UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FIRST
AMENDED
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
(Amendment
No. 1)
Check
the appropriate box:
[ ]
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d)(2))
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[X]
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Definitive
Information Statement
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REALBIZ
MEDIA GROUP, INC.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required
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[ ]
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and O-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule O-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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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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Realbiz
Media Group, Inc.
201
W Passaic St., Ste. 301
Rochelle
Park, NJ 07662
December
28, 2016
This
Notice and Information Statement replaces the Notice and Information Statement dated November 21, 2016.
NOTICE
OF ACTION BY WRITTEN CONSENT
IN
LIEU OF MEETING OF STOCKHOLDERS
TO
OUR STOCKHOLDERS:
This
Information Statement is furnished by the Board of Directors of RealBiz Media Group, Inc., a Delaware corporation (the “
Company
”),
to holders of record of the Company’s common stock, $0.001 par value per share, at the close of business on December 12,
2016. The purpose of this Information Statement is to inform the Company’s stockholders of certain actions taken by the
written consent of the holders of a majority of the Company’s voting stock, dated as of November 16, 2016, pursuant to Section
14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C, Section 228(e) of the Delaware
General Corporation Law and the Company’s governing documents. This Information Statement provides notice that the Board
of Directors has recommended and approved, and holders of a majority of the voting power of our outstanding stock have approved,
the following item:
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1.
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To
approve an amendment to our Certificate of Incorporation to effect a reverse split of our common stock at a ratio of one-for-two
hundred shares.
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We
have taken this action in order to reorganize our capital structure to be more attractive to potential investors.
The
reverse split will become effective on or about January 20, 2017. The par value of our common stock will remain $0.001 per share
and the number of shares of common stock authorized to be issued will remain at 250,000,000. The reverse split and the amendment
to our Certificate of Incorporation are more fully described in the Information Statement accompanying this Notice.
Under
the rules of the Securities and Exchange Commission, the above action cannot become effective until at least 20 days after the
accompanying Information Statement has been distributed to the stockholders of the Company.
This
is not a notice of a special meeting of stockholders and no stockholder meeting will be held to consider any matter that will
be described herein.
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By
Order of the Board of Directors
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/s/
Alex Aliksanyan
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Alex
Aliksanyan
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Chief
Executive Officer
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Dated:
December 28, 2016
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION
STATEMENT
INFORMATION
STATEMENT PURSUANT TO SECTION 14C OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR VOTING STOCK. WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT
TO THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT.
INTRODUCTION
This
Information Statement is being mailed or otherwise furnished to the holders of common stock, $0.001 par value per share (the “
Common
Stock
”) of Realbiz Media Group, Inc., a Delaware corporation (the “
Company
”) by the Board of Directors
to notify them about certain actions that the holders of a majority of the Company’s outstanding voting stock (the “
Majority
Stockholders
”) have taken by written consent, in lieu of a special meeting of the stockholders. The action was taken
on November 16, 2016.
Copies
of this Information Statement are first being sent on or before December 30, 2016 to the holders of record on December 12, 2016
of the outstanding shares of the Company’s Common Stock.
General
Information
Stockholders
of the Company owning a majority of the Company’s outstanding voting stock have approved the following action (the “
Action
”)
by written consent dated November 16, 2016, in lieu of a special meeting of the stockholders:
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1.
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To
approve an amendment to our Certificate of Incorporation (the “
Reverse Split Amendment
”) to effect a reverse
split of our common stock at a ratio of one-for-two hundred shares (the “
Reverse Split
”).
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We
have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners
of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
Dissenters’
Right of Appraisal
In
connection with the approval of the Reverse Split, the Company’s stockholders will not have a right to dissent and obtain
payment for their shares under the Delaware General Corporation Law (the “
DGCL
”), the Company’s Certificate
of Incorporation or the Company’s Bylaws.
Vote
Required
The
vote which was required to approve the above Action was the affirmative vote of the holders of a majority of the Company’s
voting stock. Each holder of Common Stock is entitled to one (1) vote for each share of Common Stock held.
