Aqua Power Systems Inc S-1, filed Feb 17, 2023

Aqua Power Systems Inc. (APSI)

S-1 2023-02-17

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		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		20
DIVIDEND POLICY		23
USE OF PROCEEDS		24
SELLING STOCKHOLDER		25
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		26
CAPITALIZATION		27
SELECTED CONSOLIDATED FINANCIAL DATA		28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		29
INDUSTRY
BUSINESS		32
MANAGEMENT		54
EXECUTIVE COMPENSATION		58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		62
PRINCIPAL AND SELLING STOCKHOLDERS
DESCRIPTION OF CAPITAL STOCK		63
SHARES ELIGIBLE FOR FUTURE SALE
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK
LEGAL MATTERS		68
EXPERTS		68
WHERE YOU CAN FIND ADDITIONAL INFORMATION		68
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

The Issuer		Aqua Power Systems Inc.

Shares of Common Stock offered by		30,303,030 shares the Company

Terms of the Offering		The Company will sell shares of Common Stock at a variable price of 92% of the lowest daily volume weighted average price of the Common Stock, as quoted by Bloomberg LP, during the five (5) consecutive trading days immediately preceding the Company receiving a fully advance notice.

Common Stock Outstanding Before this Offering		17,204,180 shares of Common Stock

Common Stock Outstanding After this Offering		47,507,210 shares of Common Stock

Voting Rights		Shares of Common Stock are entitled to one vote per share

Use of Proceeds		We estimate that the net proceeds we will receive from selling Common Stock in this offering will be approximately $9.7 million, after deducting placement agent fees and estimated offering expenses payable by us, based on an assumed public offering price of $0.33 per share, the closing price of our Common Stock on February , 2023 on the OTC Pink Market.

Market for our Common Stock		Our common stock is listed on the `Over` `the` `Counter` Pink Market (`OTCPink`) under the symbol “APSI.” We intend to apply for inclusion in the OTCQB market because we believe such inclusion will be beneficial for our shareholders.

	(i)	Tradition may experience low overall freight levels, which may impair Tradition’s asset utilization;

	(ii)	certain of Tradition’s customers may face credit issues and cash flow problems that may lead to payment delays, increased credit risk, bankruptcies and other financial hardships that could result in even lower freight demand and may require us to increase Tradition’s allowance for doubtful accounts;

	(iii)	freight patterns may change as supply chains are redesigned, resulting in an imbalance between Tradition’s capacity and Tradition’s customers’ freight demand;

	(iv)	customers may solicit bids for freight from multiple trucking companies or select competitors that offer lower rates from among existing choices in an attempt to lower their costs, and Tradition might be forced to lower its rates or lose freight; and

	(v)	Tradition may be forced to accept more loads from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue miles to obtain loads.

	(i)	general business conditions,

	(ii)	interest rates,

	(iii)	inflation,

	(iv)	the availability of consumer credit,

	(v)	taxation,

	(vi)	fuel prices and electrical power rates,

	(vii)	unemployment trends,

	(viii)	terrorist attacks and acts of war, and

	(ix)	other matters that influence consumer confidence and spending.

	(i)	Tradition competes with many other truckload carriers of varying sizes and service offerings and, to a lesser extent, with (i) less-than-truckload carriers and (ii) other transportation and brokerage companies, several of which have access to more equipment and greater capital resources than Tradition does;

	(ii)	maintaining or expanding Tradition’s business or Tradition may be required to reduce its freight rates in order to maintain business and keep its equipment productive;

	(iii)	Tradition may increase the size of its fleet during periods of high freight demand during which its competitors also increase their capacity, and Tradition may experience losses in greater amounts than such competitors during subsequent cycles of softened freight demand if Tradition is required to dispose of assets at a loss to match reduced freight demand;

	(iv)	Tradition may have difficulty recruiting and retaining drivers because upgrades of its tractor fleet to match or exceed those of its competitors may not increase its cost savings or profitability;

