Proxy Statement - Other Information (preliminary) (pre 14c)
December 08 2016 - 1:38PM
Edgar (US Regulatory)
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:
[X] Preliminary
Information Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[ ]
Definitive Information Statement
Endonovo
Therapeutics, Inc.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
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):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
[ ]
Fee paid previously with preliminary materials.
[ ]
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.
1)
Amount Previously Paid:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:
ENDONOVO
THERAPEUTICS, INC.
6320
Canoga Avenue, 15th Floor, Woodland Hills, CA 91367
INFORMATION
STATEMENT
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 INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED
HEREIN.
Information
Concerning the Actions by Written Consent This Information Statement is being furnished to the stockholders of Endonovo Therapeutics,
Inc., a Nevada corporation (the “Company”, “we”, “us” or “our”), pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated
thereunder, for the purpose of informing our stockholders that, on December 5, 2016, our board of directors approved by written
consent, and the stockholders holding a majority of the voting power of the Company, also approved by written consent, an amendment
of the Articles of Incorporation of the Company to increase the total number of shares of common stock, par value $0.001 per share
(hereinafter, our “Common Stock”), that the Company shall have authority to issue from 250,000,000 shares to 500,000,000
shares. Under the laws of the State of Delaware and our bylaws, stockholder action may be taken by written consent without a meeting
of the stockholders. The written consent of our board of directors and the written consent of the stockholders holding a majority
of the voting power of the Company are sufficient to approve the amendment described above (the “Amendment”). Therefore,
no proxies or consents were or are being solicited in connection with the Amendment. After the expiration of the twenty (20) day
period required under Rule 14c-2 promulgated under the Exchange Act, and in accordance with the laws of the State of Nevada, we
intend to file a Certificate of Amendment to our Articles of Incorporation to effect the Amendment. The proposed Certificate of
Amendment, attached hereto as Appendix A, will become effective when it has been accepted for filing by the Secretary of State
of the State of Nevada. Such filing will occur at least twenty (20) days after the Definitive Information Statement is filed with
the Securities and Exchange Commission (the “SEC”) and first sent or given to our stockholders.
Record
Date.
Our board of directors has fixed the close of business on December 5, 2016 (the “Record Date”), as the record
date for determining our stockholders who are entitled to receive this Information Statement. Only our stockholders of record
as of the Record Date are entitled to notice of the information disclosed in this Information Statement. As of the Record Date,
there were 127,252,298 shares of our Common Stock issued and outstanding. Stockholders as of the Record Date who did not consent
to the Amendment are not entitled to dissenters’ rights or appraisal rights in connection with the Amendment under the laws
of the State of Delaware or under our bylaws.
Expenses.
The cost of preparing and furnishing this Information Statement will be borne by us. We may request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock
held on the Record Date. Stockholders Sharing an Address We will deliver, or cause to be delivered, only one copy of this Information
Statement to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders.
We undertake to promptly deliver, or cause to be promptly delivered, upon written or oral request, a separate copy of this Information
Statement to a stockholder at a shared address to which a single copy of this Information Statement is delivered. A stockholder
can notify us that the stockholder wishes to receive a separate copy of this Information Statement by contacting us at the address
or phone number set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements
and wish to receive only one, such stockholders can notify us at the address or phone number set forth above. Additional Information
Regarding the Amendment.
Overview
The
Amendment will have the effect of increasing the number of shares of Common Stock that the Company is authorized to issue from
250,000,000 shares to 500,000,000 shares.
Purpose
Our
board of directors has determined that it is advisable and in the best interest of the Company to increase the number of authorized
shares of Common Stock of the Company to have available additional authorized but unissued shares in an amount that is adequate
to provide for the needs of the Company. Our board of directors has determined that it is advisable and in the best interest of
the Company to increase the number of authorized shares of our Common Stock in order to ensure that the Company will satisfy its
obligations under the existing convertible notes issued by the Company. We currently have 127,252,298 shares outstanding and 120,322,098
shares reserved for issuance on conversion of various outstanding securities. Most of our outstanding convertible securities have
conversion rates based on formulas that fluctuate based on the market price of our common stock and the required reservations
therefor may increase in the future if the market price for our common stock decreases. The Company would be required to issue
additional shares of our Common Stock upon conversion of such convertible notes and, under certain of those convertible notes,
the Company is required to have in reserve certain quantities of authorized but unissued shares of our Common Stock. Generally,
with respect to the convertible notes issued by the Company, both the quantity of shares of our Common Stock that the Company
would be required to issue upon conversion and the quantity of authorized but unissued shares of our Common Stock that the Company
is required to have in reserve increases if the market price of our Common Stock decreases. The newly authorized shares of Common
Stock would be available for issuance from time to time as determined by our board of directors for any proper purpose, which
may include, without limitation, the issuance of shares in connection with financing or acquisition transactions and other corporate
opportunities.
