INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is first being mailed on or about February 21, 2017 to the holders of record of the outstanding shares
of common stock, $0.0001 par value per share (the “
Common Stock
”), of Ecosciences, Inc., a Nevada corporation
(the “
Company
”), as of the close of business on February 9, 2017(the “
Record Date
”), pursuant
to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”). This
Information Statement relates to a written consent in lieu of a stockholders meeting, dated the Record Date the “
Written
Consent
”), by the holder of 200,000 outstanding shares of Series B Non-Convertible Preferred Stock, representing approximately
80% of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent
(the “
Majority Stockholder
”). Except as otherwise indicated by the context, references in this Information
Statement to “
Company
,” “
we
,” “
us
,” or “
our
” are references
to Ecosciences, Inc. and its wholly-owned subsidiary, Eco-Logical Concepts, Inc., a Delaware corporation.
On
the Record Date, the Board of Directors of the Company (the “
Board
”) and Majority Stockholder approved of the
following corporate action (the “
Corporate Action
”) by Written Consent:
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●
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To
amend the Articles of Incorporation of the Company to increase the authorized amount of Common Stock of the Company from Five
Hundred Million (500,000,000) shares to One Billion, Nine Hundred Fifty Million (1,950,000,000) shares, without changing the
par value (the “
Authorized Capital Increase
”).
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Such
approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding voting capital
and are sufficient under the Nevada Revised Statutes (“
NRS
”) and the Company’s Articles of Incorporation
and Bylaws to approve of the Authorized Capital Increase. Accordingly, the Corporate Action will not be submitted to the other
stockholders of the Company for a vote, and this Information Statement is being furnished to stockholders to provide them with
certain information concerning the Corporate Action in accordance with the requirements of the Exchange Act, and the regulations
promulgated thereunder, including Regulation 14C.
Pursuant
to Rule 14c-2 under the Exchange Act, the Corporate Action will not be implemented until at least twenty (20) calendar days after
the mailing of a Definitive Information Statement to Company stockholders as of the Record Date. We anticipate the effective date
of the Corporate Action to be March 13, 2017.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS
DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE
MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION
14C.
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By Order of the Board of Directors,
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Date:
February 21, 2017
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By:
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/s/
Joel Falitz
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Joel
Falitz
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Chairman
of the Board, Chief Executive Officer, President, Secretary and Treasurer
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ECOSCIENCES,
INC.
420
Jericho Turnpike, Suite 110
Jericho,
NY 11753
(516)
465-3964
www.ecosciences.company
GENERAL
INFORMATION
This
Information Statement is being first mailed on or about February 21, 2017 to the stockholders of the Company by the Board to
provide material information regarding the Corporate Action that has been approved by the Written Consent of the Board and Majority
Stockholder. Only one copy of this Information Statement is being delivered to two or more stockholders who share an address unless
we have received contrary instruction from one or more of such stockholders. We will promptly deliver, upon written or oral request,
a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was
delivered. If you would like to request additional copies of the Information Statement, or if in the future, you would like to
receive multiple copies of information statements or information statements, or annual reports, or, if you are currently receiving
multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct us by writing
to the corporate secretary at the Company’s executive offices at the address specified above.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR AN INFORMATION STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM
YOU OF THE APPROVAL OF THE AUTHORIZED CAPITAL INCREASE BY THE BOARD AND THE MAJORITY STOCKHOLDER.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock
held of record by them.
AUTHORIZATION
BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDER
Under
the NRS and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum
number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted consent to such action in writing. The approval to amend the Company’s Articles of Incorporation
to effectuate the Authorized Capital Increase requires the affirmative vote or written consent of the majority of the issued and
outstanding shares of voting capital stock of the Company.
