(Amendment No. )
[_] 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.
Notice of Written Consent in Lieu of Special Meeting
To Our Shareholders:
The purpose of this Notice is to inform
you that shareholders owning a majority of the outstanding voting shares of the common stock, par value $0.001 per share, of Panther
Biotechnology, Inc., have approved the following actions by written consent in lieu of a special meeting:
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(1)
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an Amendment to our Articles of Incorporation, as amended, to change our corporate name to
“ProBility Media Corp.”;
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The record date for the vote of shareholders
and the determination of shareholders entitled to receive notice on the preceding items was December 2, 2016.
Pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the filing of the Certificate of
Amendment to our Articles of Incorporation, as amended, will not be effected until a date at least 20 days after the
date on which this Information Statement has been mailed to our shareholders. We anticipate that the actions contemplated
herein will be effected on or about the close of business on January 31, 2017.
We have asked or will ask brokers and other
custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of
record by such persons.
WE ARE NOT ASKING FOR YOUR
PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY
. Because the written consent of shareholders satisfies any applicable
shareholder voting requirement of the Nevada Revised Statutes, our Articles of Incorporation, as
amended, and Bylaws, we are not asking for a proxy and you are not requested to send one.
The accompanying Information Statement
is for information purposes. Please read the accompanying Information Statement carefully. The cost of preparing, assembling and
mailing this Information Statement is being borne by us.
By Order of the Board of Directors,
/s/ Evan Levine
Evan Levine
Chief Executive Officer
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This Information Statement Is Being Provided
to You
By the Board of Directors of the Company.
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We Are Not Asking You for a Proxy, and
You Are Requested Not to Send Us a Proxy.
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Information Statement pursuant to Section
14c of the Securities Exchange
Act of 1934 and Rule 14c-1
et seq
and Notice of Actions
Taken by Written Consent of the Shareholders
As used in this Information Statement,
“we”, “us”, “our”, “Company”
and “Panther” refer to Panther
Biotechnology, Inc.
Approximate Date of Mailing: January
11, 2017
INTRODUCTION
In accordance with the provisions of
Section 14(c) of the Securities Exchange Act of 1934 and Rule 14c-1 promulgated thereunder, this Information Statement is
first being furnished on or about January 11, 2017, to the holders of record as of the close of business on December 2, 2016
(the “Record Date”), of shares of common stock, $0.001 par value per share (the “Common Stock”), of
Panther Biotechnology, Inc., a Nevada corporation. This Information Statement is to notify such shareholders that, on
December 2, 2016, we received the approval, via a written consent in lieu of a meeting of shareholders, of the holders of a
majority of our outstanding shares of Common Stock (the “Majority Shareholders”), representing in excess of
54.7% of the outstanding shares of our Common Stock, approving the following:
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(1)
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an Amendment to our Articles of Incorporation, as amended, to change our corporate name to “ProBility Media
Corporation” (the “Name Change”);
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The Name Change had previously been approved
by our Board of Directors on November 28, 2016.
Our Board of Directors knows of no other
matters other than those described in this Information Statement that have been recently approved or considered by the holders
of a majority of the shares of our Common Stock.
A copy of the Certificate of
Amendment to our Articles of Incorporation, as amended, to be filed with the Secretary of State of Nevada is
attached hereto as Exhibit “A”.
This Information Statement is first being mailed or furnished
to our shareholders on or about January 11, 2017. The Name Change will not occur until at least 20 days after such date.
Our Board of Directors has determined that our shareholders
ARE NOT REQUIRED
to return their certificates to have them re-issued by our Transfer Agent.
This Information Statement is being provided to you pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. It contains a description of the Name Change, as well as summary
information regarding the transactions covered by the Information Statement. We encourage you to read the Information Statement
thoroughly. You may also obtain information about us from publicly available documents filed with the Securities and Exchange Commission
(the “SEC”).
General
We will pay all costs associated with the
distribution of this Information Statement, including the costs of printing and mailing. We will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the
beneficial owners of our Common Stock.
We will only deliver one Information Statement
to multiple shareholders sharing an address, unless we have received contrary instruction from one or more of the shareholders.
Upon written or oral request, we will promptly deliver a second copy of this Information Statement and any future annual reports
and information statements to any shareholder to which a single copy of this Information Statement was delivered, or deliver a
single copy of this Information Statement and any future annual reports and information statements to any shareholder or shareholders
sharing an address to which multiple copies are now delivered. You should direct any requests to the following address: Panther
Biotechnology, Inc., Attention: Investor Relations, 1517 San Jacinto Street, Houston, Texas 77002.
Dissenter’s Rights
Neither Nevada law nor our Articles of
Incorporation, as amended, and Bylaws, provide our shareholders with dissenters’ rights in connection with any of the matters
contained in this Information Statement.