	(v)	some of Tradition’s larger customers are other transportation companies and/or also operate their own private trucking fleets, and they may decide to transport more of their own freight;

	(vi)	some shippers have reduced or may reduce the number of carriers they use by selecting preferred carriers as approved service providers or by engaging dedicated providers, and Tradition may not be selected;

	(vii)	consolidation in the trucking industry may create other large carriers with greater financial resources and other competitive advantages, and Tradition may have difficulty competing with them;

	(viii)	Tradition’s competitors may have better safety records than Tradition or a perception of better safety records;

	(ix)	competition from freight brokerage companies may materially adversely affect Tradition’s customer relationships and freight rates;

	(x)	new digital entrants with cheaper sources of capital could inhibit Tradition’s ability to compete;

	(xi)	Tradition’s competitors may have better technology that may lead to increased operating efficiencies, reduced costs, a better ability to recruit drivers and more demand for their services; and

	(xii)	economies of scale that procurement aggregation providers may pass on to smaller carriers may improve such carriers’ ability to compete with Tradition.

	(i)	making significant capital expenditures, which could require substantial capital and cash flow that Tradition may not have or may not be able to obtain on satisfactory terms;

	(ii)	growth may strain Tradition’s management, capital resources, information systems and customer service;

	(iii)	hiring new managers, drivers and other associates, including in specialty equipment services, may increase training and compliance costs and may result in temporary inefficiencies until those associates become proficient in their jobs;

	(iv)	specialty transport of hazardous materials, which subjects Tradition to environmental, health and safety laws and regulations by governmental authorities and, in the event of an accidental release of these commodities, could result in significant loss of life and extensive property damage as well as environmental remediation obligations; and

	(v)	expanding Tradition’s service offerings may require it to encounter new competitive challenges in markets in which Tradition has not previously operated or with which it is unfamiliar.

	(i)	difficulties in integrating the acquired company’s operations and in realizing anticipated economic, operational and other benefits in a timely manner that could result in substantial costs and delays or other operational, technical or financial problems;

	(ii)	challenges in achieving anticipated revenue, earnings or cash flows;

	(iii)	assumption of liabilities that may exceed Tradition’s estimates or what was disclosed to Tradition;

	(iv)	the diversion of Tradition’s management’s attention from other business concerns;

	(v)	the potential loss of customers, key associates and drivers of the acquired company;

	(vi)	difficulties operating in markets in which Tradition has had no or only limited direct experience;

	(vii)	the incurrence of additional indebtedness; and

	(viii)	the issuance of additional shares of APSI’s common stock, which would dilute your ownership in APSI.

	(i)	make it difficult for Tradition to satisfy its obligations, including making interest payments on its debt obligations;

	(ii)	limit its ability to obtain additional financing to operate its business;

	(iii)	require it to dedicate a substantial portion of its cash flow to payments on its debt, reducing its ability to use its cash flow to fund capital expenditures and working capital and other general operational requirements;

	(iv)	limit its flexibility to plan for and react to changes in its business;

	(v)	place it at a competitive disadvantage relative to some of Tradition’s competitors that have less, or less restrictive, debt than Tradition;

	(vi)	limit its ability to pursue acquisitions; and

	(vii)	increase its vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in Tradition’s business or the economy.

	(i)	finance unanticipated working capital requirements or refinance existing indebtedness;

	(ii)	develop or enhance Tradition’s technological infrastructure and our existing products and services;

	(iii)	fund strategic relationships;

	(iv)	respond to competitive pressures; and

	(v)	acquire complementary businesses, technologies, products or services.

	(i)	that a broker or dealer approve a person’s account for transactions in penny stocks, and

	(ii)	the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

	(i)	obtain financial information and investment experience objectives of the person;

	(ii)	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks;

	(iii)	the broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination and;

	(iv)	the broker or dealer must receive a signed, written agreement from the investor prior to the transaction.

	·	our strategy, outlook and growth prospects;

	·	our operational and financial targets and dividend policy;

	·	general economic trends and trends in the industry and markets; and

	·	the competitive environment in which we operate.

