UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14A-6(e)(2))
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Definitive Information Statement
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HPIL HOLDING
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
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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 0-11 (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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Fee paid previously with preliminary materials.
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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
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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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HPIL HOLDING
3738 Coach Cove
Sanford, MI 48657
NOTICE OF ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the holders of more than a
majority of the voting power of the shareholders of HPIL Holding, a Nevada
corporation (the “Company” “we,” “us,” or “our”), have approved the following
action without a meeting of shareholders in accordance with Section 78.320 of
the Nevada Revised Statutes:
The approval of an amendment to our articles of incorporation
to increase our authorized shares of capital stock from 400,000,000 shares to
10,703,000,000 shares, which shall consist to increase our authorized shares of
common stock from 400,000,000 to 10,699,999,990, and to increase our authorized
shares of preferred stock from 0 to 3,000,010. The action will become effective
on or about the 20
th
day after the
definitive information statement is mailed to our shareholders.
Shareholders of record at the close of business on March 28,
2017 (the “Record Date”), are entitled to receive a copy of this information
statement.
The
enclosed information statement contains information pertaining to the matters
acted upon.
WE ARE NOT ASKING YOU FOR A
PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
By Order of the Board of Directors of
HPIL Holding
April 20, 2017
/s/
Nitin Amersey
By: Nitin
Amersey
Its: Director,
Chief Financial Officer (principal financial officer and principal accounting officer),
Corporate Secretary and Treasurer
HPIL HOLDING
3738 Coach Cove
Sanford, MI
48657
____________________
INFORMATION
STATEMENT
PURSUANT TO
SECTION 14 OF THE
SECURITIES AND
EXCHANGE ACT OF 1934 AND
REGULATION 14C
AND SCHEDULE 14C THEREUNDER
____________________
WE ARE NOT
ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY.
____________________
This information statement is being furnished in connection
with the action by written consent of shareholders taken without a meeting of a
proposal to approve the actions described in this information statement. We are
mailing this information statement to our shareholders of record on March 28,
2017 (the “Record Date”).
What action was taken by written consent?
We obtained shareholders consent for the approval of an
amendment to our articles of incorporation to increase our authorized shares capital
stock from 400,000,000 shares to 10,703,000,000 shares as follows:
(1) an increase to the Company’s authorized
shares of common stock, par value $0.0001 (“Common Stock”), from 400,000,000
shares to 10,699,999,990 shares; and
(2) an increase to the Company’s authorized
shares of preferred stock, par value $0.0001, from 0 shares to 3,000,010 shares
and designation of a Series A class of preferred stock with 10 authorized
shares, and a Series B class of preferred stock with 3,000,000 authorized
shares.
How many shares of voting stock were outstanding on the
Record Date?
On the Record Date, the date we received the consent of the
holders of a majority of the voting power of our shareholders, there were 50,969,150
shares of Common Stock issued and outstanding and no shares of Preferred Stock.
What vote was obtained to approve the amendment to the
articles of incorporation described in this information statement?
We obtained the approval of the holders of 43,231,600 shares
of Common Stock, or approximately 84.82% of the voting power of our
shareholders and 84.82% of the voting power eligible to vote on the amendment
to our articles of incorporation.
Why am I not being asked to vote?
The shareholder of a majority of the shares of voting stock
issued and outstanding of the Company have already ratified, approved or
adopted the Corporate Action pursuant to written consents in lieu of a special
meeting of stockholders. Such ratification, approval or adoption is sufficient
under Nevada law, and no further approval by the Company’s stockholders is
required to effect the Corporate Action.
What do I need to do now?
Nothing. This Information Statement is purely for your
information and does not require or request you to do anything.
Whom can I call with questions?
If you have any questions about the Corporate Action, please
contact our office Investor Relation Department at +1 (248) 750-1015.
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF CAPITAL STOCK FROM 400,000,000
TO 10,703,000,000
Our board of directors and the holders of a majority of the
voting power of our shareholders have approved an amendment to our articles of
incorporation to increase our authorized shares of Capital Stock from 400,000,000
to 10,703,000,000, including the authorization of 3,000,010 shares of Preferred
Stock. The increase in our authorized shares of Capital Stock will become
effective upon the filing of the amendment to our articles of
incorporation with the Secretary of State of the State of
Nevada. We will file the amendment to our articles of incorporation to
effectuate the increase in our authorized shares of Capital Stock (the “Amendment”)
approximately (but not less than) 20 days after the definitive information
statement is mailed to shareholders.