We
have 125,000,000 authorized shares of preferred stock (the “
Preferred Stock
”), 1,000,000 of which have been
designated as Series C Convertible Preferred Stock (the “
Series C Preferred Stock
”), 60,000 of which are issued
and outstanding as of the date hereof. Each share of Series C Preferred Stock is convertible into that number of shares of common
stock as is determined by dividing (A) the stated value ($5) by (B) the conversion price then in effect ($0.05) for a total of
6,000,000 conversion shares and a total of 600,000,000 votes.
The
record date for purposes of determining the number of outstanding shares of voting stock of the Company, and for determining stockholders
entitled to vote, was the close of business on December 12, 2016 (the “
Record Date
”). As of the Record Date,
we had outstanding 156,721,443 shares of Common Stock and 60,000 shares of Preferred Stock, resulting in total votes by all voting
securities of 756,721,443. Holders of the Common Stock and Preferred Stock have no preemptive rights. All outstanding shares are
fully paid and nonassessable.
Transfer
Agent
The
transfer agent for our Common Stock is American Stock Transfer & Trust Company, LLC, 6201 15
th
Avenue, Brooklyn,
NY 11219.
Vote
Obtained - Delaware General Corporation Law
The
DGCL provides that the written consent of the holders of the outstanding shares of voting 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, may be substituted for such a meeting.
In
order to eliminate the costs and management time involved in soliciting and obtaining proxies to approve the Action and in order
to effectuate the Action as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board
of Directors of the Company voted to utilize, and did in fact obtain, the written consent of the holders of a majority of the
voting power of the Company. The consenting stockholders own in the aggregate approximately 51% of the outstanding voting stock.
Pursuant
to Section 228(e) of the DGCL, we are required to provide prompt notice of the taking of the corporate action without a meeting
to the stockholders of record who have not consented in writing to such action. This Information Statement is intended to provide
such notice.
ACTION
ONE
AMENDMENT
TO THE COMPANY’S
ARTICLES
OF INCORPORATION
TO
EFFECT A REVERSE STOCK SPLIT
General
Our
Board of Directors has adopted a resolution authorizing the Reverse Split Amendment and the Reverse Split. Stockholders holding
a majority of the voting rights related to our outstanding shares of our common stock and Series C Preferred Stock, representing
51.44% of the shares to be voted, have also approved the Reverse Split by written consent. The par value of our common stock will
remain $0.001 per share and the number of shares of common stock authorized to be issued will remain at 250,000,000.
Reasons
for the Reverse Split
Our
Board of Directors believes that the Reverse Split is in our best interests, principally because it may increase the bid
price of our common stock and facilitate our ability to attract investment. The current bid price of our common stock on the OTCQB
was $0.006 on December 12, 2016. Our Board of Directors believes that conducting the Reverse Split may increase our ability to
attract investment, as our Board of Directors also believes that we need to seek additional financing to fund our business plan
and that the Reverse Split is a necessary pre-requisite to conducting financings.
Our
Board of Directors also believes that the current price of our common stock impairs an efficient market in our common stock.
This is due to several factors that impact lower priced stocks, including (1) a reluctance among certain institutions and investors
to invest in low priced securities, (2) internal restrictions imposed by many securities firms on the solicitation of orders for
low priced stocks by stockbrokers, (3) the ineligibility of our common stock for margin loans due to its low share price, (4)
a reluctance among analysts to write research reports on low priced stocks due to the preceding factors, and (5) high transaction
costs relative to share price due to the prevailing rule that commissions charged on the purchase and sale of stock, as a percentage
of share price, are higher on lower priced stocks.
There
can be no assurance that if we effect the Reverse Split we will successfully complete a financing.