	·	any future recessionary economic cycles and downturns in customers’ business cycles or other events that decrease customer demand, particularly in market segments and industries in which we have a significant concentration of customers;

	·	increased costs and other challenges related to driver recruitment and retention;

	·	agreements with independent contractors, including those related to equipment financing and fuel reimbursement and the potential impact of more stringent federal leasing regulations;

	·	independent contractors, whom we contract with to supply one or more tractors and drivers for our use, being deemed to be our employees;

	·	our ability to maintain profitability and to successfully achieve our business strategies;

	·	pricing and other competitive pressures;

	·	potential volatility or decrease in the amount of earnings as a result of increasing collateral requirements of our insurance programs or our retention of high deductibles on our claims exposure, including through our captive insurance company, which is subject to substantial regulation;

	·	increases in new equipment prices or replacement costs, design changes of new engines, decreases in availability of new equipment and volatility in the used equipment market;

	·	the absence of financing for new equipment or the failure of equipment investments and upgrades to increase profitability, generate cost savings or match customer demand;

	·	difficulties in obtaining good and services from our vendors and suppliers;

	·	potential cybersecurity breaches or failures of our systems, networks and other information technology assets;


	·	limitations resulting from our existing or future indebtedness;

	·	any weakening in the credit markets or economy;

	·	our ability to obtain financing on favorable terms, or at all, and the potential dilution of existing stockholders;

	·	volatility in the price or availability of fuel;

	·	the regulatory environment in which we operate, including increased direct and indirect costs of compliance with, or liability for violations of, existing regulations and changes in existing regulations, including those related to CSA, DOT safety ratings, hours-of-service and environmental regulations;

	·	our ability to successfully defend litigation proceedings, including class action lawsuits that have been increasing recently in the industry;

	·	our ability to retain or replace key personnel and develop a core group of managers;

	·	a significant reduction in, or termination of, our services by one or more major customers;

	·	service instability or pricing increases from third-party providers utilized in our Brokerage segment;

	·	our ability to make and integrate future acquisitions successfully, or at all;

	·	compliance with international laws, changes in trade policies, renewal of certifications, and other risks associated with our operations in Mexico;

	·	our ability to protect our brand name or proprietary and other intellectual property rights;

	·	legislation affecting our relationship with or the classification of our employees or the attempted organization of a labor union by our employees;

	·	seasonal factors such as harsh weather conditions and holiday shipping patterns that may increase operating costs and decrease revenues and the impact of catastrophic events;

	·	impairments of goodwill and other intangibles;

	·	the impact of recent U.S. federal income tax reform;

	·	the volatility of our stock price, including the inability for stockholders to sell their shares at or above the offering price;

	·	stock price declines if securities or industry analysts do not publish or cease publishing research reports about our business or publish negative reports;

	·	future sales or the perception of future sales of our Common Stock could lead to stock price reductions;

	·	investors will incur immediate and substantial dilution in this offering;

	·	future issuance of stock-based compensation could dilute stockholders’ value and cause the stock price reductions;

	·	the dual class structure of our common stock has the effect of concentrating voting control with the Class B Stockholders, which could limit or preclude investors’ ability to influence corporate matters;


	·	our expectation not to pay any cash dividends;

	·	our ability to establish and maintain effective internal controls;

	·	our charter documents or Nevada law may inhibit a takeover; and

	·	other risks, uncertainties and factors set forth in this prospectus, including those set forth under “Risk Factors.”

