UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
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x
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Preliminary Information Statement
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Confidential, For Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
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Definitive Information Statement
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BIONEUTRAL GROUP, INC.
(Name of Registrant as Specified In Its
Charter)
Payment of Filing Fee (Check the appropriate box):
x
No
fee required.
o
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement no.:
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Date Filed:
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BIONEUTRAL GROUP, INC.
211 Warren St.
Newark, NJ 07103
NOTICE OF ACTION BY WRITTEN CONSENT
To the Holders of Common Stock of BioNeutral Group, Inc.:
This Information Statement has been filed with the Securities
and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the
"
Exchange Act
"), to the holders (the "
Stockholders
") of common stock, $.00001 par value
per share (the "
Common Stock
"), of BioNeutral Group, Inc., a Nevada corporation (the "
Company
"),
to notify the Stockholders that pursuant to a meeting held by the Board of Directors of the Company (the “Board”) on
July 21, the Company received unanimous consent by the Board and by the holder of Series F Preferred Stock, no par value per
share (the "Series F Preferred"). Each share of Series F Preferred has the equivalent of 79,688,761 votes
of Common Stock (based upon the outstanding number of shares of Common Stock issued at the time hereof). Currently, the Company’s
President, Mark Lowenthal, is the holder of all the Series F Preferred (the "Series F Stockholder" or the "Majority
Stockholder"), holding a minimum of fifty-one (51) shares of Series F Preferred, resulting in the Series F Stockholder holding
in the aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Company. The
Series F Stockholder authorized the following:
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The increase in the number of authorized shares of Common Stock from seventeen billion (17,000,000,000) shares of Common Stock to thirty seven billion (37,000,000,000) shares of Common Stock (the “Authorized Shares Increase”).
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Your consent is not required and is not being solicited in
connection with the approval of the Authorized Share Increase.
We will mail the Notice of Stockholder Action by Written
Consent to the Stockholders on or about August 4, 2014.
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The Board believes the Authorized Share Increase is necessary
and advisable in order to maintain the Company's financing and capital raising ability and to generally maintain our flexibility
in today's competitive and rapidly changing environment.
Accordingly, it is the Board's opinion that the Authorized
Share Increase would better position the Company to attract potential business candidates and provide the Stockholders a greater
potential return.
INTRODUCTION
Nevada law provides that the written consent of the holders
of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu
of conducting a special stockholders' meeting convened for the specific purpose of such action. Pursuant to the foregoing, the
Series F Stockholder approved the Authorized Share Increase on July 21, 2014.
We will mail the Notice of Stockholder Action by Written
Consent on or about August 4, 2014.
This Information Statement contains a brief summary of the
material aspects of the Authorized Share Increase approved by the Board of BioNeutral Group, Inc., (the "Company," "we,"
"our," or "us") and the holder of Series F Preferred Stock (the "Series F Preferred"), which constitute
a majority of the voting capital stock of the Company.
Series F Preferred
By unanimous vote of the Board, the number, designation,
rights, preferences and privileges of the Series F Preferred were established by the Board (as is permitted under Nevada law and
by the Amended Certificate of Incorporation of the Company). The designation, rights, preferences and privileges that the
Board established for the Series F Preferred is set forth in a Certificate of Designation that was filed with the Secretary of
State of the State of Nevada on August 19, 2013 and in an 8-K filed with the Securities and Exchange Commission. Among other
things, the Certificate of Designation provides that each one share of Series F Preferred has voting rights equal to (x) 0.019607
multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"),
divided by (y) 0.49, minus (z) the Numerator.
By unanimous vote of the Board, the Board issued fifty-one
(51) shares of Series F Preferred to one individual, Mark Lowenthal, President and CEO of the Company (the "Series F Stockholder").
As a result of the voting rights granted to the Series F Preferred, the Series F Stockholder holds, in the aggregate, approximately
51% of the total voting power of all issued and outstanding voting capital of the Company.
As of July 10, 2014, there were issued and outstanding (i)
3,904,917,213 shares of our Common Stock, (ii) fifty-nine (59) shares of a non-controlling interest holding Series A Convertible
Preferred Stock, (iii) fifty-four (54) shares of our Series B Preferred Stock, (iv) fifty-six (56) shares of our Series C Preferred
Stock, and (v) one hundred and twenty-eight (128) shares of our Series D Preferred Stock. Based on the foregoing, the
total aggregate amount of votes entitled to vote regarding the approval of the Authorized Share Increase approved by the Board
is 7,969,044,037 (the sum of the votes represented by the issued and outstanding shares of Common Stock and Series F Preferred).
Pursuant to Nevada law, at least a majority of the voting equity of the Company, or at least 4,064,126,824 votes, are required
to approve the Authorized Share Increase by written consent. The Series F Stockholder holds, in the aggregate, fifty one (51) shares
of Preferred Stock, representing 4,064,126,824 votes or approximately 50.9989% of the voting equity of the Company, and has voted
in favor of the Authorized Share Increase, thereby satisfying the requirement under Nevada law that at least a majority of the
voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of the Series F Stockholder,
the number of shares of Series F Preferred held by the Series F Stockholder, the total number of votes that the Series F Stockholder
voted in favor of the Authorized Share Increase and the percentage of the issued and outstanding voting equity of the Company that
voted in favor thereof.
