock before
the Reverse Split, provided that such shares of Common Stock are held as a capital asset at the effective time of the Amendment. The
adjusted basis of the shares of Common Stock after the Reverse Split will be the same as the adjusted basis of the shares of Common Stock
before the Reverse Split, excluding the basis of fractional shares. A stockholder who receives shares of Common Stock in lieu of a fractional
share generally may recognize gain in an amount not to exceed the excess of the fair market value of such shares over the fair market
value of the fractional share to which the stockholder was otherwise entitled.
THIS SUMMARY IS NOT
INTENDED AS TAX ADVICE TO ANY PARTICULAR PERSON. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY ASSUMES THAT THE SHARES
OF COMMON STOCK ARE HELD AS “CAPITAL ASSETS” AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES
TO THE COMPANY’S STOCKHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY BE SUBJECT TO SPECIAL
TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES, FINANCIAL
INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY CONSEQUENCES OF ANY REVERSE SPLIT UNDER ANY STATE,
LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF ANY REVERSE SPLIT MAY VARY AS TO EACH STOCKHOLDER DEPENDING ON THE
STATE IN WHICH SUCH STOCKHOLDER RESIDES.
AS A RESULT, IT IS
THE RESPONSIBILITY OF EACH STOCKHOLDER TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE FOLLOWING:
(A) THE EFFECT ON HIS, HER OR ITS TAX SITUATION OF ANY FORWARD SPLIT, INCLUDING, BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE,
LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION
REQUIRED IN CONNECTION WITH ANY REVERSE SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE RESPONSIBILITY OF EACH STOCKHOLDER TO
PREPARE AND FILE ALL APPROPRIATE FEDERAL, STATE, LOCAL, AND, IF APPLICABLE, FOREIGN TAX RETURNS.
Tax Consequences for the Company
The Company should not recognize any gain
or loss as a result of the Reverse Split.
Fractional Shares
We will not issue fractional
certificates for post-reverse split shares in connection with the reverse split. Any shareholder owning a fractional share as a result
of the corporate action will be rounded up to the next whole share.
Share Certificate Transfer Instructions
The Company anticipates
that the reverse split will become effective after approval by FINRA and the SEC, the filing of the Certificate of Amendment with the
Utah Secretary of State, 20 days after the mailing of this Information Statement to our stockholders entitled to receive notice thereof.
Beginning on the effective date, each certificate representing pre-reverse split shares will be deemed for all corporate purposes to
evidence ownership of post-reverse split shares. The Company will advise stockholders of the effective date in press releases and on
Form 8-K.
Our transfer agent,
Pacific Stock Transfer Company 6725 Via Austi Pkwy, Suite 300, Las Vegas NV 89119, will act as exchange agent for purposes of implementing
the exchange of stock certificates. Holders of pre-reverse split shares may choose to surrender to the exchange agent certificates representing
pre-reverse split shares in exchange for certificates representing post-reverse split shares. Until a stockholder forwards a completed
letter of transmittal, together with certificates representing such stockholder’s shares of pre-Reverse Split Common Stock to the
transfer agent and receives in return a certificate representing shares of post-Reverse Split Common Stock, such stockholder’s
pre-Reverse Split Common Stock shall be deemed equal to the number of whole shares of post-Reverse Split Common Stock to which such stockholder
is entitled as a result of the Reverse Split.
DISTRIBUTION AND
COSTS
We will pay the cost
of preparing, printing, and distributing this Information Statement. Only one Information Statement will be delivered to multiple stockholders
sharing an address unless contrary instructions are received from one or more of such stockholders. Upon receipt of a written request
at the address noted above, we will deliver a single copy of this Information Statement and future stockholder communication documents
to any stockholders sharing an address to which multiple copies are now delivered.