Our
Board of Directors believes that the Reverse Split will have the effect of increasing the market price per share of our common
stock and, while the Board of Directors believes that the Reverse Split will not immediately alleviate all the above factors,
it does believe that such increase may, over time, alleviate some or all of the factors noted above and lead to a more efficient
market in our common stock. In addition, an increase in the per share price of our common stock may also generate greater investor
interest in our common stock, thereby possibly enhancing the marketability of our common stock to the financial community.
The
immediate effect of the Reverse Split will be to reduce the number of issued and outstanding shares of our common stock from
156,721,443 to approximately 783,608 (based on a one-for-two hundred ratio). In addition to our outstanding shares of common stock,
we have approximately 116,035,000 shares reserved for issuance upon exercise of outstanding and warrants and convertible securities.
Upon completion of the Reverse Split, this number of shares reserved for issuance would be reduced to approximately 580,175. The
par value of our common stock will remain $0.001 per share and the number of shares of common stock authorized to be issued will
remain at 250,000,000. The Reverse Split will not reduce or affect our authorized shares of Preferred Stock.
The
following table sets forth the effects of the Reverse Split on our outstanding and authorized capital:
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Outstanding Common Stock
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Outstanding Preferred Stock
(1)
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Authorized Common Stock
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Authorized Preferred Stock
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Authorized Capital Stock
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Authorized and Unissued Common Stock
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Current
(2)
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156,721,443
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60,000
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250,000,000
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125,000,000
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375,000,000
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93,278,557
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After Split
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783,608
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(3)
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60,000
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250,000,000
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125,000,000
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375,000,000
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249,216,392
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(1)
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Consists
of 60,000 shares of Series C Preferred Stock currently outstanding. There are no outstanding shares of Series A Preferred
Stock or Series B Preferred Stock.
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(2)
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Outstanding
and Authorized and Unissued Common Stock amounts are current as of December 12, 2016.
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(3)
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Approximately.
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In
addition, (i) proportionate adjustments will be made to the per-share exercise price and the number of shares issuable upon the
exercise of all outstanding options and warrants entitling the holders to purchase shares of our common stock, which will result
in approximately the same aggregate price being required to be paid for such options and warrants upon exercise immediately as
would have been required immediately preceding the Reverse Split, and (ii) the number of shares that may be issued upon the exercise
of conversion rights by holders of securities convertible into our common stock will be reduced proportionately based on the Reverse
Split ratio of one for two hundred.
The
Reverse Split will affect all of the holders of our common stock uniformly and will not affect any stockholder’s percentage
ownership interest or proportionate voting power, except for insignificant changes that will result from the rounding up of fractional
shares as discussed below. Our outstanding options and warrants contain provisions that are intended to protect the holders against
dilution of the holders’ percentage interest in the Company and that also effect a reduction in the exercise price of the
option in the event our shares are issued at less than the option exercise price.
The
current number of holders of record of our common stock is approximately 475. Following the Reverse Split, the number of our stockholders
of record will remain approximately 475, as any of our stockholders with less than one share will be rounded up in the exchange
to one share.
Although
the Reverse Split may increase the per share market price of our common stock, an increase in price can neither be assured nor
calculated with certainty. The per share market price of our common stock may not rise in proportion to the reduction in the number
of shares outstanding as a result of the Reverse Split and such per share market price may be less than the proportionate increase
in the number of shares outstanding as a result of the Reverse Split. There can be no assurance that the Reverse Split will lead
to a sustained increase in the per share market price of our common stock or that the factors discussed above that we believe
impair an efficient market in our common stock will be alleviated.
Stockholders
should also be aware that the Reverse Split may result in a decrease in the trading volume of the common stock due to the decrease
in the number of outstanding shares. The per share market price of our common stock may also change as a result of other unrelated
factors, including our business activities performance and other factors related to our business as well as general market conditions.
No
Fractional Shares
No
fractional shares will be issued. Stockholders who would otherwise be entitled to a fractional share as a result of the Reverse
Split will receive one whole share of our common stock in lieu of the fractional share. No stockholders will receive cash in lieu
of fractional shares.