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Name of Series F Shareholder
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Number of Shares of Series F Preferred Held
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Number of Votes held by such Series F Stockholder
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Number of Votes that Voted in favor of the Actions
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Percentage of the Voting Equity that Voted in favor of the Actions
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Mark Lowenthal
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51
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4,064,126,824
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4,064,126,824
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51
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ACTIONS TO BE TAKEN
The Authorized Share Increase will become effective on the
date that we file the Certificate of Amendment to the Amended Certificate of Incorporation of the Company (the "
Amendment
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with the Secretary of State of the State of Nevada. We intend to file the Amendment with the Secretary of State of the State
of Nevada promptly following the date on which this Information Statement is mailed to the Stockholders.
INCREASE IN THE NUMBER OF AUTHORIZED
SHARES
OF COMMON STOCK
GENERAL
The number of authorized shares of our Common Stock will
be increased from seventeen billion (17,000,000,000) shares of Common Stock to thirty seven billion (37,000,000,000) shares (the
"Authorized Share Increase").
PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED
SHARES
The Board believes the Authorized Share Increase is necessary
and advisable in order to maintain our financing and capital raising ability and to generally maintain our flexibility in today's
competitive and rapidly changing environment. The additional twenty billion (20,000,000,000) shares of Common Stock so authorized
will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock
options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions,
including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and
investments, although there are no immediate plans to do so. Assurances cannot be provided that any such transactions will be consummated
on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company's business
or the trading price of the Common Stock. The purposes for increasing the authorized shares include providing available shares
for (i) the exercise of all outstanding options; (ii) the conversion of outstanding convertible promissory notes and deferred compensation
agreements; (iii) the conversion of the Series A, B, C and D Convertible Preferred Stock; (iv) future issuances of stock options
pursuant to employees; and (v) issuances to satisfy conversions of future convertible debt or convertible preferred stock. The
Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless
required by applicable law or regulations.
The increase in the authorized number of shares of Common
Stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company
without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by
applicable law and stock exchange regulations) be issued in one or more transactions that would make a change in control of the
Company more difficult, and therefore less likely. Any such issuance of the additional shares of Common Stock could have the effect
of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could
be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware
of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number
of authorized shares of Common stock be used as a type of anti-takeover device. Any additional Common Stock, when issued, would
have the same rights and preferences as the shares of Common Stock presently outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding
the beneficial ownership of our Common Stock as of July 10, 2014 of (i) each person known to us to beneficially own more than 10%
of Common Stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as
a group. As of July 10, 2014, there were a total of 3,904,917,213 shares of Common Stock outstanding. Each share of
Common Stock is entitled to one vote on matters on which holders of voting stock of the Company are eligible to vote. The
column entitled "Percentage of Outstanding Common Stock" shows the percentage of voting common stock beneficially owned
by each listed party. The column entitled "Percentage of Outstanding Series F Preferred Stock" shows the percentage
of total Series F Preferred beneficially owned by each listed party.
The number of shares beneficially owned is determined under
the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power
or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of July 10,
2013 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise
indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that
person's spouse) with respect to all shares of capital stock listed as owned by that person or entity.
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Name and Address of Beneficial Owner
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Number of Shares of Common Stock Owned Beneficially
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% of Outstanding Shares of Common Stock
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Number of Shares of Series F Preferred Stock Owned
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Percent of Outstanding Series F Preferred Stock
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Mark Lowenthal
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—
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0
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51
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100
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211 Warren St.
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Newark, NJ 07103
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Andrew Kielbania
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3,498,096
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.09
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211 Warren St.
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Newark, NJ 07103
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Philip Tierno
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219,178
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.01
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211 Warren St.
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Newark, NJ 07103
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Ben Hanafin
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342,466
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.01
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211 Warren St.
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Newark, NJ 07103
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Robert Machinist
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513,699
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.01
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211 Warren St.
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Newark, NJ 07103
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All Officers, Directors and persons known to beneficially own > 10% of Common Stock
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4,573,439
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.12
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51
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Except as indicated in the footnotes to this table, based
on information provided by such persons, the persons named in the table above have sole voting power and investment power with
respect to all shares of common stock shown beneficially owned by them.
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Percentage of ownership is based on 3,904,917,213 shares
of common stock outstanding as of July 10, 2014 plus each person’s conversion rights within 60 days. Shares of
common stock subject to stock conversions that are exercisable within 60 days as of July 10, 2014 are deemed outstanding for computing
the percentage of that person and the group.
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ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including
annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the "
SEC
").
Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by
the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request
addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information
regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company,
are incorporated herein by reference:
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(1)
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Annual Report on Form 10-K for the fiscal year ended October 31, 2013
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(2)
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Quarterly Report on Form 10-Q for the six months ended April 30, 2014
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You may request a copy of these filings, at no cost, by writing
BioNeutral Group, Inc. at 211 Warren Street, Newark, NJ, 07103, or telephoning the Company at (973) 577-8003. Any statement
contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a
statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated
by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a
part of this Information Statement except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY
HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send
only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary
instructions from any stockholder at that address. This practice, known as "householding," is designed to reduce our
printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy
of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address
and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 211
Warren Street, Newark, NJ 07103, telephone: (973) 577-8003.
If multiple stockholders sharing an address have received
one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate
copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if
current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and
would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request
may also be made by mail or telephone to the Company's principal executive offices.
This Information Statement is provided to the holders of
Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule
14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
/s/ Mark Lowenthal
Chief Executive Officer & President
Dated: July 23, 2014
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