Reported Earnings • Jun 12
Full year 2026 earnings released: CA$0.022 loss per share (vs CA$0.01 loss in FY 2025) Full year 2026 results: CA$0.022 loss per share (further deteriorated from CA$0.01 loss in FY 2025). Revenue: CA$11.9m (down 18% from FY 2025). Net loss: CA$13.0m (loss widened 129% from FY 2025). Over the last 3 years on average, earnings per share has increased by 56% per year but the company’s share price has fallen by 45% per year, which means it is significantly lagging earnings. Reported Earnings • Feb 15
Third quarter 2026 earnings released: CA$0.006 loss per share (vs CA$0.003 loss in 3Q 2025) Third quarter 2026 results: CA$0.006 loss per share (further deteriorated from CA$0.003 loss in 3Q 2025). Revenue: CA$2.99m (down 20% from 3Q 2025). Net loss: CA$3.56m (loss widened 98% from 3Q 2025). Over the last 3 years on average, earnings per share has increased by 67% per year but the company’s share price has fallen by 42% per year, which means it is significantly lagging earnings. Reported Earnings • Aug 15
First quarter 2026 earnings released: CA$0.004 loss per share (vs CA$0.002 loss in 1Q 2025) First quarter 2026 results: CA$0.004 loss per share (further deteriorated from CA$0.002 loss in 1Q 2025). Revenue: CA$3.09m (down 19% from 1Q 2025). Net loss: CA$2.13m (loss widened 105% from 1Q 2025). Over the last 3 years on average, earnings per share has increased by 54% per year but the company’s share price has fallen by 37% per year, which means it is significantly lagging earnings. Tillkännagivande • Jul 22
Martello Technologies Group Inc., Annual General Meeting, Sep 25, 2025 Martello Technologies Group Inc., Annual General Meeting, Sep 25, 2025. Location: ontario, ottawa Canada Reported Earnings • Jun 13
Full year 2025 earnings released: CA$0.01 loss per share (vs CA$0.012 loss in FY 2024) Full year 2025 results: CA$0.01 loss per share (improved from CA$0.012 loss in FY 2024). Revenue: CA$14.5m (down 7.9% from FY 2024). Net loss: CA$5.70m (flat on FY 2024). Over the last 3 years on average, earnings per share has increased by 40% per year but the company’s share price has fallen by 25% per year, which means it is significantly lagging earnings. Tillkännagivande • Apr 23
Martello Technologies Group Inc. Launches Unified Management for Hybrid Collaboration Environments Martello Technologies Group Inc. announced unified experience management for Microsoft Teams and Zoom hybrid environments. This makes IT teams more efficient and effective and opens new revenue opportunities for MSPs. For the 62% of businesses that leverage both Microsoft Teams and Zoom, unified experience management will make their IT teams and their MSPs more efficient and effective. Vantage DX now supports Microsoft Teams and Zoom, giving IT teams a single performance management solution with one console and one set of quality standards and support workflows to manage their entire collaboration environment. In a single console Vantage DX unifies management of Teams and Zoom with: 7x24 monitoring and alerting; End-to-end visibility from the endpoint to the Teams or Zoom data center; Hop-by-hop network path tracing and root-cause analysis; Drill-down dashboards for the investigation of specific incidents or quality trends over time; Standard and custom reporting to meet specific needs. Tillkännagivande • Mar 13
Martello Technologies Group Inc. announced that it has received CAD 2 million in funding from Wesley Clover Corporation On March 12, 2025, Martello Technologies Group Inc. closed the transaction. Tillkännagivande • Mar 07
Martello Technologies Group Inc. announced that it expects to receive CAD 2 million in funding from Wesley Clover Corporation Martello Technologies Group Inc. announced 40,000,000 Common Shares at issue price of CAD 0.05 per common share for gross proceeds of CAD 2,000,000 on March 7, 2025. The Private Placement is expected to be completed on or before March 20, 2025. The sole subscriber in the Private Placement is Wesley Clover International Corporation. Reported Earnings • Feb 14