Authorized
Shares
The
Reverse Split would affect all issued and outstanding shares of our common stock and outstanding rights to acquire our common
stock. Upon the effectiveness of the Reverse Split, the number of authorized shares of our common stock that are not issued or
outstanding would increase due to the reduction in the number of shares of our common stock issued and outstanding. As of December
12, 2016, we had 250,000,000 shares of authorized common stock and 156,721,443 shares of common stock issued and outstanding.
We will continue to have 125,000,000 authorized shares of Preferred Stock, of which the Board of Directors has designated 120,000,000
shares as Series A Convertible Preferred Stock, 1,000,000 shares as Series B Convertible Preferred Stock and 1,000,000 shares
as Series C Preferred Stock. As of December 12, 2016, Preferred Stock outstanding consisted of 60,000 shares of Series C Preferred
Stock. Authorized but unissued shares will be available for issuance, and we may issue such shares in the future. If we issue
additional shares, the ownership interest of holders of our common stock will be diluted.
Procedure
for Effecting the Reverse Split
We
intend to file a Certificate of Amendment with the Secretary of State of the State of Delaware to amend our existing Certificate
of Incorporation. However, the Reverse Split will be deemed effective on the date that is the later of (i) 20 days after the commencement
of our mailing or otherwise providing this Information Statement and (ii) receipt of approval of the Reverse Split from FINRA
(the “
Effective Date
”). Beginning on the Effective Date, each certificate representing pre-Reverse Split shares
will be deemed for all corporate purposes to evidence ownership of post-Reverse Split shares. The text of the Certificate of Amendment
is set forth in
Exhibit A
to this Information Statement. The Certificate of Amendment has received the unanimous approval
of our Board of Directors and has also been approved by stockholders holding a majority of the voting rights of our outstanding
shares of common stock and preferred stock. The text of the Certificate of Amendment is subject to modification to include such
changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board of Directors deems
necessary and advisable to effect the Reverse Split.
The
Reverse Split will take place on the Effective Date without any action on the part of the holders of our common stock and
without regard to current certificates representing shares of our common stock being physically surrendered for certificates representing
the number of shares of Common Stock each stockholder is entitled to receive as a result of the Reverse Split. New certificates
for shares of our common stock will not be issued at this time. Stockholders who hold shares in certificated form should not do
anything with their certificates at this time.
Effect
on Registered and Beneficial Stockholders
Upon
a Reverse Split, we intend to treat stockholders holding our common stock in “street name,” through a bank, broker
or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or
other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our common stock in “street
name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing
the Reverse Split. If you hold your shares with a bank, broker or other nominee and if you have any questions in this regard,
we encourage you to contact your nominee.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Potential
Anti-Takeover Effect
The
Reverse Split could adversely affect the ability of third parties to takeover or change the control of the Company by, for example,
permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board
of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company. Although
the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover
effect, the Reverse Split is not in response to any effort of which we are aware to accumulate shares of our common stock or obtain
control of our company, nor is it part of a plan by management to recommend a series of similar amendments to our Board of Directors
and stockholders.
No
Appraisal Rights
Under
Delaware General Corporation Law, stockholders are not entitled to appraisal rights with respect to the Reverse Split, and
we will not independently provide stockholders with any such right.
Accounting
Matters
The
Reverse Split will not affect the par value of our common stock. As a result, as of the effective time of the Reverse Split,
the stated capital attributable to our common stock on our balance sheet will be reduced proportionately based on the Reverse
Split ratio selected by the Board of Directors, and the additional paid-in capital account will be credited with the amount by
which the stated capital is reduced. The per-share net income or loss and net book value of our common stock will be restated
because there will be fewer shares of our common stock outstanding.
Federal
Income Tax Consequences of the Reverse Stock Split
The
following is a summary of certain material United States federal income tax consequences of the Reverse Split, does not purport
to be a complete discussion of all of the possible federal income tax consequences of the Reverse Split and is included for general
information only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not
address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities.