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.
Outstanding Shares and Purpose of the Amendment
Our articles of incorporation currently authorize us to issue
a maximum of 400,000,000 shares of Capital Stock, consisting solely of Common
Stock, par value $0.0001 per share. As of the Record Date, we had 50,969,150 shares
of Common Stock issued, outstanding and no shares of Preferred Stock authorized,
issued or outstanding.
The board of directors believes that the increase in our
authorized Capital Stock will enhance our ability to finance the development
and operation of our business and will allow for more flexibility regarding additional
equity financings.
Effects of the Increase in Authorized Capital Stock
Potential uses of the additional authorized shares of Capital
Stock may include public or private offerings, conversions of convertible
securities, issuance of stock or stock options to employees, acquisition
transactions and other general corporate purposes. Increasing the authorized
number of shares of the Capital Stock will give the us greater flexibility and
will allow the Company to issue such shares, in most cases, without the expense
or delay of seeking stockholder approval. The Company may issue shares of its Capital
Stock in connection with financing transactions and other corporate purposes
which the Board of Directors believes will be in the best interest of the
Company’s stockholders. The additional shares of Common Stock will have the
same rights as the presently authorized shares, including the right to cast one
(1) vote per share of Common Stock. The additional shares of Series A Preferred
Stock have will carry enhanced voting rights as set forth in the amended
Articles of Incorporation. The additional shares of Series B Preferred Stock
will carry no voting rights, but each share of Series B Preferred Stock is convertible
into fifty (50) shares 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 and Preferred 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
shareholders.
BENEFICIAL OWNERSHIP OF SECURITIES AND SECURITY OWNERSHIP OF
MANAGEMENT
The following table lists, as of the Record Date, the number
of shares of our common stock that are beneficially owned by (i) each person or
entity known to us to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to
beneficial ownership of common stock by our principal shareholders and
management is based upon information furnished by each person using “beneficial
ownership” concepts under the rules of the Securities and Exchange Commission.
Under these rules, a person is deemed to be a beneficial owner of a security if
that person has or shares voting power, which includes the power to vote or
direct the voting of the security, or investment power, which includes the
power to vote or direct the voting of the security. The person is also deemed
to be a beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Under the Securities and Exchange
Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner of
securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
The percentages below are calculated based on 50,969,150
shares of our common stock and issued and outstanding as of the Record Date.
Named Executives, Directors and 5% Shareholders
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Number of Shares of Common Stock Beneficially Owned
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Percent of Class Beneficially Owned
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Louis Bertoli (1)
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43,220,000
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84.80%
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Nitin M. Amersey (2)
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10,600
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*
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John B. Mitchell (4)
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500
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*
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John D. Dunlap, III (5)
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500
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*
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All Directors and Executive Officers as a group (4 people)
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43,231,600
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84.82%
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* Less than 1%
(1)
Mr. Bertoli is our Chairman of the Board and President, Chief
Executive Officer of HPIL Holding;
(2)
Mr. Amersey is a Director and Chief Financial
Officer, Corporate Secretary and Treasurer of HPIL Holding, 5,000 shares owned
directly and 5,600 shares owned indirectly through Amersey Investments LLC.;
(3)
Mr. Mitchell is a Director of HPIL Holding;
(4)
Mr. Dunlap is a Director of HPIL Holding.
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 400,000,000 shares of Common Stock
with a par value of $0.0001, of which 50,969,150 shares are issued and
outstanding as of the Record Date. Each holder of our shares of our Common
Stock is entitled to one (1) vote per share on all matters to be voted upon by
the stockholders, including the election of Directors. The holders of shares of
Common Stock have no preemptive, conversion, subscription or cumulative voting
rights. There is no provision in our Articles of Incorporation or By-laws that
would delay defer or prevent a change in control of our Company.
Preferred Stock
We currently have no shares of preferred stock authorized or issued.
DISSENTER’S RIGHTS
Under the Nevada Revised Statutes, holders of shares of
Common Stock are not entitled to dissenters’ rights with respect to any aspect
of the Amendment, and we will not independently provide holders with any such
right.
