Pursuant to an Agreement and Plan of Reorganization dated as of March 24, 2005 (the "Share Exchange Agreement"), by and between Organic Soils.com, Inc. and Inhibetex Therapeutics, Inc., a Colorado corporation ("Inhibetex"), Organic Soils.com, Inc. and Inhibetex entered into a share exchange whereby all of the issued and outstanding capital stock of Inhibetex, on a fully-diluted basis, were exchanged for like securities of Organic Soils.com, Inc., and whereby Inhibetex became a wholly owned subsidiary of Organic Soils.com, Inc. (the "Share Exchange"). The Share Exchange was effective as of May 19, 2005 at which time we also changed our name to Inhibiton Therapeutics, Inc. (the "Registrant" or the "Company").
Immediately prior to the effective time of the Share Exchange, Inhibetex had outstanding 104,000 shares of its common stock ("Inhibetex Common Stock") and no shares of preferred stock. In accordance with the Share Exchange Agreement, each share of Inhibetex Common Stock was acquired by the Company in exchange for one hundred seven (107) shares of our common stock, par value $.01 per share ("Common Stock"). Inhibetex also had outstanding convertible debt securities, the outstanding principal and accrued and unpaid interest of which were convertible into shares of Inhibetex Common Stock at a price per share equal to 75% of the average closing price of Inhibitex Common Stock for the first 30 days immediately following the date Inhibetex began trading as a public company. Pursuant to the Share Exchange Agreement, these convertible debt securities were exchanged for like convertible securities of the Company, whereby the outstanding principal and interest on such securities are convertible into shares of Common Stock at $3.39 per share, which is equal to 75% of the average closing price of the Common Stock for the first 30 days immediately following the date the Share Exchange was effective (the "Effective Date"). Accordingly, after giving effect to the Share Exchange, the Registrant had 13,451,000 shares of Common Stock outstanding, and convertible debt securities outstanding which are convertible into 66,372 shares of Common Stock. As a result of the Share Exchange, immediately following the Share Exchange, the former Inhibetex shareholders together held approximately 82.7% of our outstanding voting power, excluding the outstanding convertible debt. Accordingly, the Share Exchange constituted a change of control of the Company.
Upon completion of the Share Exchange, we ceased all operations relating to the business of Organic Soils.com and adopted the business plan of Inhibetex, which is now our wholly owned subsidiary.