The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject
to change retroactively as well as prospectively. This summary also assumes that the pre-Reverse Split shares were, and the post-Reverse
Split shares will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (i.e.,
generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and
circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect
to the tax consequences of the Reverse Split. As used herein, the term United States holder means a stockholder that is, for federal
income tax purposes: a citizen or resident of the United States; a corporation or other entity taxed as a corporation created
or organized in or under the laws of the United States, any State of the United States or the District of Columbia; an estate
the income of which is subject to federal income tax regardless of its source; or a trust if a U.S. court is able to exercise
primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial
decisions of the trust.
No
gain or loss should be recognized by a stockholder upon such stockholder’s exchange of pre-Reverse Split shares for
post-Reverse Split shares pursuant to the Reverse Split. The aggregate tax basis of the post-Reverse Split shares received in
the Reverse Split will be the same as the stockholder’s aggregate tax basis in the pre-Reverse Split shares exchanged therefor.
The stockholder’s holding period for the post-Reverse Split shares will include the period during which the stockholder
held the pre-Reverse Split shares surrendered in the Reverse Split.
Our
view regarding the tax consequences of the Reverse Split is not binding on the Internal Revenue Service or the courts.
ACCORDINGLY,
EACH STOCKHOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO HIM OR HER
OF THE REVERSE SPLIT.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The
following table sets forth, as of December 12, 2016, certain information with respect to the Company’s equity securities
owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than
5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.
Name
and
Address
(2)
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Common
Stock
Ownership
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Percentage
of Common
Stock
Ownership
(3)
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Series C
Preferred
Stock
Ownership
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Percentage of
Series C
Preferred
Stock
Ownership
(3)
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Percentage
of Total
Voting
Power
(4)
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5% Stockholders:
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Acknew Investments, Inc.
(5)
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11,736,750
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7.5
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%
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-
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-
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1.6
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%
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Brian Swift
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869,679
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*
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25,000
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41.7
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%
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33.2
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%
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Officers and Directors:
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Warren Kettlewell
(6)
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7,014,130
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4.5
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%
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-
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-
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*
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Alex Aliksanyan
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1,000,000
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*
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-
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-
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*
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Thomas Grbelja
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200,000
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*
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-
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-
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*
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Keith White
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200,000
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(7)
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*
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15,000
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25
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%
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19.8
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%
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All Officers and Directors as a Group (6 Persons)
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8,414,130
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5.4
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%
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15,000
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25
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%
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20.9
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%
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*
Less than one percent.
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(1)
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This
tabular information is intended to conform to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 relating to
the determination of beneficial ownership of securities. Unless otherwise indicated, the tabular information gives effect
to the exercise of warrants or options exercisable within 60 days of the date of this table owned in each case by the person
or group whose percentage ownership is set forth opposite the respective percentage and is based on the assumption that no
other person or group exercise their option.
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(2)
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Unless
otherwise indicated, the address of the stockholder is c/o Realbiz Media Group, Inc., 201 W. Passaic Street, Suite 301, Rochelle
Park, NJ 07662.
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(3)
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Based
on 156,721,443 shares of common stock and 60,000 Series C Preferred Stock shares issued and outstanding as of December 12,
2016. We do not have any shares of Series A Preferred Stock or Series B Preferred Stock outstanding.
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(4)
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Percentage
of Total Voting Power is based on 756,721,443 votes and includes voting rights attached to all shares of common stock outstanding
and all shares of Preferred Stock outstanding that can convert to shares of common stock. Holders of our common stock are
entitled to one vote per share, for a total of 156,721,443 votes. Holders of our Series C Preferred Stock shall have the right
to a number of votes for each shares of Series C Preferred equal 100 votes for each share of common stock that would be issuable
upon conversion of such share. Each share of Series C Preferred Stock is convertible into that number of shares of common
stock as is determined by dividing (A) the stated value ($5) by (B) the conversion price then in effect ($0.05) for a total
of 6,000,000 conversion shares and a total of 600,000,000 votes.
