"Mr. Bordynuik was a party to a letter agreement (the “Letter Agreement”) with certain investors (the “Investors”) in our May 2012 private placement, which Letter Agreement contained certain restrictions on Mr. Bordynuik’s ability to vote his shares of Series A Preferred Stock. Prior to the filing of this Information Statement, the Letter Agreement was terminated upon the receipt of waiver/rescission notices from the requisite number of Investors required under the Letter Agreement’s terms. Upon effectiveness of the Charter Amendment, Mr. Bordynuik has agreed with us to return all his shares of Series A Preferred Stock to the Company for cancellation ."
Thinking about it a bit;
As of May 16, 2014 the "Wesson Catharsis" appears complete. It was a long arduous process. The final strategic step necessary appears to have been the dismissal of the CFO, who may have been "tainted" by May 2012 investor group ties, and the appointment of his replacement.
My guess the new CFO was appointed with the approval of a major shareholder. That shareholder held the necessary votes to allow the Letter Agreement" to be waived by a majority of shareholders. That at last puts the threat to the company by that outside group to bed.
So as of May 16, 2014 the company can go forward with Action 1 of the filing.
"In connection with the Name Change, the trading symbol and CUSIP number of our Common Stock will also be changed. We will apply to FINRA for a new trading symbol and to the CUSIP bureau for a new CUSIP number and subsequently the Common Stock will be assigned a new trading symbol and a new CUSIP number."
There may be repercussions to some traders of the JBII stock certificates when this action is implemented.
Then, I anticipate the company will make strategic announcements relating to Action 2 of the filing.
"The Board of Directors is considering, and will continue to consider, various financing options, including the issuance of Common Stock or securities convertible into Common Stock from time-to-time to raise additional capital necessary to support operations and future growth of the Company. As a result of the Share Increase, the Board of Directors will have more flexibility to pursue opportunities to engage in possible future capital market transactions involving Common Stock or securities convertible into Common Stock, including, without limitation, public offerings or private placements of such Common Stock or securities convertible into Common Stock. There are no specific financing transactions under consideration at this time that would require the issuance of the additional authorized shares of Common Stock included in the Charter Amendment.
In addition, our growth strategy may include the pursuit of selective acquisitions to execute our business plan. We could also use the additional Common Stock for potential strategic transactions, including, among other things, acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments. There are no specific acquisitions under consideration at this time that would require the issuance of the additional authorized shares of Common Stock included in the Charter Amendment."
I think the table is set and things will happen pretty quickly now. The results that will be disclosed in the 10-K and the 10-Q for Q1 really are irrelevant. So it appears no later than this week the mailing to shareholders will take place.
"Our Board of Directors has fixed the close of business on May 16, 2014 (the “Record Date”), as the Record Date for the determination of stockholders entitled to notice of the action by written consent. Pursuant to Rule 14c-2 under the Securities and Exchange Act, of 1934, as amended (the “Exchange Act”), the Charter Amendment will not be implemented until at least twenty (20) calendar days after the mailing of this Information Statement to our stockholders. This Information Statement will be mailed on or about May __, 2014, to our stockholders as of the close of business on the Record Date."
