UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Filed by the Registrant
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other than the Registrant ☐
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appropriate box:
☐
Preliminary Information Statement
☐
Confidential, For Use of the Commission Only (As Permitted by Rule
14c-5(d)(2))
☒
Definitive Information Statement
HOTAPP INTERNATIONAL, INC.
|
(Name of Registrant as Specified In Its Charter)
|
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☐ Fee
computed on table below per Exchange Act Rules 14c-5(g)(1) and
0-11.
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HOTAPP INTERNATIONAL,
INC.
4800 Montgomery Lane Suite 210
Bethesda, MD 20814
NOTICE OF ACTION BY WRITTEN CONSENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY HOWEVER
YOU ARE ENTITLED TO SEND A PROXY
Dear
Stockholder:
This
Information Statement is being furnished on or about April 11, 2017
by the Board of Directors (the “
Board
”) of HotApp
International, Inc., a Delaware corporation (the
“Corporation”), to the holders of record of the
Corporation’s issued and outstanding common stock, par value
$0.0001 per share (“
Common Stock
”), as of the
close of business on March 28,
2017 (the “
Record Date
”), pursuant
to Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended (the “
Exchange Act
”). The
Corporation had no other voting capital stock outstanding on the
Record Date.
The
purpose of this Information Statement is to inform holders of
Common Stock that pursuant to Delaware General Corporate Law,
holders of a majority of our outstanding voting stock have approved
the following (“Corporate Actions”):
■
Amend our Articles of Incorporation to increase our authorized
shares of common stock, $0.0001 par value, from 500,000,000 to
1,000,000,000.
The
Corporate Actions will become effective on or about May 1, 2017 or
as soon thereafter as practical, a date that is at least 20 days
from the mailing of this Information Statement to our stockholders.
This Information Statement is first being mailed to
stockholders on or about April 11, 2017.
THIS IS NOT A NOTICE OF A MEETING OF
STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER
THESE MATTERS
.
Dated:
April 11, 2017
By
Order of the Board of Directors:
/s/ Fai
H. Chan
Chief
Executive Officer
HOTAPP INTERNATIONAL, INC.
4800 Montgomery Lane Suite 210
Bethesda, MD 20814
O
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY HOWEVER
YOU ARE ENTITLED TO SEND A PROXY
INTRODUCTION
This
Information Statement is being furnished by HotApp International,
Inc., a Delaware corporation (the “
Company
,”
“
we
,”
“
our
,”
“
us
” or
words of similar import), to our stockholders, as of the close of
business on the record date, March 28, 2017 (”
Record Date
”), regarding
the following corporate actions (“
Corporate
Actions
”):
■
Amend our Articles of Incorporation to increase our authorized
shares of common stock, $0.0001 par value, from 500,000,000 to
1,000,000,000.
The
Corporate Actions were adopted at a meeting of our Board of
Directors March 27, 2017, and the Board of Directors recommended
that the Corporate Actions be presented to our shareholders for
approval.
Pursuant to
Delaware General Corporate Law (“
DGCL
”), on the Record
Date, one of our shareholders owning 5,801,687 shares of our common
stock, or collectively 98.17% of our outstanding voting securities
(“
Majority
Shareholder
”) on the Record Date executed written
consents approving the Corporate Actions. The elimination of the
need for a special meeting of stockholders to approve the Amendment
is made possible by Section 228 of the DGCL which provides that the
written consent of the holders of outstanding shares entitled to
vote at a meeting of stockholders, 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 special
meeting. Pursuant to Section 242 of the DGCL, a majority of the
outstanding shares of voting capital stock entitled to vote thereon
is required in order to amend the Company's Certificate of
Incorporation. In addition, our By-Laws provide that the vote of a
majority of shareholders is required to amend the
By-Laws.
In
order to eliminate the costs and management time involved in
holding a special meeting and in order to effect the Charter
Amendment 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 the written consent of the holders of
a majority in interest of the Voting Capital Stock of the Company.
The Board of Directors recommended approval of the Corporate
Actions to the Majority Shareholder.
Holders
of the Corporation’s Common Stock do not have appraisal or
dissenter’s rights under DGCL in connection with the matters
approved by stockholders in this Information Statement. No
other votes were required or necessary to adopt the Corporate
Actions and none is being solicited hereunder (See the
captions “Vote Required for Approval” and
“Voting Securities” herein).
Pursuant to Section
228 of the DGCL, no advance notice is required to be provided to
the other shareholders, who have not consented in writing to such
action, of the taking of the corporate action without a meeting of
stockholders. However, the Corporate Actions will become effective
on or about May 1, 2017 or as soon thereafter as practical, a date
that is at least 20 days from the mailing of this Information
Statement to our stockholders.
The
Board has fixed the close of business on the Record Date for the
determination of stockholders who are entitled to receive this
Information Statement.
We will
bear the entire cost of furnishing this Information Statement to
any stockholder who requests a hard copy rather than Internet
availability. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this
Information Statement to the beneficial owners of our Common Stock
held of record by them.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR
VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT
DESIGNED TO INFORM YOU OF THE PROPOSALS APPROVED BY WRITTEN CONSENT
OF A MAJORITY OF THE STOCKHOLDERS
.
This
Information Statement is first being sent to shareholders on or
about April 11, 2017.
BACKGROUND OF THE ACTIONS TO BE TAKEN
On
March 27, 2017, the Company entered into a Loan Conversion
Agreement with Singapore eDevelopment Limited (“SeD”),
a Singapore company, pursuant to which SeD agreed to convert
$450,890.00 of debt owed by Company to SeD into 500,988,889 common
shares at a conversion price of $0.0009. On March 27, 2017, SeD and
the Company also entered into a Preferred Stock Cancellation
Agreement, by which SeD agreed to cancel its 13,800,000 shares
Perpetual Preferred Stock issued by the Company.