Third quarter 2025 earnings released: CA$0.003 loss per share (vs CA$0.003 loss in 3Q 2024) Third quarter 2025 results: CA$0.003 loss per share (in line with 3Q 2024). Revenue: CA$3.72m (down 6.6% from 3Q 2024). Net loss: CA$1.80m (loss widened 42% from 3Q 2024). Over the last 3 years on average, earnings per share has increased by 27% per year but the company’s share price has fallen by 43% per year, which means it is significantly lagging earnings. Tillkännagivande • Feb 13
Martello Delivers Proactive Monitoring for Microsoft Teams Phone Martello Technologies Group Inc. announced it is first to market with proactive monitoring for Teams Phone. This is a key enhancement to its product Vantage DX, which helps IT teams in enterprises and managed service providers (MSPs), get ahead of Microsoft Teams issues. Vantage DX gives IT teams and MSPs new synthetic testing capabilities that place calls to public switched phone network (PSTN) phone numbers 7x24, to identify connection and call quality issues before users are affected. The new functionality extends Vantage DX's synthetic testing to all Microsoft Teams core and premium services: Teams collaboration, Teams Rooms and now Teams Phone. Part of what makes Teams Phone technically complex is there are many third-party solution components such as SIP trunks and the SBC that converts IP traffic to session initiation protocol (SIP) so it can cross the PSTN, creating more opportunities for degradation and failures to occur. Vantage DX addresses this in two ways. First, synthetic testing identifies issues proactively, evaluating call quality between Teams Phone and recipient numbers in the PSTN. Second, it provides end-to-end visibility, including session border controller (SBC) and Microsoft call quality data. That makes it possible for troubleshooting teams to pinpoint the root causes of issues in minutes instead of hours. Visibility, comprehensive monitoring and proactive alerts are all reasons Microsoft MVP and former CIO Brien Posey has given Vantage DX a score of 4.9 out of 5 in a Vantage DX product review released on February 13, 2025. Reported Earnings • Nov 17
Second quarter 2025 earnings released: CA$0.002 loss per share (vs CA$0.003 loss in 2Q 2024) Second quarter 2025 results: CA$0.002 loss per share (improved from CA$0.003 loss in 2Q 2024). Revenue: CA$3.64m (down 8.6% from 2Q 2024). Net loss: CA$1.25m (loss narrowed 20% from 2Q 2024). Over the last 3 years on average, earnings per share has increased by 12% per year but the company’s share price has fallen by 55% per year, which means it is significantly lagging earnings. Tillkännagivande • Oct 29
Martello Technologies Group Inc. Announces Appointment of Michael Contento to Board of Directors, Effective November 4, 2024 Martello Technologies Group Inc. announced the appointment of Michael Contento to the Company's Board of Directors (the "Board"), effective November 4, 2024. Following Mr. Contento's appointment, the Board will comprise 7 directors. Mr. Contento has a rich leadership background in the IT managed services sector. Prior to joining F12.net in late 2021, Mr. Contento was the CEO of My Blue Umbrella, a managed service provider (MSP) he founded in 1996 that grew at a 15% compound annual growth rate. My Blue Umbrella helped businesses become more productive and profitable by harnessing technology's power and potential through digital transformation and automation. Throughout his career, Mr. Contento has engaged in multiple entrepreneurial ventures, with a wide range of projects including IT solutions, real estate, franchises, and pharmacy retail. Director appointments are subject to TSXV approval. New Risk • Sep 16
New major risk - Financial data availability The company has not reported any financial data. This is considered a major risk. With no or incomplete audited reported financial data, it is virtually impossible to assess the company's investment potential. Currently, the following risks have been identified for the company: Major Risks No financial data reported. Share price has been highly volatile over the past 3 months (48% average weekly change). Market cap is less than US$10m (CA$8.16m market cap, or US$6.00m). Minor Risk Shareholders have been diluted in the past year (14% increase in shares outstanding). Reported Earnings • Aug 18