	Shares Beneficially Owned Prior to Offering (1)				Shares Being Offered Under this		Shares Beneficially Owned After Offering (1)
Beneficial Owner	Shares		%		Prospectus		Shares		%

Platinum Edge Consulting, LLP. (2)		0		0%		30,303,030		0		0%

Closing Price	High	Low
Year Ended March 2021
First Quarter	$	$
Second Quarter	$	$
Third Quarter	$	$
Fourth Quarter	$	$

Year Ended March 2022
First Quarter	$	$
Second Quarter	$	$
Third Quarter	$	$
Fourth Quarter	$	$

Year Ended March 2023
First Quarter	$	$
Second Quarter	$	$
Third Quarter Fourth Quarter (through February , 2023)

	·	on an actual basis;

	·	on an as adjusted basis, to give effect to the acquisition of Tradition Transportation Group, Inc. and the issuance and sale of shares of Common Stock by us in the offering at an assumed initial public offering price of $ per share (and the application of the net proceeds of the offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as set forth under “Use of Proceeds;”


As of September 30, 2022
Actual	As Adjusted	As Further Adjusted
(in thousands, except share amounts)

	(i)	A down payment of Two Hundred Twenty-Five Thousand United States Dollars ($225,000.00) in immediately available funds was delivered to Mr. Davis (the “Down Payment”).

	(ii)	An amount equal to Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) was offset against the Purchase Price on December 28, 2022 in full satisfaction of certain obligations of the Tradition Sellers (as defined below) to Tradition;

	(iii)	An aggregate amount equal to Twenty-Four Million Ninety-Two Thousand Thirty-Eight and 31/100 Dollars ($24,092,038.31) pursuant to one or more secured promissory note(s) (the “Promissory Notes”) providing for installments of not less than One Million Five Hundred Five Thousand Seven Hundred Fifty-Two and 39/100 Dollars ($1,505,752.39) commencing on the ninetieth (90th) day following the date on which the registration by APSI of its securities with the U.S. Securities and Exchange Commission (the “Commission”) has been qualified or declared effective and continuing every ninetieth (90th) day thereafter until the Purchase Price and all accrued but unpaid interest thereon has been paid in full; and

	(iv)	A final payment to be made to Mr. Davis in the amount of One Million Seven Hundred Thirty-One Thousand Four Hundred Twenty and 45/100 Dollars ($1,731,420.45).

	i.	This payment was offset against the purchase price for Tradition’s redemption of 103,000 shares of Tradition, immediately before the Closing.
	ii.	The agreement for the aforementioned redemption of shares is attached as Exhibit 10.2.
	iii.	The aforementioned shares made up half of the 206,000 shares that Bulwark Capital, L.L.C. sold in the MSPA.

	a.	(i) incur any indebtedness in excess of $1,000,000, (ii) enter into any transaction or series of transactions involving a payment greater than $1,000,000, (iii) guarantee any indebtedness, or allow a lien to be placed against its assets other than in connection with trade credit incurred in the ordinary course of business;
	b.	except for adding a director who is reasonably acceptable to the Tradition Sellers, increase or decrease the size of the board of directors, or take any action to remove or replace any person serving as a director immediately prior to the closing;
	c.	hire, retain or engage for any position any immediate family member (as defined in Instruction 1(a)(iii) of 17 CFR §229.404(a)) of a director, officer or shareholder;
	d.	enter into or be a party to a transaction with any director, officer, employee, or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person;
	e.	hire, fire, or change the compensation of the executive officers, including approving any option grants;
	f.	change its principal business, enter new lines of business, or exit the current line of business;
	g.	sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business;
	h.	enter into the sale of all or substantially all of the assets and property of Tradition, a merger, or a change of control;
	i.	authorize, adopt or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, reorganization or similar transaction involving Tradition; or
	j.	issue additional equity securities, debt securities, or warrants or options to purchase the same.

	(i)	Mr. Davis agreed to pay Timothy E. Evans Ten Million Two Hundred Sixty-Eight Thousand Seven Hundred Thirty-Eight and 31/100 U.S. Dollars ($10,268,738.31) together with interest thereon, for his 270,001 shares of Tradition;

	(ii)	Mr. Davis agreed to pay James L. Evans Eight Million Five Hundred Six Thousand Four Hundred Forty and No/100 U.S. Dollars ($8,506,440.00) together with interest thereon, for his 224,000 shares of Tradition;

	(iii)	Mr. Davis agreed to pay Bulwark Capital, L.L.C. Five Million Three Hundred Sixteen Thousand Eight Hundred Sixty and No/100 U.S. Dollars ($5,316,860.00) together with interest thereon, for its 206,000 shares of Tradition;