The
Company, in the ordinary course of business, considers various possible means and strategies to expand its business, which may
include, among other things, possible acquisitions of complementary businesses and other businesses. At the present time, the
Company has not entered into any definitive agreement with any person or entity that entails any contemplated merger, consolidation,
acquisition or similar business transaction, and there are no assurances that the Company will enter into any such transaction.
The increase in the number of authorized shares of Common Stock of the Company as described in this Information Statement is for
the purpose of addressing the obligations under existing convertible notes issued by the Company and for other corporate purposes
generally, as described in the preceding paragraph, rather for any specific contemplated transaction(s).
Certain
Risks Associated with the Increase in Authorized Stock
An
issuance of additional shares of our Common Stock could, under certain circumstances, have the effect of delaying or preventing
a change in control of the Company by increasing the number of outstanding shares that are entitled to vote and by increasing
the number of votes required to approve a change in control. The ability of our board of directors to issue additional shares
of our Common Stock could discourage an attempt by a party to acquire control of the Company. Such issuances could therefore deprive
stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price of
the shares that such an attempt could cause. Moreover, the issuance of additional shares of our Common Stock to persons whose
interests are aligned with that of our board of directors could make it more difficult to remove incumbent officers and directors
from office, even if such change were to be favorable to stockholders generally. Although the Amendment could, under certain circumstances,
have an anti-takeover effect, the Amendment was neither proposed nor approved in response to any effort of which we are aware
to obtain or change control of the Company, nor is it part of a plan by management to recommend a series of similar actions having
an anti-takeover effect.
Interests
of Certain Persons in or Opposition to Matters to be Acted Upon
Except
as disclosed elsewhere in this Information Statement, none of the following persons has any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon:
*
any director or officer of the Company;
*
any proposed nominee for election as a director of the Company; and
*
any associate or affiliate of any of the foregoing persons.
The
stockholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial
Owners and Management.” No director has advised us that he intends to oppose any action described herein.
Security
Ownership of Certain Beneficial Owners
The
tables below set forth certain information, as of the Record Date, regarding the beneficial ownership of each class of our capital
stock by each director and officer of the Company, and all directors and officers of the Company as a group.
Common Stock
Name of Beneficial Owner
Number of Shares
Beneficially Owned
|
|
Amount
of Beneficial
|
|
|
Percent
of
|
|
Name
of Beneficial Owner
|
|
Ownership
(1)
|
|
|
Ownership
|
|
|
|
|
|
|
|
|
Alan
Collier
|
|
|
20,556,123
|
|
|
|
16.15
|
%
|
Michael
Mann
|
|
|
19,585,462
|
|
|
|
15.39
|
%
|
|
|
|
|
|
|
|
|
|
All
officers & directors as a group (2 persons)
|
|
|
40,141,585
|
|
|
|
31.54
|
%
|
(1)
This includes common shares controlled by Mr. Collier
(2)
Based on shares of common stock outstanding as of December 8, 2016
Class
AA Preferred Stock
Name
of Beneficial Owner
Number
of Shares Beneficially Owned
Percentage
of Class
Directors
and Officers
|
|
|
|
|
|
Alan
Collier
|
1000
|
100%
|
|
|
|
All
directors and officers, as a group
|
1000
|
100%
|
Each
share of Series AA Preferred votes with the Common Stock and has 100,000 votes. Accordingly, Mr. Collier has an additional 100,000,000
votes in addition to his 20,556,123 common shares and together has an aggregate of 120,556,123 shares equaling 53% of the voting
power in the Company.
Additional
Information About the Company
We
file annual, quarterly and other reports with the SEC. The Company’s filings with the SEC are available to the public on
the SEC’s website at www.sec.gov and on our corporate website at www.artecglobalmedia.com. You may also read and copy, at
the SEC’s prescribed rates, any document that we file with the SEC at the SEC’s Public Reference Room located at 100
F Street, NE, Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public
Reference Room. You may also request a copy of the Company’s filings with the SEC, at no cost, by writing to us at 6320
Canoga Avenue, 15
th
Floor, Woodland Hills, CA 91367 or by contacting us by phone at (800) 489-4774.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
By
Order of the Board of Directors:
Date:
____, 2016
By:
|
/s/Alan
Collier
|
|
|
Alan
Collier
|
|
|
CEO
|
|