First quarter 2025 earnings released: CA$0.002 loss per share (vs CA$0.003 loss in 1Q 2024) First quarter 2025 results: CA$0.002 loss per share (improved from CA$0.003 loss in 1Q 2024). Revenue: CA$3.80m (down 5.2% from 1Q 2024). Net loss: CA$1.04m (loss narrowed 14% from 1Q 2024). Over the last 3 years on average, earnings per share has fallen by 3% per year but the company’s share price has fallen by 49% per year, which means it is performing significantly worse than earnings. Tillkännagivande • Jul 23
Martello Technologies Group Inc., Annual General Meeting, Sep 26, 2024 Martello Technologies Group Inc., Annual General Meeting, Sep 26, 2024. Location: ontario, kanata Canada Reported Earnings • Jun 21
Full year 2024 earnings released: CA$0.012 loss per share (vs CA$0.075 loss in FY 2023) Full year 2024 results: CA$0.012 loss per share (improved from CA$0.075 loss in FY 2023). Revenue: CA$15.8m (down 2.0% from FY 2023). Net loss: CA$5.74m (loss narrowed 77% from FY 2023). Over the last 3 years on average, earnings per share has fallen by 18% per year but the company’s share price has fallen by 55% per year, which means it is performing significantly worse than earnings. Tillkännagivande • Jun 21
Martello Technologies Group Inc. Appoints Nicolae (Nick) Lungu as Interim Chief Financial Officer, Effective June 21, 2024 Martello Technologies Group Inc. announced the appointment of Nicolae (Nick) Lungu as Interim Chief Financial Officer, effective June 21, 2024. Mr. Lungu has led Martello's accounting team since 2018 as Director of Corporate Accounting, helping drive key acquisition, disposition, financing transactions, implementing corporate finance processes, structural changes and policies to enhance accounting, external reporting and financial efficiency. Mr. Lungu is a Chartered Professional Accountant in Canada and the US (CPA, CA and CPA Vermont). Tillkännagivande • Jun 05
Martello Technologies Group Inc Announces the Resignation of Mike Galvin as Director Martello Technologies Group Inc. announced the resignation of Director Mike Galvin effective May 31, 2024 for personal reasons. Mr. Galvin, a telecommunications industry leader joined the Martello Board of Directors (the "Board") in November 2018. With more than 30 years' experience in the telecommunications industry, including as a Managing Director of BT PLC, Mr. Galvin played an important leadership role in Martello's technology strategy as a member of the Board. He also took an active role in committees, serving on both the Audit Committee and the Compensation Committee of the Board. Tillkännagivande • Mar 28
Martello Technologies Group Inc. announced that it has received CAD 1.5 million in funding from Wesley Clover Corporation On March 27, 2024, Martello Technologies Group Inc closed the transaction. The Common Shares issued in the Private Placement are subject to a four-month hold, which expires on July 28, 2024. Tillkännagivande • Mar 20
Martello Technologies Group Inc. announced that it expects to receive CAD 1.5 million in funding from Wesley Clover Corporation Martello Technologies Group Inc announced a non-brokered private placement of 30,000,000 common shares at CAD 0.05 per Common Share for a gross proceeds CAD 1,500,000 on March 19, 2024. The transaction included participation from returning investor, Wesley Clover Corporation. The Private Placement is expected to be completed on or before March 27, 2024. Reported Earnings • Feb 16
Third quarter 2024 earnings released: CA$0.003 loss per share (vs CA$0.062 loss in 3Q 2023) Third quarter 2024 results: CA$0.003 loss per share (improved from CA$0.062 loss in 3Q 2023). Revenue: CA$3.98m (down 1.9% from 3Q 2023). Net loss: CA$1.27m (loss narrowed 94% from 3Q 2023). Over the last 3 years on average, earnings per share has fallen by 28% per year but the company’s share price has fallen by 57% per year, which means it is performing significantly worse than earnings. New Risk • Dec 17
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 57% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (44% average weekly change). Earnings have declined by 39% per year over the past 5 years. Shareholders have been substantially diluted in the past year (57% increase in shares outstanding). Market cap is less than US$10m (CA$7.71m market cap, or US$5.76m). Tillkännagivande • Dec 15