	(iv)	The Tradition Sellers’ consent to Mr. Davis’ sale of the T-Shares to APSI is conditioned upon APSI’s assumption of all of Mr. Davis’ obligations under the promissory notes;

	(v)	The principal and interest shall be payable in sixteen (16) consecutive installments commencing on the ninetieth (90^th) day following the date on which the registration by APSI of its securities with the SEC has been qualified or declared effective and continuing every ninetieth 90^thday thereafter;

	(vi)	Mr. Davis shall be responsible for interest, which shall accrue daily on the outstanding principal amount of the promissory notes (and on any past-due interest payment) at a rate of three percent (3.0%) per annum commencing on the date that the SEC declares the registration of APSI’s securities effective; and

	(vii)	In addition to exercising any rights each Tradition Seller has been granted by Mr. Davis under their respective assignment and pledge of stock agreements, as described below, Mr. Davis authorizes the Tradition Sellers to seek any other legal means of collection if Mr. Davis is in default of their respective promissory notes.

	(i)	25 tractors for $3,500,000. 1 is a Kenworth T680M made in 2014; 5 are Kenworth T680Ms made in 2020; 5 are Freightliner Cascadias made in 2021; 8 are Freightliner Cascadias made in 2022; 4 are Kenworth T680s made in 2020; and 2 are Izuzu NPRs made in 2015 and 2019.
	(ii)	35 Utility Reefer Trailers for $3,000,000. 15 are 3000Rs or similar and made in 2019; 5 are 3000Rs and made in 2021; and 15 are VS2RAs and made in 2021.
	(iii)	The ability to offer employment to 18 drivers for a placement fee of $5,000, if an offer is accepted.
	(iv)	The ability to offer employment to 1 mechanic for a placement fee of $5,000, if an offer is accepted.
	(v)	The ability to offer employment to 7 operational employees for a placement fee of $5,000, if an offer is accepted.
	(vi)	All of the miscellaneous personal property used by Karr Sellers in connection with the Business, including, without limitation, furniture, fixtures, equipment and other tangible personal property, as well as all books and records relating to the Assets, including, without limitation, purchase information, warranty information, maintenance and repair information, operation history, title and registration, and accounting information shall be transferred by Sellers to Purchaser for the sum of $1.00.

	(i)	Trucks moved nearly 72.2% of the United States of America’s freight by weight

	(ii)	Gross freight revenues from trucking amounted to $875.5 billion dollars, which represents 80.8% of the revenue generated by the freight industry

	(iii)	Trucks transported 66.1% of the value of surface trade between the U.S. and Canada and 82.7% between the U.S. and Mexico in 2021

Angola Office	135,500 sq. ft.	Franklin (Indianapolis) Office	156,960 sq. ft.

Greenfield Fulfillment Center	432,000 sq. ft.	Greenwood Warehouse	584,820 sq. ft.

Statesboro Warehouse	205,934 sq. ft.	Savannah Port Facility	311,265 sq. ft.

	(i)	Samsara’s “to-the-second” GPS tracking and smart geofencing provides best-in-class visibility to improve route performance.

	(ii)	SkyBlitz provides commercial telematics, focused on solutions for enterprise and local fleets, tank monitoring and petroleum logistics

	(iii)	Tradition is currently using Transport Pro as its TMS (Transportation Management Software); however, Tradition is in the middle of converting to TMW by Trimble Transportation Enterprise Solutions, Inc. for its transportation management solutions.

	(iv)	Camelot Software, provides warehouse management systems.

