Shareholder Notice – Change in Preferred Series A Share Liquidation Preference

By: Robert Grosshandler | January 19, 2018

Certain changes to our equity require that we provide notice to all shareholders of those changes.  This is one of those times.

This is highly legalistic, pretty thick, actually.  But, your rights are changing, so I’m going to do my best to explain what’s changed, and why.


We have eliminated the liquidation preference from our Series A Preferred Non-Voting stock going forward.  These are the shares that people purchased or have been earning from participating in iConsumer.  People who are issued shares from January 12, 2018 and later will not receive a liquidation preference.  People who were issued their shares before January 12, 2018 continue to have a liquidation preference, until they transfer (sell) their shares.  Subsequent holders (buyers) of those shares do not have a liquidation preference.

What’s a liquidation preference and why get rid of it?

It was a feature of our Preferred Series A Non-Voting stock that stated, amongst other things, that IF iConsumer were sold (had a change in control) or we were liquidated for some other reason (most likely because we failed), the holders of the Preferred Series A would get their money back, if there was money, first.  Only if the holders of this class of stock would get their money back (what they paid for it, or the value it had when it was earned), then everybody, common shareholders and preferred shareholders, would split the money received from the sale or liquidation.

It was designed to protect early investors who worried that iConsumer might fail or be sold for very little money.  Many early stage VC type investors get this kind of protection, which normally ceases when a company goes public.  We’re now quoted on the OTCQB, so it was time to end this preference.  The mechanics of this preference don’t work after a shareholder sells their shares.

Who’s affected and how

  1. You have issued shares (shares that are on the books of the transfer agent – Issuer Direct – as of January 12, 2018).  So long as you continue to keep those shares on the books of the transfer agent, nothing changes, your shares still have a liquidation preference, equal to what you paid for those shares, or the value we assigned them when you earned them.  If you transfer the shares from the books of the transfer agent, the liquidation preference associated with those shares ends.  For instance, a buyer of those shares does not receive a liquidation preference.
  2. You buy shares in our upcoming offering.  You do not get a liquidation preference.
  3. You have pending or earned shares from shopping, but they have not yet been issued to you.  You do not receive a liquidation preference.

What are the mechanics of changing the rights of a class of stock?

Since we’re a Delaware registered corporation, the laws of Delaware outline the process.  The board needs to agree, a majority of the common shareholders need to agree, and a majority of the Preferred Series A shareholders need to agree.  We file the change with Delaware’s Secretary of State, and we also file a notice of the change with the SEC, so that anybody who owns or might want to own our stock is fully informed.

What other preferences do the Preferred Series A Shares have?

The big preference is a dividend preference.  That is, IF iConsumer decides to pay a dividend, it must pay a dividend to the Preferred Series A before it can pay a dividend to the common stock shareholders.  Just a reminder, iConsumer is still early stage, and we don’t know if we’ll ever be able to pay a dividend.  No promises.  But, if we’re able and want to pay a dividend, the preferred shareholders come first.



Patricia Frye, January 19, 2018 at 12:40 pm

I don’t know what this email is for what shares are you talking about

    Robert Grosshandler, January 19, 2018 at 12:52 pm

    In April of last year, you became a member of iConsumer. Part of that membership included your getting equity (stock) in iConsumer. You’re a shareholder, effectively.

Debra E Frederick, January 19, 2018 at 1:04 pm

What shares do I own please and what are they worth?

    Robert Grosshandler, January 19, 2018 at 1:07 pm

    Please head on over to and ask your questions. They have the tools and access to your account. As to what they’re worth, we can’t say. We can only tell you what people have paid for shares recently. Once our stock is actively quoted, you’ll be able to see that for yourself. Just google OTCQB: RWRDP. Until we’re actively quoted, we’ll tell you that the last time somebody bought our shares (in May), they paid $.09 a share.

Regina Hargett, January 19, 2018 at 1:06 pm

I would like to know if I still have any of the stock that I got when I signed up and I am thanking all of the shareholders

    Robert Grosshandler, January 19, 2018 at 1:10 pm

    It’s still really hard to sell our stock, so unless you know you sold it, you should still have it. And we join you in thanking all of the shareholders.

Adam, January 19, 2018 at 1:25 pm

This is somewhat frustrating. If the shares are non-voting, do not have a liquidation preference, and iConsumer does not pay a dividend, why do the shares have any value at all?

    Robert Grosshandler, January 19, 2018 at 1:31 pm

    What a great question. They do represent ownership in iConsumer, so IF we pay a dividend, they get a dividend. IF we get sold, each share gets a share of the sales price. IF somebody wants to buy them for more than you paid, that’s a good day. It’s the rare early stage company that pays a dividend. Facebook, Google, you name it. Amazon! And the class of shares that trade have very few, if any, voting rights.

