This Day On The Street
Continue to site
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

Viral Genetics Announces Details Of Corporate Restructuring, Including Name Change, Reverse Stock Split And Increase To Authorized Capital

All share quantities and per-share prices discussed in the preceding section are on a pre-split basis, and will be adjusted proportionately with the reverse stock split (downward for share quantities and upwards for per-share prices).

Series A Preferred Shares Amendment and Issuances

Effective August 16, 2012, the Board and a majority of the holders of the Company’s Series A Preferred Stock approved an amendment to the Certificate of Designation for Series A Preferred Stock of the Company to increase the number of authorized preferred shares to 10,000,000, and to modify the terms of the preferred stock to allow the reissuance of previously cancelled shares.

Immediately thereafter, on August 17, 2012, the Company issued a total of 5,120,030 Series A Preferred Shares to four affiliates of the Company (Haig Keledjian, M. Karen Newell-Rogers, Robert Berliner, and Michael Capizzano or entities controlled by them) in exchange for the repurchase of a total of approximately 98 million outstanding common share purchase warrants and options valued at $155,523 using the Black-Scholes option valuation model, and, in the case of Haig Keledjian, a subscription in the amount of $252,000 via cancellation of outstanding debt. The Series A Preferred shares issued in connection with these transactions are convertible into a total of 51,200,300 common shares (pre-reverse split). The Company issued the Series A Preferred shares at a 300% premium to the then-current market value of the effective number of common shares such Preferred Shares were exchangeable into at that time. Thus, the affiliated purchasers paid a total of 4 times the market value of the underlying common shares into which the Preferred Shares are convertible.

Reverse Stock Split

Effective upon the record date of November 26, 2012, or such other date as may be necessary to complete the standard FINRA review process, all shares of common stock issued and outstanding on the record date will be cancelled and exchanged for shares of new common stock at the ratio of 1 new common share for each 600 old common shares. The number of issued and outstanding shares of Series A Preferred Stock will remain unchanged at 9,715,443; however, as a result of the reverse stock split, the number of common shares they are convertible into will be decreased by the 1-for-600 ratio.

3 of 5

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
SYM TRADE IT LAST %CHG

Markets

DOW 18,010.68 -115.44 -0.64%
S&P 500 2,107.39 -13.40 -0.63%
NASDAQ 5,070.0260 -27.95 -0.55%

Partners Compare Online Brokers

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs