NETE Net Element Inc

INFORMATION STATEMENT

This Information Statement is being furnished by the Board of Directors of Mullen Automotive Inc., a Delaware Corporation (the “Company”, “we”, “our” or “us”), to the holders of record of shares of our common stock, par value $0.001 per share (“Common Stock”), Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred"), Series B Preferred Stock, par value $0.001 per share (“Series B Preferred”), and Series C Preferred Stock, par value $0.001 per share (the "Series C Preferred"), as of the close of business on January 31, 2022 (the “Record Date”), to provide information with respect to the following action (the “Corporate Action”) that was approved by majority of our outstanding voting securities, on an as-converted basis, solely with respect to the Series B Preferred and Series C Preferred (the “Majority Stockholders”), as well as a majority of the holders of our Series A Preferred, following a recommendation that Stockholders approve the Corporate Action by our Board of Directors acting by written consent:

The filing of a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the "Certificate", or, the "Charter") in order to: 

Our Board of Directors’ authority to implement the Corporate Action will not become effective until 20 calendar days after this Information Statement is first mailed or otherwise delivered to our stockholders of record as of the close of business on the Record Date.

AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS

Under the Delaware General Corporation Law (the “DGCL”), our Certificate of Incorporation and Bylaws (the “Bylaws”), any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and consent to such action in writing. Accordingly, approval of the Corporate Action required the affirmative vote or approval by (1) the written consent of a majority of our issued and outstanding voting securities, which consists of our Common Stock, our Series A Preferred, entitling the holders thereof to 1,000 votes for each share of Series A Preferred beneficially held, and our Series B Preferred and Series C Preferred, both of which vote on an as-converted basis, and (2) the written consent of a majority of our issued and outstanding Series A Preferred, voting as a separate class. As of the Record Date for the determination of stockholders entitled to receive notice of the approval of the Corporate Action and to receive a copy of this Information Statement, there were 26,735,650 issued and outstanding shares of Common Stock, 15,358 shares of Series A Preferred, 5,567,319 issued and outstanding shares of Series B Preferred and 5,178,280 issued and outstanding shares of Series C Preferred, each of which are entitled to act with respect to the Corporate Action.

As of the Record Date, the total votes of the Company’s issued and outstanding capital stock was 49,486,801, on an as-converted and voting basis, consisting of 26,735,650 issued and outstanding shares of Common Stock, 15,358,000 voting shares attributable to 15,358 issued and outstanding shares of Series A Preferred, 5,567,319 shares of Series B Preferred on an as-converted basis, and 5,178,280 shares of Series C Preferred on an as-converted basis. In addition, as of the Record Date, we had 15,358,000 shares of Series A Preferred Stock voting separately as a class.

Our Board of Directors approved the Corporate Action by unanimous resolution, subject to stockholder approval, on January 28, 2022, and on January 31, 2022, we received executed written consents approving the Corporate Action from (1) holders of our Common Stock and Preferred Stock representing an aggregate of 35,352,175 voting shares, or approximately 68.7% of our outstanding voting class, and (2) holders of our Series A Preferred, representing an aggregate of 14,904 shares of Series A Preferred, or 14,904,000 voting shares, which represent 97.0% of our outstanding Series A Preferred.

Accordingly, we have obtained all corporate approvals necessary to approve and authorize the Corporate Action. We are not seeking written consent from any other stockholder, and each of the Company’s stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. This Information Statement is furnished solely for the purposes of advising our stockholders of the approval of the Corporate Action by written consent and giving stockholders notice of the Corporate Action as required by Section 228(e) of the DGCL and Regulation 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

DESCRIPTION OF THE CORPORATE ACTION

APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO MODIFY THE VOTING RIGHTS OF SERIES A PREFERRED STOCKHOLDERS AND TO MODIFY THE LIQUIDATION PREFERENCE OF EACH OF THE SERIES A PREFERRED, SERIES B PREFERRED, AND SERIES C PREFERRED

General

Mullen Automotive Inc.’s Charter currently provides for a voting preference for Series A Preferred holders of 1,000 votes for each share of Series A Preferred held, and a liquidation preference of $0.10, in the case of the Series A Preferred, and $0.6877 per share in the case of the Series B Preferred and Series C Preferred.

