This excerpt taken from the GCFB 8-K filed Sep 22, 2009.
NASDAQ Approval of Exemption from Shareholder Approval Requirements
In working with DHW and Mr. Dunham and his business associates, we believe we have found a solution to our cash flow problems. In July 2009, we entered into a non-binding confidential term sheet with DHW that provided for the conversion of our indebtedness to DHW into 28.0 million shares of our common stock. We have now reached an agreement with DHW on the terms and conditions of the transaction. In anticipation of reaching this agreement, we filed an application with the NASDAQ Stock Market for a financial viability exception to the shareholder approval requirements for the transaction because the issuance of this number of shares, which results in a change in control, would ordinarily require shareholder approval under NASDAQ's listing rules. In light of the fact that our cash balance cannot continue to support our obligations, we determined that the delay inherent in securing
shareholder approval for the transaction would seriously jeopardize our financial viability and that the completion of the transaction was necessary as soon as practicable. The audit committee of our board of directors authorized us to apply to NASDAQ for this exception and has expressly approved reliance on the exemption. NASDAQ has granted our request.
We entered into a definitive agreement with DHW on September 21, 2009 and expect to close the transaction in early October. Because NASDAQ has granted our request for an exemption, we will not be submitting the transaction to our shareholders for approval.