Although many here have disagreed with my posts in the past and I have been deleted frequently, I nevertheless am going to take the time to set forth a few observations.
To set the record straight, Gerry and Kevin were appointed as directors on May 11, 2017 which is the same day that consulting agreements were approved by the board of directors. (see 8k, May 12th) They effectively voted themselves consulting contracts and then, as we all know, resigned their board positions on Sept. 11th. Following their resignations Michael Welch and David Seeberger were appointed to the board. (See 8k, Sept. 14th)
Early this year Ms. Lily Li purchased all of the Preferred A shares (1 million) from Jerry Grisaffi which, at the time, had a 400:1 voting right giving her functional and absolute control of the company. Since her purchase the voting rights were first increased to 1200 votes per share of preferred A stock (8k, Mar. 15th) , and then back to 400 votes per share of Preferred A stock (8k, July 14th). So, unless a stark majority of the issued and outstanding common shares vote against her, she retains control. The advent of a stockholder revolt to gain control is unlikely as many shares end up not voting and, as stated, it would take a majority of all outstanding common shares to usurp her control. Her control seems secure.
Now, the big observation.
On September 18th, 2017 the Board of Directors (BOD), which is effectively controlled by Michael Welch and David Seeberger, approved a Certificate of Designation for a newly designated Series E Preferred Stock.
The class of Series E Preferred Stock consists of 789,474 shares. Each share of Series E Preferred Stock will automatically convert to one (1) share of common stock immediately following the effectiveness of an amendment to our Articles of Incorporation increasing the amount of our authorized capital stock. Series E Preferred Stock shall have the right to cast two thousand (2,000) votes for every one (1) share of Series E Preferred Stock on any and all proposals to amend our Articles of Incorporation to increase the authorized capital stock of the company. The holders of Series E Preferred Stock shall have no other voting rights.
The BOD then immediately issued all 789,474 shares of this newly designated Preferred E stock to Michael Welch. On September 19, 2017, the BOD and Mr. Welch, acting pursuant to the special voting rights accruing under the Series E Preferred Stock (2000 votes for every 1 share), approved an amendment to our Articles of Incorporation increasing our authorized common stock to 4,000,000,000 shares. Mr. Welch’s Preferred E shares will now automatically convert to common shares in 20 days.
So, what does this mean? Well, with the increase in the authorized shares, Ms. Lily Li is in jeopardy of having control wrested from her. Yes, the stated intent of the increase in the A/S was to have equity capital available to attract and close a financing package, but the underlying effect upon the issuance of as little as 300 million shares is that the hierarchy of RMHB is about to change as the Strength of Ms. Li’s Preferred A shares diminishes.
I will add this as a footnote. Ms. Li could be the source of the financing in which case her position could remain static or, perhaps strengthen. In any case, it will likely be 20 days before the announcement of a funding deal as the equity capital will not be available until the increase in the A/S becomes effective.
To set the record straight, Gerry and Kevin were appointed as directors on May 11, 2017 which is the same day that consulting agreements were approved by the board of directors. (see 8k, May 12th) They effectively voted themselves consulting contracts and then, as we all know, resigned their board positions on Sept. 11th. Following their resignations Michael Welch and David Seeberger were appointed to the board. (See 8k, Sept. 14th)
Early this year Ms. Lily Li purchased all of the Preferred A shares (1 million) from Jerry Grisaffi which, at the time, had a 400:1 voting right giving her functional and absolute control of the company. Since her purchase the voting rights were first increased to 1200 votes per share of preferred A stock (8k, Mar. 15th) , and then back to 400 votes per share of Preferred A stock (8k, July 14th). So, unless a stark majority of the issued and outstanding common shares vote against her, she retains control. The advent of a stockholder revolt to gain control is unlikely as many shares end up not voting and, as stated, it would take a majority of all outstanding common shares to usurp her control. Her control seems secure.
Now, the big observation.
On September 18th, 2017 the Board of Directors (BOD), which is effectively controlled by Michael Welch and David Seeberger, approved a Certificate of Designation for a newly designated Series E Preferred Stock.
The class of Series E Preferred Stock consists of 789,474 shares. Each share of Series E Preferred Stock will automatically convert to one (1) share of common stock immediately following the effectiveness of an amendment to our Articles of Incorporation increasing the amount of our authorized capital stock. Series E Preferred Stock shall have the right to cast two thousand (2,000) votes for every one (1) share of Series E Preferred Stock on any and all proposals to amend our Articles of Incorporation to increase the authorized capital stock of the company. The holders of Series E Preferred Stock shall have no other voting rights.
The BOD then immediately issued all 789,474 shares of this newly designated Preferred E stock to Michael Welch. On September 19, 2017, the BOD and Mr. Welch, acting pursuant to the special voting rights accruing under the Series E Preferred Stock (2000 votes for every 1 share), approved an amendment to our Articles of Incorporation increasing our authorized common stock to 4,000,000,000 shares. Mr. Welch’s Preferred E shares will now automatically convert to common shares in 20 days.
So, what does this mean? Well, with the increase in the authorized shares, Ms. Lily Li is in jeopardy of having control wrested from her. Yes, the stated intent of the increase in the A/S was to have equity capital available to attract and close a financing package, but the underlying effect upon the issuance of as little as 300 million shares is that the hierarchy of RMHB is about to change as the Strength of Ms. Li’s Preferred A shares diminishes.
I will add this as a footnote. Ms. Li could be the source of the financing in which case her position could remain static or, perhaps strengthen. In any case, it will likely be 20 days before the announcement of a funding deal as the equity capital will not be available until the increase in the A/S becomes effective.
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