INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

(Rule 14c-101)

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

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IEG HOLDINGS CORPORATION

6160 West Tropicana Ave., Suite E-13

Las Vegas, NV 89103

(702) 227-5626

INFORMATION STATEMENT

PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

Approximate Date of Mailing: November 14, 2016

TO THE STOCKHOLDERS OF IEG HOLDINGS CORPORATION:

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

This notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.001 per share, of IEG HOLDINGS CORPORATION, a Florida corporation (the “Company”), pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the action described below (the “Corporate Action”) taken by unanimous written consent of the Board of Directors of the Company and by written consent of the holder of a majority of the voting power of the issued and outstanding capital stock of the Company:

● Increase the number of authorized shares of common stock from 40,000,000 to 300,000,000.

The purpose of this Information Statement is to notify our stockholders that on October 28, 2016, a stockholder holding a majority of the voting power of our issued and outstanding shares of common stock executed a written consent approving the Corporate Action. In accordance with Rule 14c-2 promulgated under the Exchange Act, the Corporate Action will become effective no sooner than 20 days after we mail this notice and the accompanying Information Statement to our stockholders.

The written consent that we received constitutes the only stockholder approval required for the Corporate Action under Florida law and the Company’s certificate of incorporation and bylaws, each as amended. As a result, no further action by any other stockholder is required to approve the Corporate Action and we have not and will not be soliciting your approval of the Corporate Action. Notwithstanding, the holders of our common stock of record at the close of business on October 28, 2016 are entitled to notice of the stockholder action by written consent.

This notice and the accompanying Information Statement are being mailed to our holders of common stock of record as of October 28, 2016 on or about November 14, 2016. This notice and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance with Rule 14c-2 promulgated under the Exchange Act.

NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.

IEG HOLDINGS CORPORATION

Information Statement Pursuant to Section 14C

of the Securities Exchange Act of 1934

This Information Statement is being mailed on or about November 14, 2016, to all holders of record on October 28, 2016, of the $.001 par value common stock of IEG Holdings Corporation, a Florida corporation (the “Company”), in connection with the vote of our Board of Directors and the approval by written consent of the holders of a majority of the voting power of our issued and outstanding capital stock to effect an increase in the number of authorized shares of common stock from 40,000,000 to 300,000,000 (the “Increase in Authorized Shares of Common Stock”).

Currently, the Company has authorized 40,000,000 shares of common stock. As of October 28, 2016, there were 678 stockholders of record of our common stock and 9,661,547 shares of our common stock were issued and outstanding. Each share of our common stock has one vote per share. Paul Mathieson, our Chief Executive Officer, owns 6,900,000 shares of our common stock, which represents approximately 71.4% of the voting power of our issued and outstanding capital stock. Our Board of Directors and Mr. Mathieson approved the Increase in Authorized Shares of Common Stock by actions by written consent on October 28, 2016. Since our Board of Directors and the holder of a majority of the voting power of the Company’s issued and outstanding shares of capital stock have voted in favor of the Increase in Authorized Shares of Common Stock, all corporate actions necessary to authorize the Increase in Authorized Shares of Common Stock have been taken.

The Increase in Authorized Shares of Common Stock will be effective on or about December 5, 2016 (the “Effective Date”), which date shall be no sooner than 20 days after we mail this Information Statement to our stockholders. Our Board retains the authority to abandon the Increase in Authorized Shares of Common Stock for any reason at any time prior to the Effective Date. Because the Increase in Authorized Shares of Common Stock have already been approved by holders of a majority of our outstanding shares of common stock, you are not required to take any action. This Information Statement provides to you notice that the Increase in Authorized Shares of Common Stock have been approved. You will receive no further notice of the approval nor of the Effective Date of the Increase in Authorized Shares of Common Stock other than pursuant to reports which we will be required to file with the Securities and Exchange Commission in the future.

Our common stock is traded over the counter on the OTCQX under the symbol IEGH. On November 9, 2016, the closing price for our common stock as reported on the OTCQX was $2.50 per share with respect to an insignificant volume of shares.

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

APPRAISAL RIGHTS

Stockholders do not have appraisal rights under Florida state law or under the Company’s Articles of Incorporation or By-laws in connection with the Corporate Action.

INCREASE IN AUTHORIZED SHARES OF COMMON STOCK

Our Board of Directors and holder of the majority voting power of our issued and outstanding capital stock have approved an amendment to the Restated Articles to increase the number of authorized shares of our common stock from 40,000,000 to 300,000,000. Our Board believes it is in the best interest of our company to increase the number of authorized shares of common stock in order to give us greater flexibility in considering and planning for future corporate needs, including, but not limited to, stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic transactions, including mergers, acquisitions and business combinations, as well as other general corporate transactions. The Board believes that additional authorized shares of common stock will enable us to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to us. We do not have any definitive plans, arrangements, understandings or agreements regarding the issuance of the additional shares of common stock that will result from our adoption of the proposed amendment. Except as otherwise required by law, the newly authorized shares of common stock will be available for issuance at the discretion of our Board (without further action by the stockholders) for various future corporate needs, including those outlined above. While adoption of the proposed amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized shares of our common stock may, among other things, dilute the earnings per share of our common stock and the equity and voting rights of those holding common stock at the time the additional shares are issued.

Any newly authorized shares of common stock will be identical to the shares of common stock now authorized and outstanding. The proposed amendment will not affect the rights of current holders of our common stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

The Increase in Authorized Shares of Common Stock will be effective on or about December 5, 2016 (the “Effective Date”), which date shall be no sooner than 20 days after we mail this Information Statement and accompanying notice to our stockholders. Our Board retains the authority to abandon the Increase in Authorized Shares of Common Stock for any reason at any time prior to the Effective Date.

The form of the proposed amendment to our Restated Articles necessary to effect the Increase in Authorized Shares of common stock is attached hereto as Appendix A .