VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF
At the Record Date, the Company had outstanding
33,420,000 shares of Common Stock, par value $0.0001 per share and no shares of Preferred Stock, par value $0.0001 per share. Rubin
Schindermann and Alexander Starr, who hold the majority voting power on the Record Date, have signed consent to the taking of the
corporate action described. This consent will be sufficient, without any further action, to provide the necessary stockholder approval
of the action.
CORPORATE ACTION TO BE TAKEN
ADOPTION OF AN AMENDMENT TO THE ARTICLES
OF INCORPORATION
The Board of Directors is recommending that
the Company’s current Articles of Incorporation be amended to increase the authorized common stock to 500,000,000 shares.
The proposed amendment will also establish a class of preferred stock designated as Series A Preferred Stock. However, the establishment
of this class or any class of preferred stock does not require approval of the Company’s shareholders because the current
Articles of Incorporation grant to the Board of Directors the authority to establish classes or series of preferred stock without
the need for shareholder approval.
The increase in the
authorized Common Stock will provide the Company with needed stock to enable it to undertake financing transactions in which the
Company may employ the common stock, including transactions to raise working capital through the sale of common stock. Since the
Board of Directors believes that the currently authorized number of shares may be not be sufficient to meet anticipated needs in
the immediate future, the Board considers it desirable that the Company has the flexibility to issue an additional amount of Common
Stock without further stockholder action, unless otherwise required by law or other regulations. The availability of these additional
shares will enhance the Company’s flexibility in connection with any possible acquisition or merger, stock splits or dividends,
financings and other corporate purposes and will allow such shares to be issued without the expense and delay of a special stockholders’
meeting, unless such action is required by applicable law or rules of any stock exchange on which the Company’s securities
may then be listed.
In certain circumstances,
a proposal to increase the authorized capital stock may have an anti-takeover effect. The authorization, without prior shareholder
approval of additional unreserved classes of Common Stock with either specified voting rights or rights providing for the approval
of extraordinary corporate action may be used to create voting impediments or to frustrate persons seeking to effect a merger or
otherwise gain control of the Company opposed by management by diluting the stock ownership of any persons seeking to obtain control
of the Company. Management of the Company might use the additional authorized capital stock to resist or frustrate a third-party
transaction which might provide an above-market premium that is favored by a majority of the independent shareholders. Management
of the Company has no present plans to adopt any proposals or to enter into other arrangements that may have material anti-takeover
consequences. There are no anti-takeover provisions in the Company’s Articles of Incorporation, Bylaws or other governing
documents at this time.
A copy of the proposed
amendment is included in this Information Statement.
DESCRIPTION OF CAPITAL STOCK AND VOTING
RIGHTS
The Company’s authorized capital consists of 100,000,000
shares of Common Stock, par value $0.0001 per share and 20,000,000 shares of Preferred Stock, par value $0.0001. As of the Record
Date, there were 33,420,000 shares of Common Stock outstanding and no shares of Preferred Stock issued and outstanding. The holders
of Common Stock are entitled to vote on all matters to come before a vote of the stockholders of the Company.
VOTE REQUIRED FOR APPROVAL
Section 242 of the
Delaware General Business Corporation Act provides an outline of the scope of the amendments of the Articles of Incorporation allowed
a Delaware Corporation. This includes the amendment discussed in this Information Statement. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Delaware corporation are set forth in Section 242 provides that proposed
amendments must first be adopted by the Board of Directors and then submitted to stockholders for their consideration at an annual
or special meeting and must be approved by shareholders holding at least the majority voting power of the Company.
Section 228 of the
Delaware General Business Corporation Act provides that any action required to be taken at a special or annual meeting of the stockholders
of a Delaware corporation may be taken by written consent, in lieu of a meeting, if the consent is signed by stockholders holding
at least the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shareholders
entitled to vote were present and voted.
The persons holding
at least the majority voting power of the Company has adopted, ratified and approved the amendment to the articles of incorporation
increasing the authorized capital stock as described in this Information Statement. No further votes are required or necessary
to effect the proposed amendment or the other corporate actions to be taken.
The securities that
would have been entitled to vote if a meeting was required to be held to amend the Company’s Articles of Incorporation consist
of 33,420,000 shares of the Company’s Common Stock issued and outstanding as of the Record Date for determining stockholders
who would have been entitled to notice of and to vote on the proposed amendment to the Articles of Incorporation.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS,
DIRECTORS
AND FIVE PERCENT STOCKHOLDERS
The following table sets forth certain information
concerning the ownership of the Company’s Common Stock as of September 15, 2016, with respect to: (i) each person known to
the Company to be the beneficial owner of more than five percent of the Company’s Common Stock; (ii) all directors; and (iii)
directors and executive officers of the Company as a group. To the knowledge of the Company, each shareholder listed below possesses
sole voting and investment power with respect to the shares indicated.