Martello Technologies Group Inc. announced that it has received CAD 1.75 million in funding from Wesley Clover Corporation On December 14, 2023, Martello Technologies Group Inc. closed the transaction. The transaction is subject to the approval of the TSX Venture Exchange. The common shares issued in the Private Placement are subject to a four-month hold, which expires on April 15, 2024. Tillkännagivande • Dec 09
Martello Technologies Group Inc. announced that it expects to receive CAD 1.75 million in funding from Wesley Clover Corporation Martello Technologies Group Inc. announced a non brokered private placement to issue 35,000,000 Common Shares at a price of CAD 0.05 per Common Share for the gross proceeds of CAD 1,750,000 on December 8, 2023. The transaction will include participation from returning investor Wesley Clover Corporation for 35,000,000 Common Shares. The Private Placement is expected to be completed on or before December 18, 2023 Reported Earnings • Nov 24
Second quarter 2024 earnings released: CA$0.003 loss per share (vs CA$0.007 loss in 2Q 2023) Second quarter 2024 results: CA$0.003 loss per share (improved from CA$0.007 loss in 2Q 2023). Revenue: CA$3.98m (up 3.7% from 2Q 2023). Net loss: CA$1.57m (loss narrowed 35% from 2Q 2023). Over the last 3 years on average, earnings per share has fallen by 39% per year but the company’s share price has fallen by 58% per year, which means it is performing significantly worse than earnings. Tillkännagivande • Nov 08
Martello Technologies Group Inc. Announces Chief Executive Officer Changes Martello Technologies Group Inc. announced the departure of Chief Executive Officer John Proctor. Jim Clark, currently the Chief Financial Officer at Martello, will assume the additional role of Interim CEO effective immediately. The Board of Directors (the "Board") will initiate a comprehensive search for a new CEO to lead Martello into the next phase of its growth and development. Mr. Proctor served as CEO of Martello for approximately six years, taking the Company public on the TSX Venture Exchange, completing three acquisitions and guiding Martello's strategic focus on digital experience monitoring solutions for the Microsoft modern workplace and Mitel unified communications. With Mr. Clark at the helm as Interim CEO, Martello remains committed to delivering innovative solutions to its customers and partners. The Company's focus on customer satisfaction, product excellence, and industry leadership will continue to be its top priorities. Tillkännagivande • Oct 12
Martello Technologies Group Inc. to Report Q2, 2024 Results on Nov 21, 2023 Martello Technologies Group Inc. announced that they will report Q2, 2024 results After-Market on Nov 21, 2023 Board Change • Sep 12
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 2 experienced directors. 3 highly experienced directors. Independent Director Mike Galvin was the last director to join the board, commencing their role in 2018. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Tillkännagivande • Sep 08
Antoine Leboyer Resigns from Martello Technologies Group Inc.'s Board of Directors Martello Technologies Group Inc. announced the resignation of Director Antoine Leboyer. Since his departure from GSX in 2020, Mr. Leboyer has been working at the Munich Technical University where heruns the Software and Artificial Intelligence Venture Labs whose role is to nurture and mentor startup founders.While in Geneva, Mr. Leboyer was a board member of the liberal synagogue. He has recently undertaken aproject to create a focused large language model for Hebrew texts as part of his passion to give back to theJewish community. With this project consuming more of Mr. Leboyer's time, he has decided to reduce certainresponsibilities, including stepping back from his Board role at Martello. Reported Earnings • Aug 22
First quarter 2024 earnings released: CA$0.003 loss per share (vs CA$0.004 loss in 1Q 2023) First quarter 2024 results: CA$0.003 loss per share (improved from CA$0.004 loss in 1Q 2023). Revenue: CA$4.00m (down 4.2% from 1Q 2023). Net loss: CA$1.21m (loss narrowed 1.5% from 1Q 2023). Over the last 3 years on average, earnings per share has fallen by 35% per year but the company’s share price has fallen by 50% per year, which means it is performing significantly worse than earnings. Tillkännagivande • Aug 09