Each
share of Common Stock entitles the holder to one vote per share. On the Record Date, there were 186,951,500 shares of Common Stock
issued and outstanding. There were also 1,593,630 shares of Series A Preferred Stock (the “
Series A Preferred Stock
”),
200,000 shares of Series B Preferred Stock (“
Series B Preferred Stock
”), 4,700,000 shares of Series C Preferred
Stock (“
Series C Preferred Stock
”) and 710,000 shares of Series D Preferred Stock (“
Series D Preferred
Sto
ck”) issued and outstanding as of the Record Date. The outstanding shares of the Series A Preferred Stock vote on
a share for share basis with our Common Stock on any matter, including but not limited to, the Corporate Action. The outstanding
shares of Series B Preferred Stock vote together with the shares of Common Stock and other voting securities of the Company as
a single class and, regardless of the number of shares of Series B Preferred Stock outstanding and as long as at least one share
of Series B Preferred Stock is outstanding, the outstanding shares of Series B Preferred Stock shall represent eighty percent
(80%) of all votes entitled to be voted at any annual or special meeting of the stockholders of the Company or action by written
consent of the stockholders of the Company. Each outstanding share of the Series B Preferred Stock represents its proportionate
share of the 80% which is allocated to the outstanding shares of Series B Preferred Stock. All of the 200,000 outstanding shares
of Series B Preferred Stock are held by Maverick, LLC (“
Maverick
” or the “
Majority Stockholder
”).
Ester Barrios has voting and dispositive control over the securities owned by Maverick. Each share of Series C Preferred Stock
has the equivalency of twelve (12) shares of Common Stock, and each shares of Series D Preferred Stock has the voting equivalency
of ten (10) shares of Common Stock.
On
the Record Date, our Board of Directors and the Majority Stockholder adopted a resolution approving the Authorized Capital Increase.
Accordingly, the Company has obtained all necessary corporate approvals in connection with the adoption of the Corporate Action.
The Company is not seeking written consent from any other stockholders, and the other stockholders will not be given an opportunity
to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained.
This Information Statement is furnished solely for the purposes of advising stockholders of the action taken by written consent
and giving stockholders notice of such actions taken as required by the Exchange Act.
AMENDMENT
TO ARTICLES OF INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED CAPITAL SOTCK
The
Company’s Articles of Incorporation, as amended (the “
Articles of Incorporation
”), currently authorizes
the maximum number of shares outstanding at any time shall be Five Hundred Million (500,000,000) shares of Common Stock and Fifty
Million (50,000,000) shares of Preferred Stock. On the Record Date, the Board of Directors and Majority Stockholder approved an
amendment to the Articles of Incorporation (the “
Authorized Shares Amendment
”) of the Company to increase the
authorized Common Stock of the Company to One Billion, Nine Hundred Fifty Million (1,950,000,000) shares of Common Stock. There
will be no change to the number of authorized shares of shares of “blank check” Preferred Stock and the $0.0001 per
share par value of the Company’s Common Stock and Preferred Stock will remain unchanged.
The
form of Certificate of Amendment to be filed with the Secretary of State of the State of Nevada is set forth as
Appendix
A
to this Information Statement.
Common
Stock
Pursuant
to our Bylaws, our Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including
the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors
with respect to any series of preferred stock, the holders of our Common Stock possess all voting power. Generally, all matters
to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the
votes entitled to be cast by all shares of our Common Stock that are present in person or represented by proxy, subject to any
voting rights granted to holders of any preferred stock. Except as otherwise provided by law or, by the Articles of Incorporation
of the Corporation, at all meetings of stockholders, the holders of a majority of the outstanding shares of the Corporation entitled
to vote at the meeting shall be present in person or represented by proxy in order to constitute a quorum for the transaction
of business. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate
changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation does not provide
for cumulative voting in the election of directors.
Preferred
Stock
Our
Articles of Incorporation authorizes our board of directors to issue up to 50,000,000 shares of “blank check” preferred
stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred
stock from the shares of all other series and classes. Our board of directors is authorized, without stockholders’ approval,
within any limitations prescribed by law and our Articles of Incorporation, to fix and determine the designations, rights, qualifications,
preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following:
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(a)
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the
rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends
shall accrue;
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(b)
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whether
shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;
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(c)
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the
amount payable upon shares of preferred stock in the event of voluntary or involuntary liquidation;
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(d)
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sinking
fund or other provisions, if any, for the redemption or purchase of shares of preferred stock;
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(e)
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the
terms and conditions on which shares of preferred stock may be converted, if the shares of any series are issued with the
privilege of conversion;
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(f)
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voting
powers, if any, provided that if any of the preferred stock or series thereof shall have voting rights, such preferred stock
or series shall vote only on a share for share basis with our Common Stock on any matter, including but not limited to the
election of directors, for which such preferred stock or series has such rights; and
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(g)
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subject
to the above, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights
and preferences, if any, of shares or such series as our board of directors may, at the time so acting, lawfully fix and determine
under the Nevada Revised Statutes.