AMENDMENT TO THE ARTICLES OF INCORPORATION-INCREASE IN AUTHORIZED
SHARES OF COMMON STOCK
The
Board of Directors and Majority Stockholder of the Company have
approved an increase in the number of the Company’s
authorized shares of common stock from 500,000,000 to 1,000,000,000
by means of an amendment to the Company’s Articles of
Incorporation.
The
terms of the additional shares of common stock will be identical to
those of the currently outstanding shares of Common Stock. However,
because the holders of common stock do not have preemptive rights
to purchase or subscribe for any new issuances of common stock, the
authorization and subsequent issuance of additional shares of
common stock will reduce the current stockholders’ percentage
ownership interest in the total outstanding shares of common stock.
This amendment and the creation of additional shares of authorized
common stock will not alter current stockholders’ relative
rights and limitations.
The
increase in the authorized common stock will become effective upon
the filing of the Articles of Amendment with the Secretary of State
of the State of Delaware, which is expected to occur as soon as is
reasonably practicable on or after the twentieth (20th) day
following the mailing of this Information Statement to the
Company's non-voting stockholders.
The Company’s Board of Directors believes
that the amendment to the Company’s share capital will allow
the Company
to issue shares to SeD as a result of the
conversion of debt (as described above), and to issue shares from
time to time as may be required for proper business purposes, such
as raising additional capital for ongoing operations, establishing
strategic relationships with corporate partners, acquiring or
investing in complementary businesses or products, and providing
equity incentives to employees.
In
general, the issuance of any new shares of common stock will cause
immediate dilution to the Company’s existing stockholders,
may affect the amount of any dividends paid to such stockholders
and may reduce the share of the proceeds of the Company that they
would receive upon liquidation of the Company. Another effect of
increasing the Company’s authorized common stock may be to
enable the Board of Directors to render it more difficult to, or
discourage an attempt to, obtain control of the Company by means of
a merger, tender offer, proxy contest or otherwise, and thereby
protect the continuity of present management. The Board of
Directors would, unless prohibited by applicable law, have
additional shares of common stock available to effect transactions
(such as private placements) in which the number of the Company's
outstanding shares would be increased and would thereby dilute the
interest of any party attempting to gain control of the Company,
even if such party is offering a significant premium over the
current market price of the common stock. Such an issuance of
shares of common stock would increase the number of outstanding
shares, thereby possibly diluting the interest of a party
attempting to obtain control of the Company. The Board of Directors
is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this resolution was not presented with
the intent that the increase in the Company's authorized common
stock be utilized as an anti-takeover measure.
VOTE REQUIRED FOR APPROVAL
The
affirmative vote of the holders of a majority of the outstanding
shares of the common stock is required for the approval of the
Corporate Actions. On the Record Date, the Corporate Actions was
approved by the holders of approximately 98% of the outstanding
shares of our voting stock.
VOTING SECURITIES
The
voting securities of the Company as of the Record Date consist of
its Common Stock, of which 5,909,687 were issued and outstanding.
All outstanding Common Stock are entitled to one vote on each
matter submitted for voting by the shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As
of Record Date, there were a total of 5,909,687 shares of Common
Stock outstanding. the following table describes the beneficial
ownership of our voting securities by: (i) each of our officers and
directors; (ii) all of our officers and directors as a group; and
(iii) each shareholder known to us to own beneficially more than 5%
of our common stock. Unless otherwise stated, the address of each
individual is our address, 4800 Montgomery Lane, Suite 210,
Bethesda, MD 20814. All ownership is direct, unless otherwise
stated.
Name and Address of Beneficial Owner(1)
|
|
Amount and Nature of
Beneficial Ownership(1)
|
|
|
|
|
|
Greater than 5% Holders
|
|
|
|
|
|
|
|
Singapore
eDevelopment Limited (2)
10
Winstedt Road #02-02
Singapore
227977
|
Common
|
5,801,687
|
98.17
%
|
|
|
|
Officer and Directors
|
|
|
|
|
|
|
Fai
H. Chan (2)
|
Common
|
5,801,687
|
98.17
%
|
All
officers and directors (4 persons)
|
Common
|
5,801,687
|
98.17
%
|
(1). “Beneficial ownership" means having or sharing,
directly or indirectly (i) voting power, which includes the power
to vote or to direct the voting, or (ii) investment power, which
includes the power to dispose or to direct the disposition, of
shares of the common stock of an issuer. The definition of
beneficial ownership includes shares underlying options or warrants
to purchase common stock, or other securities
convertible into common
stock, that currently are exercisable or
convertible or that will become exercisable or convertible within
60 days. Unless otherwise indicated, the beneficial owner has sole
voting and investment power.
(2). Fai H. Chan, our director, is the Chief Executive Officer of
the entity.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY. THIS INFORMATION STATEMENT IS FOR INFORMATIONAL
PURPOSES ONLY.
No Dissenters’ Right of Appraisal
Neither
DGCL law nor our Articles of Incorporation provides our
shareholders with dissenters’ rights in connection with the
amendment to our Articles. This means that no shareholder is
entitled to receive any cash or other payment as a result of, or in
connection with the amendment to our Articles of Incorporation,
even if a shareholder has not been given an opportunity to
vote.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. You can identify our 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.
ADDITIONAL INFORMATION
The
Company will provide upon request and without charge to each
shareholder receiving this Information Statement a copy of the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 2015, including the financial statements and financial
statement schedule information included therein, as filed 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, DC 20549. Copies of such material
can be obtained upon written request addressed to the Commission,
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.