Company To Register Shares Issuable Under Rights Offering Following the Reverse Split
On October 27, 2020, the Board of Directors of the Company approved the following corporate actions:
- A "Reverse Split" of our common stock in a ratio of 10:1 - fractional shares rounded up to the next whole share;
- A simultaneous decrease in authorized common stock down to 750,000,000;
- A "Rights Offering" of "registered" shares for shareholders of record as of end of day November 25, 2020, (the "Record Date") entitling each such shareholder to purchase shares of common stock directly from the Company at a price per share to be announced by the Board of Directors after the Reverse Split. The shares are to be offered pursuant to a registration statement to be filed with the Securities and Exchange Commission for up to 200,000,000 shares issuable under the Rights Offering.
Each of the above corporate actions will be described in more detail in an Information Statement to be mailed to the shareholders in the coming weeks.
The primary purpose and intent of the Rights Offering is to raise funds to increase investible assets, allowing the Company to take advantage of opportunities to grow, including the expansion of our product line and the acquisition of other companies in our industry or related markets.
Shareholders as of the Record Date will have the right to purchase 10,000 shares of the Company's post-split common stock for every 100 shares held on that date. The minimum purchase quantity per shareholder will be 10,000 shares. Any shareholders owning less than 100 shares will be entitled to purchase not less than the minimum quantity of shares. The subscription price per share shall be set by the Board of Directors.
The proposed Record Date for shareholders to be eligible to participate in the Rights Offering is November 25, 2020. The subscription period for the Rights Offering is expected to begin promptly following the Effective Date of the Registration Statement (as determined by the SEC), and continue for a minimum of 90-days. During the subscription period, shareholders may subscribe for the shares directly from the Company via the Prospectus and subscription agreement which will be separately sent to shareholders.
Shareholders who wish to participate in the Rights Offering must complete the Rights Offering's subscription agreement which will be sent to them, and send it back to the Company, together with payment in full for the shares.
Periodic updates and other announcements pertaining to the Rights Offering will be announced over public media. Shareholders should watch for subsequent announcements.
As always, we thank you for your continued support of our Company.
President and CEO, Director
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
PotNetwork Holdings, Inc. (OTC Pink: POTN), a publicly traded SEC reporting company, is a holding company for its principal subsidiaries, First Capital Venture Co., the owner of Diamond CBD, Inc., the maker of Diamond CBD products, and PotNetwork Media Group, Inc., the publisher of PotNetwork News.
Diamond CBD, our primary operating subsidiary, focuses on the development, and marketing of premium hemp extracts containing a broad spectrum of natural hemp derivatives. Diamond CBD's team includes hemp industry pioneers and experts dedicated to producing the purest and most effective cannabidiol (CBD) containing products. The result is a robust selection including powerful natural CBD oils, tinctures, edibles, and other CBD-containing products. For more information, please visit our website at www.DiamondCBD.com.
Safe Harbor: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and similar expressions are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter forward-looking statements, whether as a result of new information, future events or otherwise.
PotNetwork Holdings, Inc.
SOURCE: PotNetwork Holdings, Inc