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The
following table reflects the number of shares of Preferred Stock designated, issued and outstanding as of the date of the Record
Date.
Series
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Designated
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Issued
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Outstanding
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A
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3,000,000
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2,000,000
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1,593,630
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B
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200,000
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200,000
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200,000
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C
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10,000,000
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4,700,000
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4,700,000
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D
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10,000,000
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710,000
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710,000
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Total:
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23,200,000
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7,610,000
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7,203,630
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Series
A Convertible Preferred Stock
On
May 7, 2014, our Board decided to amend and restate the Company’s Series A Convertible Preferred Stock Certificate of Designation
originally filed with the Secretary of State of the State of Nevada on May 10, 2012; and we filed an Amended and Restated Certificate
of Designation with the Secretary of State of the State of Nevada on May 8, 2014, therein re-designating the class. Under the
Amended and Restated Certificate of Designation, 3,000,000 shares of Preferred Stock have been designated as “Series A Convertible
Preferred Stock” and each share has a stated value of $0.20 per share (the “
Stated Value
). On September 11,
2015, the Company amended the Series A Convertible Preferred Stock and filed an amendment with the Secretary of State of Nevada.
A
summary of the designations, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock, as amended,
are as follows:
Conversion.
From the respective Commencement Date (as defined below), each holder of Series A Convertible Preferred Stock (“
Holder
”)
shall have the right to convert each share of Series A Convertible Preferred Stock into twenty (20) shares of Common Stock. For
shares of Series A Convertible Preferred Stock issued prior to September 11, 2015, the Commencement Date shall be the first anniversary
of the date of issuance. For shares of Series A Convertible Preferred Stock issued on or after September 11, 2015, the Commencement
Date shall be October 1, 2016. Notwithstanding the foregoing, in connection with any conversion hereunder, each Holder of Series
A Convertible Preferred Stock may not convert any part of the Series A Convertible Preferred Stock if such conversion would cause
such Holder or any of its assignees to beneficially own more than 4.99% of the Common Stock of the Company.
Redemption.
The Company may, at the Company’s option, at any time or from time to time from and after the day immediately
following the date the Series A Convertible Preferred Stock is first issued, redeem all or any portion of, on a pro rata basis,
the outstanding shares of Series A Convertible Preferred Stock for $0.40 per share (the “
Redemption Price
”):
Rank.
Generally, the Series A Convertible Preferred Stock shall, with respect to dividend rights, rights on liquidation,
winding up and dissolution, rank senior to (i) all classes of Common Stock of the Company and (ii) any class or series of capital
stock of the Company hereafter created (unless, with the consent of the Holder(s) of Series A Convertible Preferred Stock).
Liquidation
Preference.
Except as otherwise provided by the Nevada Revised Statutes or elsewhere in the Certificate of Designation,
in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the Holders of shares of
the Series A Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Company available
for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to the Stated Value.
Dividends/Stock
Splits.
The Holders of shares of Series A Preferred Stock shall not be entitled to receive any dividends. The number
of shares of Common Stock of the Company issuable pursuant to the conversion of outstanding shares of Series A Convertible Preferred
Stock shall not be adjusted to reflect any forward to reverse stock splits by the Company of its outstanding shares of Common
Stock.
Voting
Rights.
The Holders of the Series A Convertible Preferred Stock shall vote only on a share for share basis with our
Common Stock on any matter, including but not limited to, the election of directors, name changes, increases in the authorized
common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada Revised Statutes
and below.
To
the extent that under the Nevada Revised Statutes the vote of the Holders of the Series A Convertible Preferred Stock, voting
separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or
consent of the Holders of at least a majority of the shares of the Series A Convertible Preferred Stock represented at a duly
held meeting at which a quorum is present or by written consent of a majority of the shares of Series A Convertible Preferred
Stock (except as otherwise may be required under the Nevada Revised Statutes) shall constitute the approval of such action by
the class. To the extent that under the Nevada Revised Statutes Holders of the Series A Convertible Preferred Stock are entitled
to vote on a matter with Holders of Common Stock, voting together as one class, each share of Series A Convertible Preferred Stock
shall be entitled to one (1) vote.