INTEREST OF CERTAIN PERSONS IN THE AMENDMENT
No
Director, Executive Officer, nominee for election as a Director, associate of
any Director, Executive Officer or nominee or any other person has any
interest, direct or indirect, by security holdings or otherwise, in the
Corporate Action which is not shared by all other stockholders.
RELIANCE ON INFORMATION
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.
AVAILABLE INFORMATION
We are subject to the information and reporting requirements
of the Exchange Act and in accordance with such Act we file periodic reports,
documents and other information with the Securities and Exchange Commission
relating to our business, financial statements and other matters. Such reports
and other information may be inspected and are available for copying at the
public reference facilities of the Securities and Exchange Commission at 100 F
Street, N.E., Washington D.C. 20549 or may be accessed at www.sec.gov.
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 CORPORATE ACTION THAT HAS BEEN APPROVED AND TO PROVIDE YOU WITH
INFORMATION ABOUT THE CORPORATE ACTION AND OTHER RELEVANT BACKGROUND
INFORMATION.
By order of
the Board of Directors
April 20,
2017
/s/
Nitin
Amersey
Nitin
Amersey
Director, Chief
Financial Officer
Corporate
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: HPIL
Holding
2. The articles have been
amended as follows:
Article IV has been amended and restated as set forth
on
Exhibit 1
attached hereto.
3. The vote by which the
shareholders 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 84.82%
4. Effective
date of filing: _____________
5. Signature:
/s/ Nitin Amersey, Director, Chief Financial Officer
EXHIBIT 1
Article
IV - Capital Stock
The total number
of shares of stock which the Corporation shall have authority to issue is ten billion,
seven hundred three million (
10,703,000,000
) which shall
consist of:
A.
Three Million
Ten (3,000,010) shares of preferred stock, par value $0.0001 per share (the “Preferred
Stock”); and
B.
Ten billion, six
hundred ninety-nine million, nine hundred ninety-nine thousand, nine hundred
ninety (
10,699,999,990
) shares of common stock, par value
$0.0001 per share (the “Common Stock”).
The voting powers, designations, preferences,
privileges and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions of each class or series of
capital stock of the Corporation, shall be as provided in this Article IV.
Unless otherwise indicated, all Section references in this Article IV shall
refer to the corresponding Sections in said Article.
A. “PREFERRED STOCK”.
1.
Designation.
(a)
Series A
Preferred.
A
total of 10 shares of the Corporation’s Preferred Stock shall be authorized as
a series known as Series A Preferred Stock, par value $0.0001 per share (the “Series
A Stock”).
(b)
Series B
Preferred.
A
total of 3,000,000 shares of the Corporation’s Preferred Stock shall be
authorized as a series known as Series B Preferred Stock, par value $0.0001 per
share (the “Series B Stock”).
2.
Voting.
(a)
Series
A Stock.
The
holders of Series A Stock shall be entitled to notice of any stockholders’
meeting in accordance with the Bylaws of the Corporation and shall vote with
holders of Common Stock, voting together as a single class upon all matters
submitted to a vote of stockholders, excluding those matters required to be
submitted to a class or series vote pursuant to the terms hereof or by law.
If at least one (1) share of Series A Stock is
issued and outstanding, then the total aggregate issued shares of Series A
Stock at any given time, regardless of their number, shall have voting rights
equal to four times the total number of shares of Common Stock which are issued
and outstanding at the time of voting.
Each individual share of Series A Stock shall have
the voting rights equal to four (4) times the sum of all shares of Common Stock
issued and outstanding at the time of voting divided by the number of shares of
Series A Stock issued and outstanding at the time of voting, upon any items
submitted to a vote of stockholders, except with respect to matters requiring a
separate series or class vote.
(b)
Series
B Stock.
Series
B Stock shall have no voting rights.
3.
Dividends.
The holders of
shares of Series A Stock and Series B Stock shall be entitled to receive
dividends, out of funds legally available therefor, at such times and in such
amounts as the board of directors may determine in its sole discretion.
4.
Conversion.
The holders of
the shares of Preferred Stock shall have the following conversion rights:
(a)
Series A Stock.
