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Restrictive Legend

THE SECURITIES BEING OFFERED ARE RESTRICTED SECURITIES


WE ARE OFFERING SHARES OF OUR COMMON STOCK PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, RULE 506(C), WHICH IMPOSES SUBSTANTIAL RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES.  ALL CERTIFICATES WHICH EVIDENCE THE SHARES WILL BE INSCRIBED WITH A PRINTED LEGEND WHICH CLEARLY DESCRIBES THE APPLICABLE RESTRICTIONS ON TRANSFER OR RESALE BY THE OWNER THEREOF.  ACCORDINGLY, EACH INVESTOR SHOULD BE AWARE OF THE LONG-TERM ILLIQUID NATURE OF HIS INVESTMENT.  IN NO EVENT MAY SUCH SECURITIES BE SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR WE RECEIVED AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE WITH RESPECT THERETO.  RULE 144, THE PRIMARY EXEMPTION FOR RESALES OF RESTRICTED SECURITIES IS ONLY AVAILABLE FOR SECURITIES OF ISSUERS PROVIDING CURRENT INFORMATION TO THE PUBLIC.  WHILE WE WILL BE REQUIRED TO MAKE SUCH INFORMATION AVAILABLE SHOULD WE CONDUCT AN INITIAL PUBLIC OFFERING, AND ASSUMING SUCH PUBLIC OFFERING IS IN FACT SUCCESSFULLY CARRIED OUT, WE DO NOT CURRENTLY MAKE SUCH INFORMATION AVAILABLE PRECLUDING RELIANCE ON RULE 144.  THUS, EACH INVESTOR SHOULD BE PREPARED TO BEAR THE RISK OF SUCH INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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PROMINENT RESTRICTIVE LEGEND


SALES WILL BE MADE ONLY TO RESIDENTS OF DELAWARE. OFFERS AND SALES OF THESE SECURITIES ARE MADE UNDER AN EXEMPTION FROM REGISTRATION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. FOR A PERIOD OF SIX MONTHS FROM THE AND DATE FROM THE DATE OF THE SALE BY THE ISSUER OF THE SECURITIES, ANY RESALE OF THE SECURITIES OR THE UNDERLYING SECURITIES, IF ANY, SHALL BE MADE ONLY TO PERSONS RESIDENT WITHIN THE STATE OR TERRITORY OF DELAWARE

The Offering

THE OFFER

What if Y not Everything, Inc. is offering 4,000,000,000 Class A  Common Stock at $25 per share for $100,000,000,000. The minimal offering per investor is $1,000,000,000 for 40,000,000 shares.  The dividends are $0.87. First distribution is expected to be paid on 12/08/2020

THE WARRANTS

In connection with the Series 1 offering What if Y not Everything, Inc. has authorized 400,000,000 six year warrants at the exercise price of 17.50 with an expiration  date of 12/31/2023.

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THE OPTIONS

The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Incentive Plan shall not exceed 10,000,000 shares of Capital Stock in the aggregate. The maximum number of shares of Capital Stock that may be covered by Incentive Awards granted under the Incentive Plan that are intended to be ISOs shall not exceed 10,000,000 shares of Capital Stock in the aggregate.

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