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(5)
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The
address is M100-1010 De La Gauchetiere, 5FJ5Q2B (57103B), Montreal H3B5J2, Canada. Harry Hart is the natural person with voting
and investment control over the securities beneficially owned by Acknew Investments, Inc.
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(6)
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The
address is79 Flitton Avenue, Peterborough, ON, K9H 065 Canada. Warren Kettlewell is the natural person with voting and investment
control over the securities held by Cardar Investments Ltd.
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(7)
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Includes
200,000 shares of common stock held by a company controlled by Mr. White.
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The
issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding
securities of any class of the issuer, other than as set forth above.
There
are no current arrangements which will result in a change in control.
INTEREST
OF CERTAIN PERSONS
No
director, executive officer, associate of any director or executive officer or any other person has any substantial interest,
direct or indirect, by security holdings or otherwise, in the Reverse Split Amendment which is not shared by all other holders
of the shares of Common Stock.
OTHER
MATTERS
Expenses
We
will bear all costs related to this Information Statement. We will reimburse brokerage houses and other custodians, nominees,
trustees and fiduciaries representing beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding this
Information Statement to such beneficial owners.
Householding
We
will deliver 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. Furthermore, we undertake to deliver promptly, 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: 201 W. Passaic St., Ste. 301, Rochelle Park, NJ 07662, Attention: Investor Relations, or by calling
(201) 845-7001, ext. 303. 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.
WHERE
YOU CAN FIND MORE INFORMATION
Additional
information about us is contained in our periodic and current reports filed with the U.S. Securities and Exchange Commission (the
“
Commission
”). These reports, their accompanying exhibits and other documents filed with the Commission, may
be inspected without charge at the Public Reference Section of the Commission at 100 F Street, NE, Washington, DC 20549. Copies
of such material may also be obtained from the Commission at prescribed rates. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding public companies that file reports with the Commission.
Copies of these reports may be obtained from the Commission’s EDGAR archives at http://www.sec.gov/index.htm.
By
Order of the Board of Directors
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/s/
Alex Aliksanyan
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Alex
Aliksanyan
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Chief
Executive Officer
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Rochelle
Park, NJ
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Exhibit
A
Reverse
Split Amendment
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION OF
REALBIZ
MEDIA GROUP, INC.
The
corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST
:
That the Board of Directors of Realbiz Media Group, Inc. (the “
Corporation
”),
by Unanimous Written Consent in Lieu of Meeting dated December 12, 2016, approved the following amendments to the Certificate
of Incorporation of the Corporation:
RESOLVED
,
that the Certificate of Incorporation of the Corporation, as previously amended, be amended by changing Article 4, paragraph (A),
so that, as amended, it shall read as follows:
“A.
The total number of shares of all classes of stock that the Corporation shall have authority to issue is 375,000,000 shares, consisting
of 250,000,000 shares of common stock having a par value of $0.001 per share and 125,000,000 shares which may be designated as
preferred stock having a par value of $0.001.
Effective
upon the filing of this Certificate of Amendment, the issued and outstanding shares of common stock of the Corporation shall be
subject to a 1-for-200 reverse stock split. As a result of the reverse stock split, every two hundred (200) shares of common stock
issued and outstanding before the effectiveness of the split shall be exchanged for one (1) share of common stock after the split.
Fractional shares will be rounded up to the next whole share.”
All
other aspects of Article 4 and the Certificate of Incorporation shall remain unchanged.
SECOND
: That
thereafter, the holders of a majority of the shares of the Corporation’s equity interests entitled to vote on such amendment,
voted in favor of the amendment on December 12, 2016 in accordance with Section 228 of the General Corporation Law of the State
of Delaware.
THIRD
: That
the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN
WITNESS WHEREOF
, said Corporation has caused this certificate to be signed on January [●], 2017.
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By:
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Alex
Aliksanyan
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Its:
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Chief
Executive Officer
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