On October 16, 2018, we entered into the Registration Rights Agreement pursuant to which we agreed, among other things, that we will file with the SEC, by no later than February 1,
2019, a Registration Statement under the Securities Act that covers the resale of the Warrant Shares.
We are registering 15,963,034 Common Shares for resale pursuant to the registration statement of which this prospectus forms a part as required by the Registration Rights
Anti-Takeover Effects of Nevada Law and Provisions of our Amended and Restated Articles of
Incorporation, as amended, and Fourth Amended and Restated Bylaws, as amended
Certain provisions of Nevada law and our Amended and Restated
Articles of Incorporation, as amended, and Fourth Amended and Restated Bylaws, as
amended, could make the following more
- acquisition of us by means of a tender offer;
- acquisition of us by means of a proxy contest or otherwise; or
- removal of our incumbent officers and directors.
These provisions, summarized below, could have the effect of discouraging certain types of coercive takeover practices and
inadequate takeover bids. These provisions may also encourage persons seeking to acquire control of
us to first negotiate with our board of directors.
Classified Board. Our Amended and Restated Articles of Incorporation, as amended,
provide that our board of directors is to be divided into three classes, as nearly equal in number as possible, with directors in each class serving three-year terms. This provision may
have the effect of delaying or discouraging an acquisition of us or a change in our management.
Requirements for Advance Notification of Stockholder Nominations and Proposals. Our Fourth Amended and Restated Bylaws, as
amended, establish advance notice procedures with respect to stockholder proposals and the nomination of candidates
for election as directors, other than nominations made by or at the direction of the board of
Special Meetings of the Stockholders. Our Fourth Amended and Restated Bylaws, as amended,
provide that special meetings of the stockholders may be called by our Chair of the Board or our President, or by our board of directors acting pursuant to a resolution
adopted by the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships.
No Cumulative Voting. Our Amended and Restated Articles
of Incorporation, as amended, and Fourth Amended and Restated Bylaws, as
amended, do not provide for cumulative voting in the election of directors.
Undesignated Preferred Stock. The authorization of undesignated preferred stock in our Amended and Restated Articles of
Incorporation, as amended, makes it possible for our board of directors to issue preferred stock with voting or other
rights or preferences that could impede the success of any attempt to change control of the
Company. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of the Company.
In addition, the Nevada Revised Statutes contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. Nevada's "acquisition of controlling
interest" statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These "control
share" laws provide generally that any person that acquires a "controlling interest" in certain Nevada corporations may be denied voting rights, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting rights. These laws will apply
to us if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger) and do business in the State of Nevada directly or
through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a
person acquires a "controlling interest" whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that
person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the
election of directors. Once an acquirer crosses one of these