This prospectus relates to the resale by the selling stockholders of up to 154,833,333 shares of our common stock. The selling stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions.
The total number of shares sold herewith consists of the following shares to be issued to the selling stockholders: (i) up to 64,450,000 shares issuable upon conversion of a Secured Loan Agreement with Apix International Limited in the amount of $3,660,000 and accrued interest thereon in the amount of $207,000 (ii) 61,800,000 shares issuable upon the exercise of warrants, and (iii) up to 28,583,333 shares issuable upon conversion of the Facility and Exit Fees payable in connection with the Secured Loan. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. We will, however, receive proceeds from the exercise, if any, of warrants to purchase up to 61,800,000 shares of common stock. All costs associated with this registration will be borne by us.
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Shares offered by Selling Stockholders...................... Up to 154,833,333 shares, consisting of (i) 64,450,000 shares issuable upon the conversion of the Secured Loan and accrued interest thereon, (ii) up to 61,800,000 shares issuable upon the exercise of warrants, and (iii) up to 28,583,333 shares issuable upon conversion of Facility Fee and Exit Fees.
Common Stock to be outstanding after the offering................ 256,027,836 *
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