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TheStreet Open House

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.

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