Effective as of January 28, 2022 and January 31, 2022, respectively, our Board of Directors and the Majority Stockholders approved and authorized the filing of the Certificate of Amendment to effect an amendment to the Charter terminating the right of the holders of the Series A Preferred to the Voting Preference on the Termination Date, after which each share of Series A Preferred will be entitled to one vote for each share of Series A Preferred beneficially owned, and, as discussed below, (i) an amendment to the Charter to increase the liquidation preference of the Series A Preferred to $1.29 per share, and (ii) an amendment to the Charter to increase the Original Issue Price, as defined in the Charter, of each of the Series B Preferred and Series C Preferred to $8.84 per share, resulting in an increase in the liquidation preference for such Series B Preferred and Series C Preferred.

The Company is not increasing or decreasing the number of authorized shares of Series A Preferred, Series B Preferred or Series C Preferred. The Amendment will become effective upon filing the Certificate of Amendment with the Delaware Division of Corporations, which will reflect (i) the decrease of the Voting Preference of the Series A Preferred from 1,000 votes per share of Series A Preferred held, to one vote per share of Series A Preferred held, effective on the Termination Date; (ii) the increase of the liquidation preference of the Series A Preferred to $1.29 per share; and (iii) the increase of the Original Issue Prices of each of the Series B Preferred and Series C Preferred to $8.84 per share, resulting in an increase in the liquidation preference for such Series B Preferred and Series C Preferred. We expect to file the Certificate of Amendment with the State of Delaware as soon as practicable after 20 days following the date that this Information Statement is first mailed to stockholders. The Certificate of Amendment is provided with this Information Statement as Annex A.

Purpose of and Rationale for the Charter Amendments

On August 4, 2020, the Company, as Net Element, Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mullen Technologies, Inc., a California corporation (“Mullen Technologies”), Mullen Acquisition, Inc., a California corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Mullen Automotive Inc., a California corporation and a wholly-owned subsidiary of Mullen Technologies (“Mullen Automotive-California”), providing for the merger of Merger Sub with and into the Mullen Automotive (the “Merger”), with Mullen Automotive-California surviving the Merger as a wholly-owned subsidiary of the Company.

On November 5, 2021, the Company filed the Charter with the Delaware Secretary of State to, among other changes, effectuate a change in the par value and increase the number of authorized shares of preferred stock from 1,000,000, par value $0.001, to 58,000,000 shares, par value $0.001 (the “Preferred Stock”), and to authorize the issuance of up to 200,000 shares of Series A Preferred, which series entitles the holder thereof to 1,000 votes per share and converts into Common Stock on a 100-for-1 basis.

On November 5, 2021, pursuant to the terms of the Merger Agreement, the Company closed the Merger whereby Merger Sub merged with and into the Mullen Automotive-California, with Mullen Automotive-California surviving as a wholly-owned subsidiary of the Company and changed its name to “Ottava Automotive Inc.” At the effective time of the Merger, each share of Mullen Automotive-California common stock, Series A Preferred, Series B Preferred and Series C Preferred issued and outstanding immediately prior to the Merger Effective Time, other than dissenting shares, were canceled and converted automatically into the right to receive a number of shares of Company Common Stock, Series A Preferred, Series B Preferred and Series C Preferred, as the case may be, determined in accordance with the Merger Agreement and as provided in Schedule A to the Merger Agreement. As a result, the Company issued an aggregate of 15,647,321 shares of Common Stock, 15,358 shares of Series A Preferred (which converts into 1,535,800 shares of Common Stock), 5,567,319 shares of Series B Preferred, and 5,178,280 shares of Series C Preferred. Pursuant to the closing of the Merger, all of Mullen Automotive’s outstanding common and preferred shares were exchanged for Net Element Common Stock and Preferred Stock. An aggregate of 43,971,895 shares, which represented 85% of the combined company, were allocated to holders of Mullen Automotive common stock, preferred stock and reserved for issuance under outstanding warrants.

