SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934

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CARBON SCIENCES, INC.
_____________________________________________________________
(Name of Registrant As Specified In Its Charter)

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CARBON SCIENCES, INC.
5511-C EKWILL STREET
SANTA BARBARA, CALIFORNIA 93111

NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS

MAY 17, 2016

 

To The Shareholders of Carbon Sciences, Inc.

William E. Beifuss, Jr. (the "Majority Shareholder") is entitled to vote of a total of 1,000 shares of Series A Preferred Stock and 95,538 shares of common stock or approximately 51.1% of the total issued and outstanding voting stock of Carbon Sciences, Inc., a Nevada corporation (the "Company" or "CSI").  On April 29, 2016, the Majority Shareholder took action by written consent in lieu of a special meeting of the Company's shareholders in accordance with the General Corporation Law of the State of Nevada (the "NGCL") to authorize the officers and directors of the Company to cause the Company to amend its Articles of Incorporation in order to increase the number of authorized shares of common stock from 100,000,000, par value $0.001 per share, to 2,000,000,000, par value $0.001 per share.

 

William E. Beifuss, Jr., President and Director

___________

WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
___________


CARBON SCIENCES, INC.
5511-C EKWILL STREET
SANTA BARBARA, CALIFORNIA 93111


MAY 17, 2016

SHAREHOLDERS ACTION

The Majority Shareholder submitted his consent to the shareholder resolution described in this Information Statement on or about April 29, 2016 to be effective upon satisfaction by the Company of all applicable filing and notification requirements of the Securities and Exchange Commission.  As of April 29, 2016, the Majority Shareholder was entitled to vote of record 1,000 shares of the Company's Series A Preferred Stock, par value $0.001 per share, and 95,538 shares of the Company's common stock, par value $0.001 per share, or approximately 51.1% of the total issued and outstanding common stock of the Company.  The remaining outstanding shares of common stock are held by approximately 101 other shareholders.

The Majority Shareholder is William E. Beifuss, Jr., the president and a director of the Company.

Holders of the common stock of record as of May 6, 2016 (the "Record Date") are entitled to submit their consents to the shareholder resolution described in this Information Statement, although no shareholder consents other than that of the Majority Shareholder are required to be submitted in order for the resolution to be adopted.  The Company is not soliciting consents or proxies and shareholders have no obligation to submit either of them.  Whether or not shareholders submit consents should not affect their rights as shareholders or the prospects of the proposed shareholder resolution being adopted.  The Majority Shareholder has consented to the shareholder resolution described in this Information Statement.  Other shareholders who desire to submit their consents must do so by June 10, 2016 and once submitted will not be revocable.  The affirmative vote of the holders of a majority of the outstanding voting stock of the Company is required to adopt the resolution described in this Information Statement.  Nevada law does not require that the proposed transactions be approved by a majority of the disinterested shareholders.  As of the Record Date, the Company's voting stock consisted of a total of 35,177,809 shares of common stock and 1,000 shares of Series A Preferred Stock.  The holders of the Company's Series A Preferred Stock have the right to vote in an amount equal to 51% of the total vote with respect to any proposal relating to increasing the authorized share capital of the Company.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposed resolution will not be adopted until at least June 10, 2016, a date at least 20 days after the date on which this Information Statement has been mailed to the Company's shareholders. This Information Statement will serve as written notice to the Company's shareholders pursuant to the NGCL.


THE COMPANY AND THE TRANSACTION

Proposed Shareholder Action

The Company has its executive offices at 5511-C Ekwill Street, Santa Barbara, California 93111, and its telephone number is (805) 456-7000.  As described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS, the Company proposes to amend its Articles of Incorporation (the "Amendment") in order to increase the number of authorized shares of the Company's common stock from 100,000,000, par value $0.001 per share, to 2,000,000,000, par value $0.001 per share.
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The Board of Directors of the Company voted unanimously to implement the Amendment because the Board of Directors believes that an increase to the number of authorized shares of the Company's common stock will allow the Company to raise the capital necessary for the Company to grow its business in the future.

The Company is not expected to experience a material tax consequence as a result of the Amendment.  Increasing the number of authorized shares of the Company's common stock, however, subjects the Company's existing shareholders to future dilution and subordination of their ownership and voting power in the Company.

Company Plans

The Company currently has no specific plans to issue the newly authorized common stock provided for in the Amendment.  The Company may issue additional common stock from time to time in the future for customary purposes, including but not limited to for the purpose of raising capital.

