there Are 350mm Common Shares, But The Company Has Other Dilutive Securities Which Could Add 429,385,696 Additional Shares: 30,000,000 Shares Of Common Stock Issuable Under The 2016 Equity Incentive Plan; 100 Shares Of Common Stock Issuable Upon Conversion Of Our Series A Preferred Stock; 106,890,000 Shares Of Common Stock Issuable Upon Conversion Of Our Series Q Preferred Stock, Which Conversion Will Occur Immediately Upon The Filing Of The Certificate Of Amendment With The Secretary Of State Of The State Of Nevada If This Proposal 4 Is Approved By Our Stockholders; 215,281,283 Shares Of Common Stock Issuable Upon Conversion Of Our Series B Preferred Stock (which Includes Shares Of Common Stock Issuable As A Result Of The Conversion Of Series Z Preferred Stock Into Series B Preferred, And Thereafter, Into Shares Of Common Stock); 15,164,262 Shares Of Series B Preferred Stock Issuable Upon Conversion Of Our Series Z Preferred Stock, Which Conversion Will Occur Immediately Upon The Filing Of The Certificate Of Amendment With The Secretary Of State Of The State Of Nevada If This Proposal 4 Is Approved By Our Stockholders; 2,500,00 Shares Of Common Stock Issuable Upon Conversion Of Series N Preferred Stock, Which Conversion Will Occur Immediately Upon The Filing Of The Certificate Of Amendment With The Secretary Of State Of The State Of Nevada If This Proposal 4 Is Approved By Our Stockholders; Up To 30,746,782 Shares Of Common Stock Issuable Upon Exercise Of Outstanding Warrants; Up To 6,700,000 Shares Of Common Stock Issuable Upon Exercise Of Outstanding Options; And Up To 22,103,269 Shares Of Common Stock Issuable Upon Conversion Of Outstanding Notes.

While many had hoped that this outrageous proposal would be removed from the final proxy , which was filed in August, the potential amendment to the Amended Articles of Incorporation was still included: In order to appreciate the potential impact of the exclusion of the Series B from a reverse-split, it’s important to understand the capital structure of the company.  There are 350mm common shares, but the company has other dilutive securities which could add 429,385,696 additional shares: 30,000,000 shares of Common Stock issuable under the 2016 Equity Incentive Plan; 100 shares of Common Stock issuable upon conversion of our Series A Preferred Stock; 106,890,000 shares of Common Stock issuable upon conversion of our Series Q Preferred Stock, which conversion will occur immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada if this Proposal 4 is approved by our stockholders; 215,281,283 shares of Common Stock issuable upon conversion of our Series B Preferred Stock (which includes shares of Common Stock issuable as a result of the conversion of Series Z Preferred Stock into Series B Preferred, and thereafter, into shares of Common Stock); 15,164,262 shares of Series B Preferred Stock issuable upon conversion of our Series Z Preferred Stock, which conversion will occur immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada if this Proposal 4 is approved by our stockholders; 2,500,00 shares of Common Stock issuable upon conversion of Series N Preferred Stock, which conversion will occur immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada if this Proposal 4 is approved by our stockholders; Up to 30,746,782 shares of Common Stock issuable upon exercise of outstanding warrants; Up to 6,700,000 shares of Common Stock issuable upon exercise of outstanding options; and Up to 22,103,269 shares of Common Stock issuable upon conversion of outstanding notes. Adding the common shares to the potential common shares upon conversion or exercise of these securities, there would be approximately 779mm shares. The company, if it conducts Medical marijuana a reverse-split, would exchange each share of common stock for a smaller number of shares, ranging from as few as 0.05 (1:20) to as many as 0.20 (1:5). At present, the B Preferred shares, including conversion of the Z Preferred, would represent approximately 215mm of the 779mm shares, or 27.6%. With a 1:5 reverse-split, the 215mm shares would not change, while all other shares would be subject. This would boost the ownership of the B Preferred holders to 65.6%. In the event the reverse-split were 1:20, the ownership of the company by the B Preferred holders would soar to 88.4%! There may be some reason that justifies this seemingly self-serving action, but our repeated efforts to learn directly from the company were ignored, leaving us to conclude that the answer is the obvious one: Insider enrichment. Should we be surprised? Mike Nahass, who serves as Director, Secretary and Treasurer of TRTC, made his motivation very clear five years ago in a fascinating documentary detailing the early days of the company, Marijuana Gold Rush  (at 24:05).

To read more visit https://www.newcannabisventures.com/terra-tech-insiders-cash-out-as-cannabis-penny-stock-enrichment-scheme-unfolds/

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