Martello Technologies Group Inc. to Report Q1, 2024 Results on Aug 21, 2023 Martello Technologies Group Inc. announced that they will report Q1, 2024 results After-Market on Aug 21, 2023 Tillkännagivande • Jul 29
Martello Technologies Group Inc., Annual General Meeting, Sep 27, 2023 Martello Technologies Group Inc., Annual General Meeting, Sep 27, 2023. Location: Kanata ON Kanata Canada Tillkännagivande • Jul 14
Martello Technologies Group Inc. announced that it has received CAD 2.5 million in funding from Wesley Clover Corporation On July 13, 2023, Martello Technologies Group Inc. closed the transaction. The common shares issued in the private placement are subject to a four-month hold, which expires on November 13, 2023. The transaction subject to approval of the TSX Venture Exchange. Tillkännagivande • Jul 12
Martello Technologies Group Inc. announced that it expects to receive CAD 2.5 million in funding from Wesley Clover Corporation Martello Technologies Group Inc. announced a non-brokered private placement of 50,000,000 shares at an issue price of CAD 0.05 per share for proceeds of CAD 2,500,000 on July 11, 2023. The transaction will include participation from returning investor Wesley Clover Corporation. The transaction is expected to close on or before July 13, 2023. New Risk • Jul 06
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$4.9m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$4.9m free cash flow). Share price has been highly volatile over the past 3 months (31% average weekly change). Negative equity (-CA$1.3m). Earnings have declined by 39% per year over the past 5 years. Market cap is less than US$10m (CA$11.0m market cap, or US$8.30m). Minor Risks Currently unprofitable and not forecast to become profitable next year (CA$2.6m net loss next year). Shareholders have been diluted in the past year (35% increase in shares outstanding). New Risk • Jun 29
New major risk - Revenue and earnings growth Earnings have declined by 39% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (34% average weekly change). Negative equity (-CA$1.3m). Earnings have declined by 39% per year over the past 5 years. Market cap is less than US$10m (CA$11.0m market cap, or US$8.31m). Minor Risks Currently unprofitable and not forecast to become profitable next year (CA$2.6m net loss next year). Shareholders have been diluted in the past year (35% increase in shares outstanding). Reported Earnings • Jun 29
Full year 2023 earnings released: CA$0.075 loss per share (vs CA$0.027 loss in FY 2022) Full year 2023 results: CA$0.075 loss per share (further deteriorated from CA$0.027 loss in FY 2022). Revenue: CA$16.1m (down 8.2% from FY 2022). Net loss: CA$25.2m (loss widened 207% from FY 2022). Over the last 3 years on average, earnings per share has fallen by 26% per year but the company’s share price has fallen by 51% per year, which means it is performing significantly worse than earnings. Tillkännagivande • Jun 09
Martello Technologies Group Inc. to Report Q4, 2023 Results on Jun 27, 2023 Martello Technologies Group Inc. announced that they will report Q4, 2023 results After-Market on Jun 27, 2023 Major Estimate Revision • Feb 21
Consensus EPS estimates fall by 600% The consensus outlook for fiscal year 2023 has been updated. 2023 expected loss increased from -CA$0.01 to -CA$0.07 per share. Revenue forecast unchanged at CA$16.2m. IT industry in Canada expected to see average net income growth of 17% next year. Consensus price target of CA$0.075 unchanged from last update. Share price was steady at CA$0.025 over the past week. Reported Earnings • Feb 16
Third quarter 2023 earnings released: CA$0.062 loss per share (vs CA$0.007 loss in 3Q 2022) Third quarter 2023 results: CA$0.062 loss per share (further deteriorated from CA$0.007 loss in 3Q 2022). Revenue: CA$4.05m (down 9.0% from 3Q 2022). Net loss: CA$20.2m (loss widened CA$18.0m from 3Q 2022). Revenue is forecast to grow 8.8% p.a. on average during the next 2 years, compared to a 7.0% growth forecast for the IT industry in Canada. Over the last 3 years on average, earnings per share has fallen by 18% per year but the company’s share price has fallen by 56% per year, which means it is performing significantly worse than earnings. Tillkännagivande • Feb 15