Registration
Rights.
Piggyback registration rights for a self or underwritten offering pursuant to a registration statement (other
than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities
Act is applicable, or a Registration Statement on Form S-4, S-8 or any successor form thereto or another form not available for
registering the Registrable Securities for sale to the public), whether the Company’s own account or for the account of
one or more stockholders of the Company, subject to pro rata reductions and customary market cutbacks.
Series
B Non-Convertible Preferred Stock
On
May 7, 2014, our Board designated 200,000 shares of Preferred Stock as “Series B Non-Convertible Preferred Stock”
and we filed a Certificate of Designation with the Secretary of State of the State of Nevada on May 8, 2014, therein designating
the class. Generally, the outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of
Common Stock and other voting securities of the Company as a single class and, regardless of the number of shares of Series B
Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock
is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders
of the Company or action by written consent of stockholders. Each outstanding share of the Series B Non-Convertible Preferred
Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible
Preferred Stock. The Series B Preferred Stock have no redemption or dividend rights.
Series
C Convertible Preferred Stock
On
April 20, 2015, the Company filed a Certificate of Designation with the Nevada Secretary of State pursuant to which the Company
established a new series of Preferred Stock, designated as the Series C Convertible Preferred Stock (the “
Series C Preferred
Stock
”), consisting of ten million (10,000,000) shares of Preferred Stock, par value $0.0001 per share and having the
rights, preferences, powers, restrictions and limitations as set forth in the Certificate of Designation. On June 4, 2015, the
Company filed a Certificate of Amendment to its Certificate of Designation for the Company’s Series C Preferred Stock. A
summary of the designations, preferences, limitations, restrictions and relative rights of the Series C Preferred Stock are as
follows:
Conversion.
Each holder of Series C Preferred Stock shall have the right, at such Holder’s option, at any time or from time
to time from and after the first year anniversary of the date the Series C Preferred Stock is issued to such Holder, to convert
each share (“
Share
”) of Series C Preferred Stock into twelve (12) fully-paid and non-assessable shares of Common
Stock of the Company; provided, however, in connection with any conversion hereunder, each Holder of Series C Preferred Stock
may not convert any part of the Series C Preferred Stock if such conversion would cause such Holder or any of its assignees to
beneficially own more than 4.99% of the Common Stock of the Company.
Redemption.
The Company may, at the Company’s option, at any time or from time to time from and after the day immediately
following the date the Series C Preferred Stock is first issued, redeem all or any portion of, on a pro rata basis, the outstanding
shares of Series C Preferred Stock for $0.10 per share.
Rank
.
Except as specifically provided below, the Series C Preferred Stock shall, with respect to dividend rights, rights on
liquidation, winding up and dissolution, rank senior to (i) all classes of Common Stock of the Company and (ii) any class or series
of capital stock of the Company hereafter created (unless, with the consent of the Holder(s) of Series C Preferred Stock).
Liquidation
Preference.
Except as otherwise provided by the Nevada Revised Statutes and subject to the Certificate of Designation,
in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the Holders of shares of
the Series C Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Company available for distribution
to its stockholders, whether from capital, surplus or earnings, an amount equal to the Stated Value.
Liquidation
.
Subject to the provisions of the Certificate of Designation, in the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Company, the Holders of shares of the Series C Preferred Stock then outstanding shall be entitled
to be paid, out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or
earnings, an amount equal to the Stated Value per share.
Dividends/Stock
Splits.
If the Company declares or pays a dividend or distribution on the Common Stock, whether such dividend or distribution
is payable in cash, securities or other property, including the purchase or redemption by the Company of shares of Common Stock
for cash, securities or property, but excluding any repurchases of Common Stock held by employees or consultants of the Company
upon termination of their employment or services pursuant to agreements providing for such repurchase, the Company shall simultaneously
declare and pay a dividend on the Series C Preferred Stock on a pro rata basis with the Common Stock determined on an as-converted
basis assuming all outstanding shares of Series C Preferred Stock had been converted pursuant to Section 0 as of immediately prior
to the record date of the applicable dividend (or if no record date is fixed, the date as of which the record holders of Common
Stock entitled to such dividends are to be determined).