Each individual
share of Series A Preferred Stock shall be convertible into the number of shares
of Common Stock equal to: [all shares of Common Stock issued and outstanding at
time of conversion, plus all shares of Series B Preferred Stocks issued and
outstanding at time of conversion] divided by four (4) and divided again by the
total number of shares of Series A Preferred Stock issued and outstanding at
the time of conversion.
(b)
Series B Stock.
A holder of
shares of Series B Stock shall be entitled at any time, upon written election
to the Corporation, without payment of any additional consideration, to cause
any or all of its shares of Series B Stock to be converted on a fifty (50) for one
(1) basis into Common Stock.
(c)
Method of Conversion.
Upon
the election by a holder of shares of Preferred Stock to effect a conversion,
such holder shall surrender the certificate or certificates representing the
shares of Preferred Stock being converted, duly assigned or endorsed for
transfer to the Corporation (or accompanied by duly executed stock powers
relating thereto), at the principal executive office of the Corporation or the
offices of the transfer agent for the Preferred Stock or such office or offices
in the continental United States of an agent for conversion as may from time to
time be designated by notice to the holders of the Preferred Stock by the
Corporation, or in the event the certificate or certificates are lost, stolen
or missing, shall deliver an Affidavit of Loss with respect to such
certificates. The issuance by the Corporation of shares of Common Stock upon
such a conversion shall be effective as of the surrender of the certificate or
certificates for the shares of Preferred Stock to be converted, duly assigned
or endorsed for transfer to the Corporation (or accompanied by duly executed
stock powers relating thereto), or as of the delivery of an Affidavit of Loss.
(d)
Fractional
Shares.
The
Corporation shall not be obligated to deliver to any holder of shares of
Preferred Stock any fractional share of Common Stock issuable upon any
conversion of such shares (after aggregating all shares of Common Stock into
which shares of Preferred Stock held by each holder could be converted), but in
lieu thereof may make a cash payment in respect thereof in any manner permitted
by law.
(e)
Reservation of
Stock Issuable Upon Conversion.
The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock solely for the purpose of effecting the conversion of the shares of
Preferred Stock such number of its shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of
Preferred Stock; and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the conversion of all
then outstanding shares of Preferred Stock, the Corporation will take such
corporate action as may be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.
(f)
No Closing of
Transfer Books.
The
Corporation shall not close its books against the transfer of shares of
Preferred Stock in any manner which would interfere with the timely conversion
of any shares of Preferred Stock.
(g)
Issuance Tax.
The issuance of
certificates for shares of Common Stock upon conversion of shares of the
applicable series of Preferred Stock will be made without charge to the holders
of such shares for any issuance tax in respect thereof or other costs incurred
by the Corporation in connection with such conversion and the related issuance
of such stock.
5.
Dividends and
Stock Splits.
If
the number of shares of Common Stock outstanding is increased by a stock
dividend payable in shares of Common Stock or by a subdivision or split-up of
shares of Common Stock, then, on the date such payment is made or such change
is effective, the conversion ratio shall be appropriately adjusted so that the
number of shares of Common Stock issuable on conversion of any shares of
Preferred Stock shall be increased in proportion to such increase of
outstanding shares of Common Stock.
B. “Common Stock”.
1.
Designation.
A total of 10,699,999,990
shares of the Corporation’s capital stock shall be designated as common stock,
par value $0.0001 per share.
2.
Voting.
The holder of
each share of Common Stock shall be entitled to one (1) vote for each such
share as determined on the record date for the vote or consent of stockholders
and, for so long as any share of Series A Stock remains outstanding, shall vote
together with the holders of Series A Stock, as a single class, upon any items
submitted to a vote of stockholders, except with respect to matters requiring a
separate series or class vote.
3.
Dividends.
Subject to the
rights of holders of Preferred Stock, the holders of Common Stock shall be
entitled to receive dividends out of funds legally available therefor at such
times and in such amounts as the board of directors may determine in its sole
discretion.
4.
Liquidation.
Upon any
Liquidation Event, after the payment or provision for payment of all debts and
liabilities of the Corporation and all preferential amounts to which the
holders of shares of Preferred Stock are entitled with respect to the
distribution of assets, the holders of shares of Common Stock shall be entitled
to share ratably in the remaining assets of the Corporation available for
distribution.
5.
Fractional
Shares.
The
Corporation may not issue fractional shares of Common Stock or Preferred Stock.
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