Preferred Stock |
12 Months Ended |
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Dec. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | 8. Preferred Stock
Our Articles of Incorporation authorize us to issue up to shares of preferred stock, $ par value. Of the authorized shares of preferred stock, the total number of shares of Series A Preferred Stock the Corporation shall have the authority to issue is , with a stated par value of $ per share, the total number of shares of Series B Preferred Stock the Corporation shall have the authority to issue is , with a stated par value of $ per share, the total number of shares of Series C Preferred Stock the Corporation shall have the authority to issue is , with a stated par value of $ per share, the total number of shares of Series D Preferred Stock the Corporation shall have the authority to issue is , with a stated par value of $ per share, and the total number of shares of Series E Preferred Stock the Corporation shall have the authority to issue is , with a stated par value of $ per share. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors’ power to set the terms of, and our ability to issue preferred stock, will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company.
As of December 31, 2022, we had shares of our Series A preferred stock, shares of Series B preferred stock, share of Series C preferred stock, share of Series D preferred stock, and shares of Series E preferred stock issued and outstanding.
The If all of our Series A, B and E Preferred Stock are converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 61,672,201 shares. issued and outstanding shares of Series A Preferred Stock are convertible into shares of common stock at a rate of common shares for each Series A Preferred Share. The issued and outstanding shares of Series B Preferred Stock are convertible into shares of common stock at a rate of common shares for each Series B Preferred Share. The issued and outstanding shares of Series E Preferred Stock are convertible into shares of common stock at a rate of common shares for each Series E Preferred Share.
The of all shares entitled to vote and is held by ViaOne Services LLC, a Company controlled by our CEO. issued and outstanding shares of Series C Preferred Stock has voting rights equivalent to 51%
The Series D Preferred Stock can be convertible into shares of common stock at the lower of the Fixed Conversion Price ($.06 per share) or at the VWAP which shall be defined as the average of the five (5) lowest closing prices during the 20 days prior to conversion. We did not have any share of Series D preferred stock issued and outstanding as of December 31, 2022.
The Series A, Series B, Series C and Series D have a liquidation preference to the common shareholders.
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