Title of Class
|
|
Name
and Address of Beneficial Owner
|
|
Amount
of
Ownership
|
|
Percent
of Class
|
|
|
|
|
|
|
|
Common Stock
|
|
Rubin Schindermann
|
|
13,293,500
|
|
39.77%
|
|
|
1131A Leslie Street, Suite 101
|
|
|
|
|
|
|
Toronto, Ontario
|
|
|
|
|
|
|
Canada M3C 3L8
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Alexander (“Sasha”) Starr
|
|
13,293,500
|
|
39.77%
|
|
|
1131A Leslie Street, Suite 101
|
|
|
|
|
|
|
Toronto, Ontario
|
|
|
|
|
|
|
Canada M3C 3L8
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Chess Supersite Inc.(a)
|
|
2,000,000
|
|
5.94%
|
|
|
1409-7440 Bathurst Street
|
|
|
|
|
|
|
Thornhill, Ontario
|
|
|
|
|
|
|
Canada L4J 7K8
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
All executive officers and
|
|
|
|
|
|
|
directors as a group ( 2 persons)
|
|
26,587,000
|
|
75.55%
|
(a) Alexander (“Sasha”) Starr is an officer and
director of Chess Supersite Inc.
INTEREST OF CERTAIN PERSONS IN
OR OPPOSITION TO MATTERS TO BE ACTED
UPON
No person who has been a director or officer of the Company
at any time since the beginning of the last fiscal year, nominee for election as a director of the Company, nor associates of the
foregoing persons has any substantial interest, direct or indirect, in proposed amendment to the Company’s Articles of Incorporation
which differs from that of other stockholders of the Company. No director of the Company opposes the proposed amendment of the
Company’s Articles of Incorporation.
ADDITIONAL INFORMATION
Additional information concerning the Company, including its
annual and quarterly reports for the previous twelve months which have been filed with the Securities and Exchange Commission may
be accessed through the Securities and Exchange Commission EDGAR archives at www.sec.gov. Upon written request of any stockholder
to the Company’s President, Alexander Starr, at 1131A Leslie Street, Suite 101, Toronto, Ontario, Canada M3C 3L8, a copy
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 will be provided without charge and as well
as the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2016.
Index of Exhibits
Exhibit 3(i) Certificate of Amendment
to Certificate of Incorporation.
EXHIBIT
3(i)
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION OF CHESS
SUPERSITE CORPORATION
The undersigned, being
the Chief Executive Officer of Chess Supersite Corporation, a Delaware corporation
(“Corporation”),
does hereby
certify on behalf of the Corporation as follows:
1. The
following resolution to amend the Certificate of Incorporation of the Corporation was declared advisable and was duly adopted by
written consent of the directors of the Corporation pursuant to the Certificate of Incorporation:
RESOLVED,
that
the Certificate of Incorporation of the Corporation be amended by changing Article Four to (i) increase the authorized shares of
Common Stock to 500,000,00; and (ii) establish a class of Preferred Stock to be designated as Series A Preferred Stock as follows:
ARTICLE FOUR
The total number of
shares of stock which the Corporation shall have authority to issue is 520,000,000 shares consisting of 500,000,000 shares of Common
Stock having a par value of $0.0001 per share and 20,000,000 shares of Preferred Stock having a par value of $0.0001 per share.
Designation
of Series A Preferred Stock.
1,000,000 shares of Preferred Stock having a par value of $0.0001 per share shall be
designated as Series A Preferred Stock
(“Series A Stock”)
. Dividends shall be declared and set aside for
any shares of Series A Stock in the same manner and amount as for the Common Stock. Series A Stock, as a class, shall have
voting rights equal to a multiple of 2X the number of shares of Common Stock issued and outstanding that are entitled to vote
on any matter requiring shareholder approval
(“Voting Multiple”).
Each share of Series A Stock shall be
entitled to such number of votes based on the Voting Multiple and as held at the record date for the determination of
stockholders entitled to vote on such matter or, if no such record date is established, at the date on which notice of the
meeting of shareholders at which the vote is to be taken is marked or the date any written consent of shareholders is
solicited if the vote is not to be taken at a meeting. The Series A Stock shall not vote as a separate class, but shall vote
together with the Common Stock on all matters, including any amendment to increase or decrease the authorized capital stock.
Upon the voluntary or involuntary dissolution, liquidation or winding up of the corporation, the assets of the Corporation
available for distribution to its shareholders shall be distributed to the holders of Common Stock and the holders of the
Series A Stock ratably without any preference to the holders of the Series A Stock.
Subject to and in compliance
with the provisions of this Certificate of Amendment, shares of Series A Stock may, at the option of the holder, be converted at
any time into fully-paid and nonassessable shares of Common Stock at the rate of One Hundred (100) shares of Common Stock for each
One (1) share of Series A Stock
(“Conversion Rate”)
.
Mechanics
of Conversion.
Each holder of Series A Stock who desires to convert the same into shares of Common Stock shall
surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for
the Series A Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the
same. Such notice shall state the number of shares of Series A Stock being converted. Thereupon, the Corporation shall
promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common
Stock to which such holder is entitled and shall promptly pay in cash or, to the extent sufficient funds are not then legally
available therefor, in Common Stock (at the Common Stock's fair market value determined by the Board of Directors as of the
date of such conversion), any declared and unpaid dividends on the shares of Series A Stock being converted. Such conversion
shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the
shares of Series A Stock to be converted, and the person entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.