	(i)	Improve asset productivity by using advanced technology to optimize dispatch miles in all cycles and actively upgrade freight mix when volumes permit

	(ii)	Control non-essential costs and seek efficiencies throughout the enterprise

	(iii)	Pursue driver training and safety initiatives as a core value

	(iv)	Continue to leverage Tradition’s service mix to manage through all market cycles

	(v)	Grow Tradition’s revenue base organically and prudently with a focus on cross-selling its services with existing customers and pursuing new customer opportunities

	(i)	Tradition currently invests and plans to continue investing in infrastructure as well as administrative/operational and driver recruitment personnel to maintain growth

	(ii)	Tradition has a goal of acquiring 200 plus tractors and 400 trailers in 2023 and 2024, through merger and acquisitions opportunities

	(iii)	Tradition plans to open deployment centers in Indianapolis Indiana, Savannah Georgia, Nashville Tennessee, and Dallas Texas in 2023 and 2024

	(iv)	Tradition looks to acquire a warehouse facility, in Indiana, in 2023 for warehouse operations only, and plans to relocate main operations to a new location in Indiana with the acquisition or construction of new facility

	(v)	Tradition plans to explore strategic mergers and acquisitions opportunities in 2023 and 2024 for the additions of terminals in Dallas, TX, the southeastern U.S. and the pacific coast to facilitate driver recruitment, reseating, and related opportunities

	(vi)	Tradition plans to determine which marketing platforms provide the best return for its multiple services and products, and Tradition plans to invest in the diversification of its marketing. Tradition currently invest in social media, websites, hub spot CRM platform, trade shows and brochures as Tradition scales its sales force internally and nationally

	(vii)	Tradition plans to invest in and grow its manufacturing business and launch U-bolt manufacturing to add more diversification to its products

	(viii)	Tradition plans to invest in and grow its drayage business.

	(i)	the worker is free from control and direction in the performance of services; and

	(ii)	the worker (i) the worker is free from control and direction in the performance of services; and is performing work outside the usual course of the business of the hiring company; and

	(iii)	the worker is customarily engaged in an independently established trade, occupation, or business.

Name	Age	Position	Date Appointed
Stephen W. Carnes	59	Chief Executive Officer, President, Treasurer, Secretary, and Director	December 7, 2020

Robert Morris	47	Director	Director on April 27, 2022

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Stephen W. Carnes	2022	0	0	0	0	0	0	0		0⁽¹⁾
Chief Executive Officer, President, Treasurer, Secretary and Director	2021	0	0	0	0	0	0	0		0
Robert Morris	2022	0	0	0	0	0	0	0		0⁽²⁾
Director	2021	0	0	0	0	0	0	0		0

(1)	No compensation has been paid to date to Stephen W. Carnes, our sole executive officer, and the Company has not entered into a compensation agreement with Mr. Carnes.
(2)	On April 27, 20202, Robert Morris and the board of directors of APSI agreed in a Unanimous Written Consent of the Board of Directors In Lieu of Special Meeting that Mr. Morris would become a Director of APSI, May, 1, 2022, and would be paid $25,000 upon the signing of the aforementioned Unanimous Written Consent, and if APSI should successfully complete a merger or business combination on or before December 31, 2022, Mr. Morris will receive a $25,000 bonus.
(3)	Timothy E. Evans’ salary for 2022 is $305,000.00 and he has received $293,269.24, as of December 28, 2022.
(4)	James L. Evans’ salary for 2022 is $305,000.00 and he has received $293,269.24, as of December 28, 2022.
(5)	Joseph Michael Davis’ salary for 2022 is $305,000.00 and he has received $293,269.24, as of December 28, 2022.
(6)	John Young is no longer with Tradition, as of March 5, 2022. Up until that date, he was paid $33,461.50.
(7)	Louis Zimmer’s salary is $185,000.00. Mr. Zimmer started working for Tradition September 12, 2022 and has received $46,249.95, as of December 28, 2022.
(8)	Joseph J. Montel’s salary for 2022 is $305,000.00 and he has received $293,269.24, as of December 28, 2022.

	·	we have been or are to be a participant;

	·	the amount involved exceeded or will exceed $120,000; and

	·	any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or any member of their immediate family or person sharing their household had or will have a direct or indirect material interest.

	·	the affirmative vote of a majority of our directors; or

	·	the affirmative vote of holders of at least two-thirds of the voting power of our outstanding shares of stock.