Voting Preference Amendment

The objective of the Voting Preference Amendment is to ensure that we meet certain requirements set forth by the NASDAQ Capital Market following our Merger Agreement, including adhering to NASDAQ Listing Rule 5640, which addresses voting rights of stockholders. The Company is subject to the NASDAQ Listing Rules because our Common Stock is currently listed on NASDAQ.

NASDAQ Listing Rule 5640 (“Rule 5640”) provides that voting rights of existing stockholders of publicly traded common stock registered under Section 12 of the Exchange Act cannot be disparately reduced or restricted through any corporate action or issuance, and that a Company cannot create a new class of security that votes at a higher rate than an existing class of securities or take any other action that has the effect of restricting or reducing the voting rights of an existing class of securities. A violation of the voting rights requirement can result in delisting of the Company’s securities from Nasdaq, careful attention must be given to this issue to prevent a violation of the rule.

As a condition to, and in connection with, the consummation of the Merger, the Nasdaq Capital Market required that, on or before six months following the consummation of the Merger, the Company file a Certificate of Amendment to amend the Certificate by providing a date certain to terminate the Voting Preference, and in lieu thereof to provide that by the Termination Date each share of Series A Preferred be entitled to one vote for each share of Series A Preferred beneficially owned.

Liquidation Preference Amendment

In addition to the Voting Preference Amendment, the Merger Agreement requires the Company to amend the Certificate to adjust, based on a reverse ratio of one share of the Company for 12.8485 shares of Mullen Technologies (the “Reverse Ratio”): (i) the liquidation preference for the Series A Preferred to $1.29 per share from $0.10 per share as set forth in Section 2(c) of Article III(B) of the Certificate, and (ii) the “Series B Original Issue Price” of the Series B Preferred and the “Series C Original Issue Price” of the Series C Preferred to $8.84 per share from $0.6877 per share as set forth in Section 2(a) and Section 2(b), respectively, of Article III(B) of the Certificate (together with the Voting Preference Amendment, the “Charter Amendments”);

Prior to the Merger, shares of our Series A Preferred were convertible into Common Stock at a 100-for-1 basis, and shares of each of our Series B Preferred and Series C Preferred were convertible into Common Stock on a one-for-one basis (the “Conversion Ratios”). The objective of the Liquidation Preference Amendments, as required by the Merger Agreement, is to adjust the liquidation preferences of the Series A Preferred, Series B Preferred and Series C Preferred to ensure that the Conversion Ratios for each of the Series A Preferred, Series B Preferred and Series C Preferred, are unaffected by the Merger.

Effect of the Charter Amendments

The Charter Amendments will not have any immediate effect on the rights of existing stockholders, other than holders of our Series A Preferred, Series B Preferred and Series C Preferred. The Liquidation Preference Amendments of the Series A Preferred, Series B Preferred and Series C Preferred will be effective upon the filing of the Certificate of Amendment. The Voting Preference of holders of Series A Preferred will not immediately change upon the filing of the Certificate of Amendment, but will decrease from 1,000 votes per share of Series A Preferred held to one vote per share of Series A Preferred held effective on November 5, 2024.

The Charter Amendments will not otherwise alter or modify the rights, preferences, privileges or restrictions of outstanding shares of our Common Stock and Preferred Stock and stockholders of the Company’s Common Stock will not be diluted as a result of the Charter Amendments.

The Certificate of Amendment will become effective on the date that it is accepted for filing by the Delaware Secretary of State. The text of the Certificate of Amendment is subject to modification to include such changes as may be required by the Delaware Secretary of State to effectuate the amendments set forth in this Corporate Action.

