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Posted On: 06/15/2023 5:07:39 PM
Post# of 82676
And it just gets worse, new S-1
This prospectus relates to the resale of up to 990,444,446 shares of our common stock, par value $0.0001 per share (the “Common Stock”), which consists of the shares of common stock being offered by 7 Selling Shareholders that are issuable upon conversion of 990,444,446 common stock purchase warrants at an exercise price of $0.0036. The shares of common stock being offered by the Selling Stockholders are issuable upon each Selling Stockholder’s notice of conversion to be delivered to us pursuant to the common stock purchase warrants that each of the Selling Stockholders have with us.
The aggregate of 990,444,446 Common Stock Shares that are registered herein may be sold pursuant to this Prospectus and constitute an aggregate of 41% of the Company’s 1,418,017,570 issued and outstanding shares as of June 13, 2023 plus the 990,444,446 Common Stock Shares for a total of 2,408,462,016 issued and outstanding shares (assuming the issuance of the 990,444,446 shares being registered herein). Each of the Selling Stockholders are deemed to be an “underwriter” within the meaning of Section 2(a) (11) of the Securities Act of 1933, as amended (the “Act”) and any broker-dealers or agents that are involved in selling the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents, if any, and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions.
We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale of shares of our common stock by the Selling Stockholders under this Prospectus, however, in conjunction with the common stock purchase warrants we have issued to each of the Selling Stockholders, we would receive an aggregate of $3,392,800 from the conversion of all 990,444,446 purchase warrants assuming that all such warrants being registered herein are converted into common stock shares at an assumed exercise price of $0.0036 and all the Selling Shareholders engage in resales of our common stock.
This prospectus relates to the resale of up to 990,444,446 shares of our common stock, par value $0.0001 per share (the “Common Stock”), which consists of the shares of common stock being offered by 7 Selling Shareholders that are issuable upon conversion of 990,444,446 common stock purchase warrants at an exercise price of $0.0036. The shares of common stock being offered by the Selling Stockholders are issuable upon each Selling Stockholder’s notice of conversion to be delivered to us pursuant to the common stock purchase warrants that each of the Selling Stockholders have with us.
The aggregate of 990,444,446 Common Stock Shares that are registered herein may be sold pursuant to this Prospectus and constitute an aggregate of 41% of the Company’s 1,418,017,570 issued and outstanding shares as of June 13, 2023 plus the 990,444,446 Common Stock Shares for a total of 2,408,462,016 issued and outstanding shares (assuming the issuance of the 990,444,446 shares being registered herein). Each of the Selling Stockholders are deemed to be an “underwriter” within the meaning of Section 2(a) (11) of the Securities Act of 1933, as amended (the “Act”) and any broker-dealers or agents that are involved in selling the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents, if any, and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions.
We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale of shares of our common stock by the Selling Stockholders under this Prospectus, however, in conjunction with the common stock purchase warrants we have issued to each of the Selling Stockholders, we would receive an aggregate of $3,392,800 from the conversion of all 990,444,446 purchase warrants assuming that all such warrants being registered herein are converted into common stock shares at an assumed exercise price of $0.0036 and all the Selling Shareholders engage in resales of our common stock.
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