The
number of shares of Common Stock of the Company issuable pursuant to the conversion of outstanding shares of Series C Preferred
Stock shall not be adjusted to reflect any forward to reverse stock splits by the Company of its outstanding shares of Common
Stock.
Voting
Rights.
To the extent that under the Nevada Revised Statutes, the vote of the Holders of the Series C Preferred Stock,
voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative
vote or consent of the Holders of at least a majority of the shares of the Series C Preferred Stock represented at a duly held
meeting at which a quorum is present or by written consent of a majority of the shares of Series C Preferred Stock (except as
otherwise may be required under the Nevada Revised Statutes) shall constitute the approval of such action by the class. To the
extent that under the Nevada Revised Statutes, Holders of the Series C Preferred Stock are entitled to vote on a matter with Holders
of Common Stock, voting together as one class, each share of Series C Preferred Stock shall be entitled to twelve (12) vote(s).
Series
D Preferred Stock
On
June 4, 2015, the Company filed a Certificate of Designation with the Secretary of State of Nevada thereby designating 10 million
(10,000,000) shares of the Company’s authorized “blank check” Preferred Stock as “Series D Convertible
Preferred Stock” (the “
Series D Preferred Stock
”). A summary of the designations, preferences, limitations,
restrictions and relative rights of the Series D Preferred Stock are as follows:
Conversion.
At the option of the holder, at any time or from time to time from and after the first-year anniversary of the issue
date, into ten (10) shares of Common Stock but only to the extent such conversion would cause the holder to not beneficially own
more than 4.99% of the Company’s Common Stock.
Rank
.
With respect to dividend rights, rights on liquidation, winding up and dissolution, rank senior to (i) all classes of
Common Stock of the Company and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent
of the holders of Series D Preferred Stock).
Splits.
The number of shares of Common Stock issuable upon the conversion the Series D Preferred Stock shall not be adjusted
to reflect any forward to reverse stock splits by the Company of its outstanding shares of Common Stock.
Voting
Rights.
Generally, vote with the Common Stock as a single class and each share of Series D Preferred Stock shall have
the voting equivalency of ten (10) shares of Common Stock.
Registration
Rights
.
Piggyback registration rights for a self or underwritten offering pursuant to a registration statement (other
than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities
Act is applicable, or a Registration Statement on Form S-4, S-8 or any successor form thereto or another form not available for
registering the Registrable Securities for sale to the public), whether the Company’s own account or for the account of
one or more stockholders of the Company, subject to pro rata reductions and customary market cutbacks.
Reasons
for the Corporate Action
The
Board has decided to increase the Company’s authorized Common Stock for the following reasons:
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1.
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As
disclosed in the Company’s Quarterly Report for the fiscal quarter ended October 30, 2016 filed with the Securities
and Exchange Commission on February 3, 2017, on January 31, 2017, the Company entered into a Securities Purchase Agreement,
dated January 31, 2017 (the “
Stock Purchase Agreement
”), with Crown Bridge Partners, LLC, a New York limited
liability agreement (“
Crown Bridge
” or the “
Holder
”), pursuant to which Crown Bridge
purchased a convertible promissory note in the principal sum of $120,000 (the “
Principal Amount
”) from
the Company, bearing interest at the rate of eight percent (8%) per annum (the “
Note
”). The consideration
to the Company for the Note is up to $102,000 (the “
Consideration
”). The principal sum under the Note shall
be prorated upon the consideration actually paid by Crown Bridge, the applicable portion of the OID as well as the accrued
interest. The Company is not required to repay any unfunded portion of the Note. The maturity date for each tranche of the
Principal Amount funded is twelve (12) months from the effective date of each payment (each, a “
Maturity Date
”).
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Crown
Bridge has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid
interest of the Note into shares of Common Stock of the Company at the Conversion Price (as defined therein), provided, however,
that in no event shall Crown Bridge be entitled to convert any portion of the Note would result in the beneficial ownership by
Crown Bridge and its affiliates of more than 4.99% of the outstanding shares of Common Stock; provided, further, however, that
the limitations on conversion may be waived by Crown Bridge.