DESCRIPTION OF NAME CHANGE
Our Board of Directors and the Majority
Shareholders have approved a corporate name change (the “Name Change”).
On November 28, 2016, the Board
of Directors approved the filing of a Certificate of Amendment to our Articles of Incorporation to change our corporate
name to ProBility Media Corporation in order to better reflect the Company’s business subsequent to its acquisition of Brown
Technical Media Corp. on November 8, 2016. On December 2, 2016, the Majority Shareholders approved the name change.
Reasons for the Corporate Name Change
The principal purpose for changing our
corporate name is to convey more clearly a sense of our new business direction, which is to create, publish and promote eLearning
and related materials to vocational trades.
Vote Required
We have obtained approval to effect the
Name Change through the written consent of the Majority Shareholders. Therefore, a special meeting of our shareholders to approve
the Name Change will not take place for this purpose.
Effect on Shareholders
The change of name will not effect in any
way the validity or transferability of stock certificates outstanding at the time of the name change, our capital structure or
the quotation of our Common Stock on the OTC Pink Market. Following implementation of the Name Change, shareholders may continue
to hold their existing certificates or receive new certificates reflecting the Name Change by delivering their existing certificates
to the Company’s transfer agent. Shareholders should not destroy any stock certificates and should not deliver any stock
certificates to the transfer agent until after the effectiveness of the Name Change.
No Appraisal Rights
Our shareholders do not have any “appraisal”
or “dissenters” rights in connection with the approval or implementation of the Name Change.
THE AMENDMENT HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS
OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT AND ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE NOTE THAT THIS IS NEITHER A REQUEST
FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE CHANGES THAT WILL OCCUR
WHEN THE AMENDMENT IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT.
SUMMARY
On November 28, 2016, our Board of Directors
voted to approve and recommend the Name Change described above and, on December 2, 2016, the Majority Shareholders, holding approximately
54.7% of the then-outstanding shares of our Common Stock, and acting by written consent in lieu of a special meeting, approved
and adopted the Name Change. This action by written consent eliminated the need for a special shareholder meeting to approve these
matters. This also reduces the costs and management time involved in holding a special meeting and allows us to effect the filing
of the Certificate of Amendment to our Articles of Incorporation as quickly as possible.
The Certificate of Amendment to our
Articles of Incorporation relating to the Name Change will be filed on or about January 31, 2017, with the Secretary of
State of the State of Nevada, which is not less than 20 days from the date of mailing of this Information Statement.
Notwithstanding the foregoing, we must
first notify FINRA of the intended Name Change by filing the Issuer Company Related Action Notification Form no later than ten
(10) days prior to the anticipated record date of such action. Our failure to provide such notice may constitute fraud under Section
10 of the Exchange Act. In connection with the Name Change, we will request a new ticker symbol, but such request will not be processed
until sixty (60) days after FINRA has announced the Name Change to the market.
OUTSTANDING VOTING SECURITIES AND VOTING
RIGHTS
As of the Record Date, 41,604,887 shares of
our Common Stock were issued and outstanding. No shares of preferred stock have been issued or are outstanding. Each share of Common
Stock entitles the holder thereof to one vote on each matter that may come before a meeting of our shareholders. Our Common Stock
is quoted on the OTC Pink Market, under the symbol “PBYA”.
On November 28, 2016, our Board or Directors
approved the Name Change. Four shareholders holding an aggregate of 22,745,422 shares of Common Stock, or 54.7% of the issued
and outstanding shares of Common Stock as of the Record Date, approved the Name Change on December 2, 2016. Those shareholders
included Steven M. Plumb, our Chief Financial Officer and director (10,041,854 shares (24.14%)); Evan Levine, our Chief Executive
Officer and director (5,528,046 shares (13.29%)); Noah Davis, our director (3,912,504 shares (9.40%)); and Hillary Davis, Mr.
Davis’s wife (3,263,018 shares (7.84%)).
If the proposal had not been adopted by
the Majority Shareholders by written consent in lieu of a meeting, it would have been necessary for the proposal to have been considered
by our shareholders at a special or annual shareholders’ meeting convened for at least the purpose of approving such proposal.
Approval of the Name Change by the written
consent without a meeting of shareholders of the holders of outstanding shares of voting stock having not less than the minimum
number of votes that would be needed to authorize or take the action at a meeting at which all shares entitled to vote were present
is authorized by the Nevada Revised Statutes. The Nevada Revised Statutes provide that a majority of the outstanding shares of
voting capital stock entitled to vote on the matter is required in order to amend our Articles of Incorporation. In order to eliminate
the costs and management time involved in holding a special meeting, and in order to effectuate the amendment as early as possible
in order to accomplish the purposes of the Company, the Board of Directors of the Company decided to utilize the written consent
of the Majority Shareholders of the Company.