    And, if we do pay a dividend, we have to pay it to the holders of the preferred before we pay it to the holders of the common.

Dorothy martin, January 19, 2018 at 1:32 pm

Ok im a shareholder what is that

Homer Hurst, January 19, 2018 at 1:38 pm

Is there any thing in writing or hard copy saying I’m a shareholder? Any way to get physical proof? Site says I have 150 shares but I have never received anything other than emails.

    Robert Grosshandler, January 19, 2018 at 1:45 pm

    Great question. We’re book entry only. So there will never be a physical certificate. Until your shares are transferred to the transfer agent, that’s about it. And, the transfer agent is also online only. If you really want to feel in control, once we get through this DTC / DWAC process (next week, I truly hope, but I don’t control), and your shares are issued and transferred to the transfer agent, you can instruct them to deposit your shares in a brokerage account. Still online only, of course. We can’t issue right now, we’re waiting on the SEC. My least favorite word in the English language, I think, is “waiting”.

Lei Lani, January 19, 2018 at 3:44 pm

Thank you for the update. I am a proud shareholder!

James Miller, January 19, 2018 at 4:09 pm

thank for the info im a share holder

    Robert Grosshandler, January 19, 2018 at 5:38 pm

    You’re welcome, and thanks for the support.

Larry Creel, January 19, 2018 at 5:16 pm

I love “free stock”! Hey, I always buy a lotto ticket when I’m in a State that allows lottos, so to get in on a “ground floor” opportunity with stock, basicly paid nothing for……I’m in!!! Thanks for the update!!

    Robert Grosshandler, January 19, 2018 at 5:39 pm

    Thanks for your interest. This is a together thing … you shop, tell friends, we work hard, and if the price of the stock goes up, we’re all happy.

Torrey H, January 19, 2018 at 5:26 pm

I don’t understand this at ALL. And I’m starting to believe the whole thing is bogus! I tried logging into the site and couldn’t. Checked the email address I received the email to and tried again. NOPE. Did forgot password. Tells me my email is not in the system. WHAT???

    Robert Grosshandler, January 19, 2018 at 5:44 pm

    Well, that’s frustrating. Obviously, if that happened more than once in a blue moon, we’d be pretty lame. The fastest, surest way to get help is to touch base with, they’ve got the people and the tools to figure out why our system is treating you so poorly. By submitting a ticket there, they’ll get diagnostic info.

    I’m sorry it happened, I’ll be sure to follow up with our support folks after you connect with them.

Virgil Stacy, January 19, 2018 at 5:36 pm

Good to hear forward progression. Wish I got involved earlier!

    Robert Grosshandler, January 19, 2018 at 5:45 pm

    We do too, but it’s not too late. We’re still a tiny, early stage company with big plans. Lots of room for us to grow. And you can help, by shopping and telling friends.

    Thanks for your support.

Queen Alexander, January 19, 2018 at 7:17 pm

Thanks for the update, keep up the great work.

    Robert Grosshandler, January 19, 2018 at 7:26 pm

    We love the pat on the back. Thanks for your support.

MickiSue, January 19, 2018 at 10:19 pm

How is “Preferred Shareholder” defined? I am proud to have been one of your first customers, and have a lot of shares as a result.

But am unclear as to whether I own preferred or common stock.

Derick B Franks, January 20, 2018 at 3:44 pm

Thanks for the information sir. Valuable service you provide.

Michael Hellman, January 20, 2018 at 10:13 pm

Does your shares actually have a value? If they do what is it?

Mark, January 22, 2018 at 4:54 pm

So to clarify. even though I earned shares by shopping thhrough iConsumer prior to Jan 12, If I haven’t yet requested the actual shares i will not get the preferred stock?

    Robert Grosshandler, January 22, 2018 at 5:49 pm

    Incorrect! You are getting the preferred stock (when we finally have the SEC qualified offering). What changed is the nature of the preference you get. Before, had we failed or been sold for a small amount of money, you had a preference over the common stockholders when that money got paid to shareholders. Had we been sold for a large amount, you wouldn’t have needed a preference.

    Now, you still have a dividend preference. IF we pay dividends, we have to pay you first, before we pay common shareholders.

Christian Bruce Smith, January 25, 2018 at 12:59 am

Aren’t the shares so worthless you were not able to give them all away for free?

    Robert Grosshandler, January 25, 2018 at 7:46 am

    We can’t comment on the worth of the our stock, all we can do is relate what people have done. The last time we sold stock (in May, 2017) people paid $.09 a share. We’ve never given away stock for free. And why would we ever want to give away all of our stock?

    Soon, very soon I hope, you’ll be able to see what people are buying and selling our stock for. As I’ve mentioned lots, it’s going to be a very thinly traded stock, which means that those prices are not necessarily going to reflect what most people think it’s worth.

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