Pursuant
to the terms of the Note, the Company is required, at all times during the period that the Note is convertible, to reserve from
its authorized and unissued Common Stock, eight (8) times the number of shares that is actually issuable upon the full conversion
of the Note (based on the then Conversion Price in effect from time to time) and to irrevocably instruct the Company’s transfer
agent to issue certificates for the Common Stock issuable upon the conversion of the Note. Therefore, we are required to increase
the authorized Common Stock to have a sufficient amount of Common Stock reserved for issuance under the Note.
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2.
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To
have available additional authorized but unissued shares of Common Stock in an amount adequate to provide for the Company’s
future needs. The unissued shares of Common Stock will be available for issuance from time to time as may be deemed advisable
or required for various purposes, including the issuance of shares in connection with future financings and/or acquisition
transactions. The Company is not currently a party to any definitive financing or acquisition agreements.
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Effect
of Authorized Capital Increase
The
additional shares of Common Stock will have the same rights as the presently authorized shares, including the right to cast one
vote per share of Common Stock. Although the authorization of additional shares will not, in itself, have any effect on the rights
of any holder of our Common Stock, the future issuance of additional shares of Common Stock (other than by way of a stock split
or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and
book value per share of existing stockholders.
At
present, the Board has no plans to issue the additional shares of Common Stock authorized by the Amendment. However, it is possible
that some of these additional shares could be used in the future for various other purposes without further stockholder approval,
except as such approval may be required in particular cases by our charter documents, applicable law or the rules of any stock
exchange or other quotation system on which our securities may then be listed. These purposes may include: raising capital, providing
equity incentives to employees, officers or directors, establishing strategic relationships with other companies, and expanding
our business or product lines through the acquisition of other businesses or products.
Effective
Date
Under
Rule 14c-2, promulgated pursuant to the Exchange Act, the Authorized Shares Amendment shall be effective twenty (20) days after
this Information Statement is mailed to stockholders of the Company. We anticipate the effective date to be on or about March
13, 2017.
Interests
of Certain Persons in the Action
Certain
of the Company’s officers and directors have an interest in the Corporate Action as a result of their ownership of shares
of our Common Stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management”
below. However, we do not believe that our officers or directors have interests in the Corporate Action that are different from
or greater than those of any other of our stockholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our Common
Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable
within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants
and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding
for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable,
the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common
Stock indicated as beneficially owned by them.
The
following table sets forth information with respect to the beneficial ownership of our Common Stock as of the Record Date, by
(i) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding voting capital stock, (ii) each
of our directors and executive officers, and (iii) all of our directors and executive officers as a group. To the best of our
knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect
to the shares of our capital stock beneficially owned by such person, except to the extent such power may be shared with a spouse.
To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our
knowledge, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents, the
operation of which may at a subsequent date result in a change in control of the Company.
Unless
otherwise indicated in the following table, the address for each person named in the table is c/o Ecosciences, Inc., 420 Jericho
Turnpike, Suite 110, Jericho, NY 17753.
Stockholder
|
|
Common Stock
(%) (1)
|
|
|
Series A
Preferred Stock
(%) (2)
|
|
|
Series B
Preferred Stock
(%) (3)
|
|
|
Series C
Preferred Stock
(%) (4)
|
|
|
Series D
Preferred Stock
(%) (5)
|
|
Joel Falitz
—CEO, Pres., Chairman
|
|
|
46,201,501 (24.71%)
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,700,000 (100%)
|
|
|
|
100,000 (14.08%)
|
|
Dan Cohen
—Chief Operating Officer
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
100,000 (14.08%)
|
|
Maverick, LLC
Henville Building
Prince Charles Street
Charlestown (6)
|
|
|
25,000,000 (13.37%)
|
|
|
|
0
|
|
|
|
200,000 (100%)
|
|
|
|
0
|
|
|
|
0
|
|
All Directors and Officers (2 persons)
|
|
|
46,201,501 (24.71%)
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,700,000 (100%)
|
|
|
|
200,000 (28.16%)
|
|
(1)
|
Applicable
percentage ownership is based on 186,951,500 shares of Common Stock outstanding as of the Record Date.
|
(2)
|
Applicable
percentage ownership is based on 1,593,630 shares of Series A Preferred Stock outstanding as of the Record Date. Holders of
the Series A Preferred Stock are entitled to vote on a matter with Holders of Common Stock, voting together as one class,
each share of Series A Preferred Stock shall be entitled to one (1) vote.
|
(3)
|
Applicable
percentage ownership is based on 200,000 shares of Series B Preferred Stock outstanding as of the Record Date. The outstanding
shares of Series B Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the
Company as a single class and, regardless of the number of shares of Series B Preferred Stock outstanding and as long as at
least one of such shares of Series B Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled
to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders.