On December 2, 2016, the
Majority Shareholders, by written consent in lieu of a meeting, approved the filing of a Certificate of Amendment to our
Articles of Incorporation. No further consents, votes or proxies are or were necessary to effect the approval of the the
filing of a Certificate of Amendment to our Articles of Incorporation.
Under the Nevada Revised Statutes,
dissenting shareholders are not entitled to appraisal rights with respect to the Certificate of Amendment covering the Name
Change, and we will not independently provide shareholders with any such right.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the
Record Date, information regarding beneficial ownership of our capital stock by (i) each person, or group of affiliated persons,
known by us to be the beneficial owner of more than five percent of any class of our voting securities; (ii) each of our directors;
(iii) each of the named executive officers; and (iv) all directors and executive officers as a group. Beneficial ownership is determined
in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number
of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants
held by that person are deemed to be outstanding if the warrants are exercisable within 60 days of the Record Date.
All percentages in the following table are based on a total of 41,604,887 shares of common stock outstanding on the
Record Date. Except as indicated in the footnotes below, we believe, based on information furnished to us, that the persons and
entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially
owned by them. Unless otherwise indicated, the address for each of the shareholders in the table below is c/o Panther Biotechnology,
Inc., 1517 San Jacinto Street, Houston, Texas 77002.
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Title of Class
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Name and Address of Beneficial Owner (6)
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Amount and Nature of
Beneficial Ownership
(1)
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Percentage of
Common Stock
(2)
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DIRECTORS AND EXECUTIVE OFFICERS
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Common Stock
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Evan M. Levine
Chief Executive Officer and Director
(3)
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6,600,000 Shares
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15.86%
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Noah I. Davis
President, Chief Operating Officer
and Director (4)
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7,175,522 Shares
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17.25%
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Steven M. Plumb
Chief Financial Officer and Director
(5)
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11,649,785 Shares
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28.00%
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Richard Corbin, Director and Vice Chairman of the Board (6)
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2,052,112 Shares
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4.93%
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Total, all officers and directors as a group (four persons)
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27,477,419 Shares
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66.04%
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Notes:
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(1)
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Under Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power,
which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to
dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to
be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the
number of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person)
by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table
does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common
stock actually outstanding on December 2, 2016.
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(2)
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Based on 41,604,887 shares of our common stock issued and outstanding as of
December 2, 2016.
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(3)
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Mr. Levine beneficially owns 5,600,001 shares directly, and the following shares indirectly: 999,999 held in the names of his minor children, which shares he is deemed to beneficially own.
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(4)
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Mr. Davis beneficially owns 3,912,504 shares directly, and the following shares indirectly:
3,263,018 held in the name of his wife, Hillary Davis. The following shares are owned by other family members of Mr. Davis,
and are deemed not to be beneficially owned by Mr. Davis; 1,071,954 shares held in a trust for the benefit of his minor children
of which Mr. Davis is not the trustee; 503,926 held in the name of Robert and Rachel Davis, his parents, 5,039 held in the
name of his brother, Joseph Davis, 50,393 held in the name of his brother, Jacob Davis, 5,039 held in the name of Hannah Weissman,
his sister; 37,518 in the name of his sister, Courtney Rosenthal, 37,518 shares in the name of Stephanie Deutsch, the sister
of his wife, and 2,894,278 held in the name of the 2009 Noah Davis Family Trust, of which Mr. Davis is not the trustee.
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(5)
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Mr. Plumb owns 9,861,854 shares directly, and the following shares indirectly: 1,607,931 shares held in the names of his minor children which shares he is deemed to beneficially own.
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(6)
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Mr. Corbin beneficially owns 444,236 shares directly, and the following shares indirectly: 548,779 shares held in the name of Corbin Capital, LLC of which Mr. Corbin is managing member, 25,764 shares held in the name of Midland IRA Inc FBO Richard Corbin IRA of which Mr. Corbin is the beneficiary, and 433,333 in the name of Corbin Living Trust, of which Mr. Corbin is the trustee, which shares he is deemed to beneficially own.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements
of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, file reports, proxy statements and other information,
including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”), with the SEC. Reports and other
information filed by us can be inspected and copied at the public reference facilities maintained at the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Copies can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street,
N.E., Washington, D.C. 20549, at prescribed rates. The SEC maintains a web site on the Internet (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through
the Electronic Data Gathering, Analysis and Retrieval System (EDGAR).
NO SOLICITATION OF PROXIES
This Information Statement is furnished
to shareholders pursuant to the requirements of Section 14(c) under the Exchange Act to report action taken by written consent
of the Majority Shareholders. No action is required upon the part of any other shareholder, and no proxy is being solicited. We
are bearing the costs associated with this Information Statement.