Our Board of Directors expects to file the Certificate of Amendment promptly, but not sooner than 20 calendar days after this Information Statement has been first mailed or otherwise delivered to stockholders entitled to receive notice thereof.

DESCRIPTION OF OUR SECURITIES

General

Our Certificate of Incorporation authorizes a total of 558,000,000 shares of capital stock, consisting of (a) 500,000,000 shares of Common Stock, $0.001 par value per share, and (b) 58,000,000 shares of Preferred Stock, par value $0.001 per share. 

Common Stock

This section describes the general terms of our Common Stock that we may offer from time to time. For more detailed information, a holder of our Common Stock should refer to our Charter, set forth as Appendix B to this Information Statement, and to our Bylaws, a copy of which is filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K.

As of January 31, 2022, we had 26,735,650 shares of Common Stock issued and outstanding. Our authorized but unissued shares of Common Stock are available for issuance without action by our stockholders. All shares of Common Stock now outstanding are fully paid and non-assessable.

Each holder of our Common Stock is entitled to a pro rata share of cash distributions made to our stockholders, including dividend payments. The holders of our Common Stock are entitled to receive dividends when, as and if declared by our Board of Directors from funds legally available therefore. Cash dividends will be paid at the sole discretion of our Board of Directors. 

The holders of our Common Stock are entitled to one vote for each share of record on all matters to be voted on by our stockholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares of our Common Stock voting for the election of our directors can elect all of our directors.

In the event of our liquidation, dissolution or winding up, the holders of our Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our Common Stock.

Holders of our Common Stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our Common Stock.

Summary of Certain Provisions of Certificate of Incorporation and Bylaws

Our Charter and Bylaws, as applicable, among other things, (1) provide our Board with the ability to alter the Bylaws without stockholder approval, and (2) provide that vacancies on our Board of Directors may be filled by a majority of directors in office. These provisions, while designed to reduce vulnerability to an unsolicited acquisition proposal, and to discourage certain tactics used in proxy fights, may negatively impact a third-party’s decision to acquire us even if it would be beneficial to our stockholders.

Anti-Takeover Effects of Delaware Law and Certificate of Incorporation and Bylaws

We are subject to the Delaware anti-takeover laws regulating corporate takeovers, including Section 203 of the Delaware General Corporation Law (“DGCL”). These anti-takeover laws prevent Delaware corporations from engaging in a merger or sale of more than 10% of its assets with any shareholder, including all affiliates and associates of the shareholder, who owns 15% or more of the corporation’s outstanding voting stock, for three years following the date that the shareholder acquired 15% or more of the corporation’s assets unless:

A Delaware corporation may opt out of the Delaware anti-takeover laws if its certificate of incorporation or bylaws so provides. We have not opted out of the provisions of the anti-takeover laws. As such, these laws could prohibit or delay mergers or other takeover or change of control of us and may discourage attempts by other companies to acquire us even if it would be beneficial to stockholders.

Preferred Stock

This section describes the general terms and provisions of our outstanding shares of Preferred Stock, as well as Preferred Stock that we may offer from time to time. Under our Charter, our Board has the authority to issue series of Preferred Stock from time to time and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereon (or “Blank Check Preferred Stock”). A holder of our Preferred Stock should refer to our Charter, filed herewith and/or with the SEC as an exhibit to the Company’s Annual Report on Form 10-K.

Our Board of Directors has designated three series of Preferred Stock; (i) Series A Preferred, (ii) Series B Preferred, and (iii) Series C Preferred. As of January 31, 2022, there were 15,358 shares of Series A Preferred issued and outstanding, 5,567,319 shares of series B Preferred issued and outstanding, and 5,178,280 shares of Series C Preferred issued and outstanding.