Each outstanding share of the Series B Preferred Stock shall represent its proportionate share of the 80% which is allocated
to the outstanding shares of Series B Preferred Stock.
|
(4)
|
Applicable
percentage ownership is based on 4,700,00 shares of Series C Preferred Stock outstanding as of the Record Date. Holders of
the Series C Preferred Stock are entitled to vote on a matter with Holders of Common Stock, voting together as one class,
each share of Series C Preferred Stock shall be entitled to twelve (12) votes.
|
(5)
|
Applicable
percentage ownership is based on 710,000 shares of Series D Preferred Stock outstanding as of the Record Date. Holders of
the Series D Preferred Stock are entitled to vote on a matter with Holders of Common Stock, voting together as one class,
each share of Series C Preferred Stock shall be entitled to ten (10) votes.
|
(6)
|
Excludes
31,872,600 shares of Common Stock issuable upon the conversion of 1,593,630 shares of Series A Preferred Stock. Each share
of Series A Preferred Stock is convertible by the holder thereof into twenty (20) shares of Common Stock; provided, however,
each holder of Series A Preferred Stock may not convert any part of the Series A Preferred Stock if such conversion would
cause such holder or any of its assignees to beneficially own more than 4.99% of the Common Stock of the Company.
|
(7)
|
Ester
Barrios is the Managing Member of Maverick, LLC and has voting and dispositive control over these securities.
|
EXPENSE
OF INFORMATION STATEMENT
The
expenses of mailing this Information Statement will be borne by us, including expenses in connection with the preparation and
mailing of this Information Statement and all related materials. It is contemplated that brokerage houses, custodians, nominees,
and fiduciaries will be requested to forward this Information Statement to the beneficial owners of our Common Stock held of record
by such person and that we will reimburse them for their reasonable expenses incurred in connection therewith. Additional copies
of this Information Statement may be obtained at no charge by writing us at Ecosciences, Inc., 420 Jericho Turnpike, Suite 110,
Jericho, NY 17753.
DIVIDEND
POLICY
Dividends,
if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment
of dividends, if any, will be within the discretion of our Board. We intend to retain earnings, if any, for use in its business
operations and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements. You can identify the Company’s forward-looking statements by
the words “expects,” “projects,” “believes,” “anticipates,” “intends,”
“plans,” “predicts,” “estimates” and similar expressions.
The
forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company
cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that
we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events
that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed
or forecast in the forward-looking statements.
You
should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any
person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different
information. You should not assume that the information in this Information Statement is accurate as of any date other than the
date on the front of the document.
DISSENTER’S
RIGHTS OF APPRAISAL
The
stockholders have no dissenter’s rights under the NRS or the Company’s Articles of Incorporation or By-Laws in connection
with the Authorized Capital Increase.
ADDITIONAL
INFORMATION
We
file annual, quarterly and current reports, information statements, and registration statements with the SEC. These filings are
available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document
we file with the SEC without charge at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the
SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference facilities.
|
By Order of the Board of Directors,
|
|
|
|
Dated:
February 21, 2017
|
By:
|
/s/
Joel Falitz
|
|
|
Joel
Falitz
|
|
|
Chairman
of the Board, Chief Executive Officer, President, Secretary and Treasurer
|
Appendix
A
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
|
1.
|
Name
of corporation:
Ecosciences, Inc.
|
|
|
|
|
2.
|
The
articles have been amended as follows: (provide article numbers, if available)
|
Article
3 has been amended to increase the authorized common stock of the Corporation to One Billion Nine Hundred and Fifty Million (1,950,000,000)
shares, par value $0.001 per share. There is no change to the par value of the Common Stock or the authorized number or par value
of the Preferred Stock.
|
3.
|
The
vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 80%
|
|
|
|
|
4.
|
Effective
date and time of filing: March 13, 2017
|
Signature:
(required)
|
|
|
|
/s/
Joel Falitz
|
|
Signature
of Officer
|
|