Notwithstanding anything to the contrary in the foregoing, no conversion shall occur until after the 60
th
day
following the date that the first share of Series A Stock is issued
("Original Issue Date")
.
Adjustment
for Stock Splits and Combinations.
If the Corporation shall at any time or from time to time after the Original Issue
Date effect a subdivision of the outstanding Common Stock without a corresponding subdivision of the Preferred Stock, the
Conversion Rate in effect immediately before that subdivision shall be proportionately decreased. Conversely, if the
Corporation shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common
Stock into a smaller number of shares without a corresponding combination of the Preferred Stock, the Conversion Rate in
effect immediately before the combination shall be proportionately increased. Any adjustment hereunder shall become effective
at the close of business on the date the subdivision or combination becomes effective.
Adjustment for
Common Stock Dividends and Distributions.
If the Corporation at any time or from time to time after the Original Issue
Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution
payable in additional shares of Common Stock, in each such event the Conversion Rate that is then in effect shall be decreased
as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by
multiplying the Conversion Rate then in effect by a fraction (i) the numerator of which is the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii)
the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such
dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution
is not fully made on the date fixed therefor, the Conversion Rate shall be recomputed accordingly as of the close of business on
such record date and thereafter the Conversion Rate shall be adjusted pursuant to reflect the actual payment of such dividend or
distribution.
Adjustment for
Reclassification, Exchange and Substitution.
If at any time or from time to time after the Original Issue Date,
the Common Stock issuable upon the conversion of the Series A Stock is changed into the same or a different number of shares of
any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination
of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere herein, in any
such event each holder of Series A Stock shall have the right thereafter to convert such stock into the kind and amount of stock
and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum
number of shares of Common Stock into which such shares of Series A Stock could have been converted immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property
by the terms thereof.
Reorganizations,
Mergers, Consolidations or Sales of Assets.
If at any time or from time to time after the Original Issue Date, there
is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification, exchange
or substitution of shares provided for elsewhere herein, as a part of such capital reorganization, provision shall be made so that
the holders of the Series A Stock shall thereafter be entitled to receive upon conversion of the Series A Stock the number of shares
of stock or other securities or property of the Corporation to which a holder of the number of shares of Common Stock deliverable
upon conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities
by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of Certificate
of Amendment with respect to the rights of the holders of Series A Stock after the capital reorganization to the end that the provisions
of this Certificate of Amendment (including adjustment of the Conversion Rate then in effect and the number of shares issuable
upon conversion of the Series A Stock) shall be applicable after that event and be as nearly equivalent as practicable.
Automatic Conversion.
(i) Each
share of Series A Stock shall automatically be converted into shares of Common Stock, based on the then-effective Conversion Rate,
(a) at any time upon the affirmative vote of all of the holders of the outstanding shares of the Series A Stock, or (b) immediately
upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation in which the gross cash
proceeds to the Corporation (before underwriting discounts, commissions and fees) are at least $10,000,000. Upon such automatic
conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of this Certificate of Amendment.
(
ii
)
Upon the occurrence of the event specified in paragraph (i) above, the outstanding shares of Series A Stock shall be converted
automatically without any further action by the holders of such shares and whether or not the certificates representing such shares
are surrendered to the Corporation or its transfer agent; provided, however, that the Corporation shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares
of Series A Stock are either delivered to the Corporation or its transfer agent as provided below, or the holder notifies the Corporation
or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence
of such automatic conversion of the Series A Stock, the holders of Series A Stock shall surrender the certificates representing
such shares at the office of the Corporation or any transfer agent for the Series A Stock. Thereupon, there shall be issued and
delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate
or certificates for the number of shares of Common Stock into which the shares of Series A Stock surrendered were convertible on
the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the
provisions of this Certificate of Amendment.
RESOLVED,
that the officers of the Corporation are hereby authorized and directed to file a Certificate of Amendment to the Certificate of
Incorporation of the Corporation with the Secretary of State of Delaware pursuant to Section 242 of the General Corporation Law
of the State of Delaware and to take such action necessary on behalf of the Corporation to carry out the intent of the foregoing
resolution.
2. The
foregoing resolution was adopted by written consent of the directors of the Corporation in lieu of the meeting of directors in
accordance with the provisions of Section 141 of the General Corporation Law of the State of Delaware.
3. The
foregoing resolution was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware and pursuant to the authority granted to the directors of the Corporation under the Corporation’s Certificate
of Incorporation to provide for the issuance of shares of Preferred Stock and to fix the designation, powers, preferences and rights
of the shares of such series and the qualifications, limitations or restrictions thereof.
IN WITNESS WHEREOF,
this Certificate has been signed this ____ day of ________ 2016.
|
CHESS SUPERSITE
CORPORATION
|
|
|
|
|
|
By:
|
|
|
|
Rubin Schindermann,
Chief Executive Officer
|