Our Board of Directors has the authority, without action by our stockholders to designate and issue Preferred Stock in one or more series and to designate the rights, preferences and privileges of each series, which may be greater than the rights of our Common Stock. It is not possible to state the actual effect of the issuance of any shares of our Preferred Stock upon the rights of holders of our Common Stock until our Board of Directors determines the specific rights of the holders of our Preferred Stock. However, the effects might include, among other things:

The Series A Preferred, Series B Preferred, and Series C Preferred enjoy protective provisions wherein the Company may not consummate a Liquidation Event (as such term is defined in our Charter) without obtaining approval from the majority of each series, voting separately. Similar approval is required for the issuance of any equity security having a preference over or parity with Series A Preferred, Series B Preferred, or Series C Preferred, as the case may be, with respect to dividends, liquidation, redemption or voting. The Company also requires the approval from each affected series to amend our Charter or the Bylaws to adversely affect the rights of the Series A Preferred, Series B Preferred, or Series C Preferred. Approval of the Series B Preferred and Series C Preferred is also required for any potential merger or consolidation and any voluntary liquidation, dissolution or winding up of the affairs of the company or any voluntary petition for bankruptcy or assignment for the benefit of creditors.

Series A Preferred Stock

200,000 shares of Preferred Stock are designated as Series A Preferred. The Series A Preferred is not redeemable.

The Series A Preferred is convertible at the option of each holder at any time on a 100-for-1 basis (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Common Stock). The Series A Preferred will automatically convert into shares of Common Stock on a 100-for-1 basis (as so adjusted) upon the earlier of (i) a Qualified Public Offering (as such term is defined in the Charter) or (ii) the date specified by written consent or agreement of the holders of the then outstanding shares of Series A Preferred.

See “Voting Power” below for a description of the voting rights of the Series A Preferred. See “Liquidation, Dissolution and Winding Up” below for a description of rights upon the occurrence of a liquidation event.

Series B Preferred Stock

12,000,000 shares of Preferred Stock are designated as Series B Preferred. The Series B Preferred is not redeemable.

The Series B Preferred is convertible at the option of each holder at any time into the number of shares of Common Stock determined by dividing the Series B Original Issue Price (plus all unpaid accrued and accumulated dividends thereon, as applicable, whether or not declared), by the Series B Conversion Price, as applicable (in each case, the “Conversion Rate”), in effect on the date the certificate is surrendered for conversion. “Series B Original Issue Price” means $0.6877 per share for each share of the Series B Preferred (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series B Preferred). The initial “Series B Conversion Price” is the Series B Original Issue Price, subject to adjustment as set forth in the Charter. Based on this formula, the Series B Preferred is currently convertible into Common Stock on a 1-for-1 basis. The Series B Preferred will automatically convert into shares of Common Stock upon the earlier of (i) a Qualified Public Offering (as such term is defined in the Charter) or (ii) the date specified by written consent or agreement of the holders of the then outstanding shares of Series B Preferred.

The Series B Preferred is not convertible by a holder to the extent that the holder or any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Common Stock, subject to certain protections as provided in the Charter.

Series C Preferred Stock

40,000,000 Shares of Preferred Stock are designated as Series C Preferred.

The Series C Preferred bears a cumulative 15% per annum fixed dividend payable no later than the fifth day after the end of each month on the Series C Original Issue Price plus unpaid accrued and accumulated dividends. “Series C Original Issue Price” means $0.6877 per share for each share of the Series C Preferred (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series C Preferred). Dividends on the Series C Preferred are prior to any dividends on any other series of Preferred Stock or the Common Stock. The Company may elect to pay dividends for any month with a paid-in-kind election (“PIK”) if (i) the shares issuable further to the PIK are subject to an effective registration statement, (ii) the Company is then in compliance with all listing requirements of NASDAQ and (iii) the average daily trading dollar volume of the Company’s Common Stock for 10 trading days in any period of 20 consecutive trading days on the NASDAQ is equal to or greater than $2.0 million.

