Corporate Action, Changes in Control (Form 8-K)

Item 3.03. Material Modification to Rights of Security Holders.

As described below under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, stockholders of the Company approved a proposal granting the board of directors of the Company (the "Board") authority to effect up to two reverse stock splits (individually a "Reverse Stock Split" and collectively, the "Reverse Stock Splits") with respect to the Company's issued and outstanding shares of common stock having an aggregate ratio of 1-for-2 to 1-for-199 (the "Range"), with the ratio at which the Reverse Stock Split would be effected to be a ratio within the Range to be determined at the discretion of the Company's Board. If and when implemented by the Board, the Reverse Stock Split will be effected by an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter").

The Reverse Stock Split, once implemented, will result in a reduction in the number of shares of common stock outstanding and may affect certain rights of security holders, including voting rights and the number of shares available for future issuance. Additional details regarding the Reverse Stock Split and its impact on stockholders will be provided in subsequent disclosures as the Board determines the final ratio and timing of the Reverse Stock Split.

In addition, as further described in Item 5.03 of this Current Report on Form 8-K, at the Special Meeting, stockholders of the Company approved amendments to the Company's Charter to (i) increase the number of authorized shares of our common stock to 1,000,000,000 (one billion) shares (the "Authorized Stock Increase Amendment"), and (ii) permit stockholder approval by written consent in lieu of a meeting (the "Written Consent Amendment").

The Authorized Stock Increase Amendment provides the Company with a greater number of options and flexibility to identify and successfully pursue a Target Company for a Post-Closing Transaction. In addition, the Authorized Stock Increase Amendment provides flexibility to issue additional shares of the Company's common stock and/or and securities or equity awards which may be convertible, exercisable or otherwise settleable in common stock for business and financial purposes in the future.

The Written Consent Amendment would allow for any action required or permitted to be taken by the Company's stockholders at a meeting of stockholders to be effected by written consent, assuming such consent is signed by the requisite holders necessary to authorize or take such action.

The information and disclosure in Item 5.03 is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant

As described below under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, stockholders of the Company approved the issuance of common stock upon the conversion of the Preferred Stock. Following the filing of the Certificate of Amendment with the Secretary of State of Delaware described in Item 5.03 below, all of the shares of Preferred Stock are convertible by Mr. Lazar, at his option, into 111.0 million shares of common stock. As a result of the full conversion of the Preferred Stock, 111.0 million shares of common stock are issuable, which collectively represent approximately 96.4% of the total number of shares of common stock currently outstanding on a fully diluted basis.