Potential Anti-Takeover Effect

The additional shares of common stock that will become available for issuance upon the adoption of the resolution could also be used by the Company to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company.  For example, without further shareholder approval, the Board could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board.  Although this proposal to increase the authorized common stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), nevertheless, shareholders should be aware that approval of the Amendment could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the shareholders might otherwise receive a premium for their shares over then current market prices.

Additional Information

Additional information regarding the Company, its business, its capital stock, and its financial condition are included in the Company's Form 10-K annual report and its Form 10-Q quarterly reports.  Copies of the Company's Form 10-K for its fiscal year ending December 31, 2015, as well as the Company's Form 10-Q for the quarters ending March 31, 2015, June 30, 2015 and September 30, 2015, are available upon request to: William E. Beifuss, Jr., President, Carbon Sciences, Inc., 5511-C Ekwill Street, Santa Barbara, California 93111.  These reports are also available under the Company's name on the Securities and Exchange Commission's website at www.sec.gov.
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the names of the Company's executive officers and directors and all persons known by the Company to beneficially own 5% or more of the issued and outstanding common stock of CSI as of April 29, 2016.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.  In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or become exercisable within 60 days of April 29, 2016 are deemed outstanding even if they have not actually been exercised.  Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The percentage ownership of each beneficial owner is based on 35,177,809 outstanding shares of common stock and 1,000 outstanding shares of Series A Preferred Stock.  Except as otherwise listed below, the address of each person is c/o Carbon Sciences, Inc., 5511-C Ekwill Street, Suite 130, Santa Barbara, California 93111. Except as indicated, each person listed below has sole voting and investment power with respect to the shares set forth opposite such person's name.
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Common Stock
Preferred Stock
All Stock
Name of Beneficial Owner (1)
Number of Shares Owned
Percentage Owned
Number of Shares Owned
Percentage Owned
Number of Votes
Percentage Owned
             
William Beifuss, President, Acting Chief Financial, Officer, Secretary and Director(2)
1,295,538
3.56%
1,000(3)
100%
37,909,176
51.9%
             
Byron Elton, Chairman(4)
206,250
0.58%
0
0
0
0.29%
             
Christopher S. Kelly, Chief Executive Officer and Director
0
0
0
0
0
0
             
All Executive Officers and Directors as a Group
(3 persons)
1,501,788
4.32%
1,000
100%
38,115,426
52.08%
 
(1) Except as pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.

(2) Includes 1,200,000 shares subject to stock options that are currently exercisable or exercisable within 60 days of April 29, 2016.
 
(3) As the holder of the Company's Series A Preferred Stock, Mr. Beifuss has the right to vote in an amount equal to 51% of the total vote with respect to any proposal relating to increasing the authorized share capital of the Company (i.e. 36,613,638 votes).

(4) Includes 200,000 shares subject to stock options that are currently exercisable or exercisable within 60 days of April 29, 2016.


DELIVERY OF INFORMATION TO A SHARED ADDRESS

If you and one or more shareholders share the same address, it is possible that only one Information Statement was delivered to your address.  Any registered shareholder who wishes to receive a separate copy of the Information Statement at the same address now or in the future may mail a request to receive separate copies to William E. Beifuss, Jr., President, Carbon Sciences, Inc., 5511-C Ekwill Street, Santa Barbara, California 93111, or call the Company at (805) 456-7000 and we will promptly deliver the Information Statement to you upon your request. Shareholders who received multiple copies of this Information Statement at a shared address and who wish to receive a single copy may direct their request to the same address.


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FORWARD-LOOKING STATEMENTS AND INFORMATION

This Information Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify our forward-looking statements by the words "expects," "projects," "believes," "anticipates," "intends," "plans," "predicts," "estimates" and similar expressions.  The forward-looking statements are based on management's current expectations, estimates and projections about us. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecast in the forward-looking statements. You should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Information Statement is accurate as of any date other than the date on the front of the document.


OTHER MATTERS

The Board of Directors of the Company is not aware that any matter other than those described in this Information Statement is to be presented for the consent of the shareholders.

UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO WILLIAM E. BEIFUSS, JR., PRESIDENT OF THE COMPANY, AT CARBON SCIENCES, INC., 5511C EKWILL STREET, SANTA BARBARA, CALIFORNIA 93111, TELEPHONE (805) 456-7000. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE.
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Exhibit A
Certificate of Amendment