There is no mandatory redemption date, but, subject to the conditions set forth below, all, but not less than all, of the shares are redeemable by the Company at any time, provided that if the Company issues notice to redeem, holders of Series C Preferred shall have 15 days to convert such shares to Common Stock prior to the date of redemption. The redemption price is equal to the Series C Original Issue Price, plus accrued and accumulated dividends, (whether or not declared (the “Series C Redemption Price”). The conditions to the redemption are as follows: (i) the shares have been issued and outstanding for at least one year, (ii) the issuance of the shares of Common Stock underlying the shares has been registered pursuant to the Securities Act and the registration statement is effective, and (iii) the trading price for the Common Stock is less than the Series C Conversion Price (as such term is defined in the Charter) for 20 trading days in any period of 30 consecutive trading days on the Nasdaq Capital Market. In addition to the above, the shares are also redeemable in accordance with the following schedule provided the issuance of shares of Common Stock underlying the shares has been registered and the registration statement remains effective:

Year 1: No Redemption

Year 2: Redemption at 120% of the Series C Redemption Price

Year 3: Redemption at 115% of the Series C Redemption Price

Year 4: Redemption at 110% of the Series C Redemption Price

Year 5: Redemption at 105% of the Series C Redemption Price

Year 6 and thereafter: Redemption at 100% of the Series C Redemption Price

Except for the above restrictions on Series C Preferred, there are no restrictions on the repurchase of shares while there is any arrearage in the payment of dividends.

The Series C Preferred is convertible at the option of each holder at any time into the number of shares of Common Stock determined by dividing the Series C Original Issue Price (plus all unpaid accrued and accumulated dividends thereon, as applicable, whether or not declared), by the Series C Conversion Price, as applicable (in each case, the “Conversion Rate”), in effect on the date the certificate is surrendered for conversion. The initial “Series C Conversion Price” is the Series C Original Issue Price, subject to adjustment as set forth in the Charter. Based on this formula, the Series C Preferred is currently convertible into Common Stock on a 1-for-1 basis.

All of the Series C Preferred shall automatically convert into Common Stock at any such time as (i) the shares underlying the Series C Preferred are subject to an effective registration statement, (ii) the trading price for the Common Stock is more than two times the Series C Conversion Price for 20 trading days in any period of 30 consecutive trading days on Nasdaq Capital Market and (iii) the average daily trading dollar volume of the Common Stock during such 20 trading days is equal to or greater than $4.0 million.

The Series C Preferred is not convertible by a holder to the extent that the holder or any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Common Stock, subject to certain protections as provided in the Charter.

Voting Power

Except as otherwise expressly provided by our Charter or as provided by law, the holders of shares of Common Stock and Preferred Stock shall at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders; provided, however, that, any proposal which adversely affects the rights, preferences and privileges of the Series A Preferred, Series B Preferred, or Series C Preferred, as applicable, must be approved by a majority in interest of the affected Series of Preferred Stock, as the case may be. Each holder of Common Stock, Series B Preferred and Series C Preferred have the right to one vote per share (on a fully converted basis) held of record by such holder and each holder of Series A Preferred have the right to 1,000 votes per share (on a fully converted basis) held of record by such holder.

Liquidation, Dissolution, and Winding Up

Subject to applicable law, in the event of any Liquidation Event, the holders of the Series B Preferred will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the other series of Preferred Stock or the Common Stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price plus declared but unpaid dividends. The holders of the Series C Preferred will then be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Series A Preferred or the Common Stock by reason of their ownership thereof, an amount per share equal to the Series C Original Issue Price plus declared but unpaid dividends. Thereafter, any remaining proceeds will be distributed to holders of the Series A Preferred and Common Stock ratably in proportion to the number of shares of the Series A Preferred and Common Stock held by them, on a fully converted basis. “Liquidation Event” is as defined in the Charter and, subject to certain exceptions, includes a sale or other disposition of all or substantially all of the company’s assets, certain mergers, consolidations and transfers of securities, and any liquidation, dissolution or winding up of the company.

Transfer Agent

The transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust. The transfer agent and registrar’s address is 1 State Street, 30th Floor, New York, NY 10004. The transfer agent for our Series A Preferred, Series B Preferred and Series C Preferred is the Company.