Martello Technologies Group Inc. announced that it expects to receive CAD 2.4 million in funding from Wesley Clover Corporation Martello Technologies Group Inc. announced a non-brokered private placement of 48,000,000 common shares at an issue price of CAD 0.05 per share for gross proceeds of approximately CAD 2,400,000 on February 14, 2023. The transaction will include participation form returning investor, Wesley Clover Corporation. The subscription by investor is irrevocable and committed. The private placement will be completed in four equal tranches of CAD 600,000 in March, April, May, and June of 2023 totaling CAD 2,400,000. The company will issue the number of common shares as is equal to CAD 2,400,000 at an issue price equal to the greater of CAD 0.05 per common share and the last closing price of the common shares before the issuance of a news release announcing the pricing of the tranche. The private placement is expected to be completed on or before June 30, 2023, the date on which the fourth and final tranche is expected to close. Tillkännagivande • Feb 14
Martello Technologies Group Inc. Announces Board Resignations Martello Technologies Group Inc. announced that as part of an initiative to streamline the Company's Board of Directors, Co-Chairman Bruce Linton, and Board Directors Jennifer Camelon and Michael Michalyshyn have resigned effective February 13, 2023. Martello plans to proceed with a Board consisting of 6 Directors. Tillkännagivande • Jan 27
Martello Technologies Group Inc. to Report Q3, 2023 Results on Feb 14, 2023 Martello Technologies Group Inc. announced that they will report Q3, 2023 results at 4:00 PM, US Eastern Standard Time on Feb 14, 2023 Tillkännagivande • Jan 24
Martello Technologies Group Inc. announced that it has received CAD 2.7 million in funding from Wesley Clover Corporation On January 23, 2023, Martello Technologies Group Inc. closed the transaction. The investor now holds 117,255,571 Common Shares or 30.8% of the Company's issued and outstanding shares. The investor has acquired 54,000,000 common shares in the transaction. Reported Earnings • Nov 23
Second quarter 2023 earnings released: CA$0.007 loss per share (vs CA$0.006 loss in 2Q 2022) Second quarter 2023 results: CA$0.007 loss per share (further deteriorated from CA$0.006 loss in 2Q 2022). Revenue: CA$3.84m (down 13% from 2Q 2022). Net loss: CA$2.42m (loss widened 41% from 2Q 2022). Revenue is forecast to grow 8.1% p.a. on average during the next 2 years, compared to a 7.4% growth forecast for the IT industry in Canada. Over the last 3 years on average, earnings per share has increased by 2% per year but the company’s share price has fallen by 58% per year, which means it is significantly lagging earnings. Tillkännagivande • Nov 17
Martello Technologies Group Inc. announced that it expects to receive CAD 2.7 million in funding from Wesley Clover Corporation Martello Technologies Group Inc. announced a non-brokered private placement of 54,000,000 common shares at an issue price of CAD 0.05 per share for gross proceeds of approximately CAD 2,700,000 on November 16, 2022. The transaction includes participation form returning investor Wesley Clover Corporation, for all the shares issued in the transaction. The investors will become a Control Person of the Company . The Private Placement is subject to approval of the TSXV and dis-interested shareholder approval. Approval for the creation of a new control person pursuant to the Private Placement will be sought at a special meeting of the shareholders of the Company to be held on January 12, 2023. The Private Placement is expected to close on or about January 24, 2023. The investor currently holds 63,255,571 Common Shares and 2,631,600 warrants to purchase Common Shares. After the completion of the Private Placement, it is expected that investor will hold 117,255,571 Common Shares and 2,631,600 Warrants, which will be equal to approximately 30.8% of the issued and outstanding voting shares of the Company. As a result, upon the completion of the Private Placement, investor would become a Control Person of the Company. 