| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ACON | Series A Preferred Stock | Purchase | $1K | +1 | $1,000.00* | 1 | Feb 16, 2023 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | On February 16, 2023, the Company sold one (1) share of the Company's newly designated Series A Preferred Stock to the reporting person in a private placement for an aggregate purchase price of $1,000. The Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series A Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Share of Series A Preferred Stock will not be entitled to receive dividends of any kind. |
| F2 | The holder of the Share of Series A Preferred Stock will not be entitled to receive dividends of any kind. The one share of Series A Preferred Stock will have 15,000,000 votes and will vote together with the outstanding shares of the Company's common stock as a single class exclusively with respect to any proposal to amend the Company's Certificate of Incorporation to effect a reverse stock split of the Company's common stock. The Share of Series A Preferred Stock will be voted, on any such reverse stock split proposal in the same proportion as shares of common stock are voted on such proposal (excluding any common shares that are not voted). The Series A Preferred Stock otherwise has no voting rights, except as may otherwise be required by Delaware Law. |
| F3 | The outstanding share of Series A Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Series A Preferred Stock will receive consideration of $1,000.00 in cash. |