NMRD Nemaura Medical Inc

VOTING SECURITIES ANDPRINCIPAL HOLDERS THEREOF

 

As of July 10, 2017, there were 205,000,000 shares of Common Stock of the Company issued and outstanding. Each holder of Common Stock is entitled to one vote for each share held by such holder.

 

Stockholders holding in the aggregate 114,619,100 shares of Common Stock, collectively representing 55.91% of the voting power of our Common Stock outstanding on such date, approved the filing of the Certificate of Amendment.

 

 

 

 

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information as of July 10, 2017 regarding the beneficial ownership of our Common Stock, by (i) each person or entity who, to our knowledge, owns more than 5% of our Common Stock; (ii) our executive officers; (iii) each director; and (iv) all of our executive officers and directors as a group.

 

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power.  Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.  Shares of Common Stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of July 10, 2017, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder..

 

Each person's address is c/o NEMAURA MEDICAL, INC., Advanced Technology Innovation Centre, 5 Oakwood Drive, Loughborough, Leicestershire, United Kingdom LE11 3QF.

 

* Holds less than 1%

(1) Based upon 205,000,000 shares of our Common Stock outstanding.

 

 

 

 

NOTICE TO STOCKHOLDERS OF ACTION
APPROVED BY CONSENTING STOCKHOLDERS

 

The following actions have been approved by the written consent of the holders of shares of Common Stock, which together represents a majority of the voting power of the Company:

 

FILING A CERTIFICATE OF AMENDMENT AUTHORIZING 30,000,000 SHARES OF

“BLANK CHECK” PREFERRED STOCK

 

Purpose of the Amendment to Authorize Blank Check Preferred Stock.

 

Currently the Company’s Articles do not designate preferred stock.  By amending the Articles of Incorporation to authorize “blank check” preferred stock, the Board can designate different series of preferred stock to issue to investors when the Company is seeking to raise capital. In addition, the Board can issue, under certain circumstances, a new series of preferred stock as a method of discouraging, delaying or preventing a change in control of the Company, which could be unfavorable to our stockholders. 

 

The Board of Directors is not currently aware of any attempt to take over or acquire the Company. While it may be deemed to have potential anti-takeover effects, the Certificate of Amendment is not prompted by any specific effort or takeover threat currently perceived by management.

 

Effect of the Certificate of Amendment to Authorize Blank Check Preferred Stock

 

The Amendment to authorize blank check preferred stock will not have any immediate effect on the rights of existing stockholders. However, when the amendment is effective, the Board will have the authority in its absolute and sole discretion to designate series of preferred stock without requiring future stockholder approval of such designation, except as may be required by the Company’s Articles of Incorporation or applicable law or the rules of any stock exchange on which the Company’s Common Stock is or may be listed. To the extent that an additional series of preferred stock is designated that is convertible into shares of common stock in the future, such issuance may decrease the existing stockholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the existing stockholders.

 

Shares of authorized and unissued preferred stock could, within the limits imposed by applicable law, be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of additional convertible preferred stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company.

 

Vote Required

 

Pursuant to NRS 78.385 and NRS 78.390, the affirmative vote of the holders of a majority of the Company’s outstanding voting stock is sufficient to take the actions described above, which vote was obtained by written consent of the holders of the issued and outstanding shares of Common Stock having in the aggregate 55.91 % of the voting power of the Company. As a result, the corporate actions were approved and no further votes will be needed.

 

Effective Date

 

Under applicable federal securities laws, the amendment to the Articles of Incorporation to provide for “blank check preferred stock” cannot be effective until at least 20 calendar days after this Information Statement distributed to the Company’s stockholders. The Certificate of Amendment has been filed with the Secretary of State of Nevada. However, it will become effective on the date that is the 21 st calendar day after distribution of this Information Statement to the Company’s stockholders.

 

Dissenters’ Rights of Appraisal

 

The Nevada Revised Statutes do not provide for appraisal rights in connection with the action described above.

 

 

 

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

ABOUT THE COMPANY

 

The Company is subject to the information requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (“SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the SEC at 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a web site on the Internet ( http://www.sec.gov ) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC may be obtained free of charge.

By Order of the Board of Directors.

 

July 10, 2017

 

 

 

 

APPENDIX A

 

 

 

 

 

 

 

Appendix A (continued)

Article 3 of the Articles of Incorporation is hereby amended in its entirety as follows:

 

“The number of authorized shares and the par value of each class or series is 420,000,000 shares of common stock, par value $0.001 per share and 30,000,000 shares of preferred stock, par value $0.001 per share.

 

The Company’s Board of Directors shall have the authority to prescribe and provide for, by resolution or resolutions adopted by the Board of Directors, the issuance of one or more additional classes and/or series of preferred stock from time to time, the distinguishing designation for each class or series of preferred stock, the number of each class or series of preferred stock and the voting powers, designations, preferences and relative, participating, optional or other rights of each class or series of preferred stock, and the qualifications, limitations or restrictions, if any, thereof, and to increase or decrease the number of shares of any class or series of preferred stock subsequent to the issuance of shares of that class or series, but not below the number of shares of such class or series then outstanding, all to the full extent permitted by the Nevada Revised Statutes.”

 

 

 

APPENDIX B
 
UNANIMOUS WRITTEN CONSENT

OF
THE DIRECTORS
OF
NEMAURA MEDICAL INC.

July 10, 2017

The undersigned, being all the members of the board of directors (the “ Board ”) of Nemaura Medical Inc., a Nevada corporation (the “ Company ”), hereby consents, pursuant to NRS 78.385 and 78.390, to the adoption of the following resolutions taking or authorizing the actions specified therein without a meeting:

RESOLVED, that the Board hereby approves the filing of a certificate of amendment to the Company’s Articles of Incorporation substantially in the form attached hereto as Exhibit A , authorizing the creation of “blank check preferred stock” (the “ Certificate of Amendment ”);

NOW, THEREFORE BE IT

General Authorization and Ratification

RESOLVED, that as used in these resolutions, the term “the proper officers” of the Company shall mean the President and the Chief Financial Officer of the Company, and each of them be, and each of them hereby is, empowered to approve or authorize, as the case may be, such further action including the filing of the Certificate of Amendment with the Secretary of State for the State of Nevada, and to execute and deliver all agreements, documents, and instruments referred to expressly or generally in the preceding resolutions, and any amendments, supplements, or modifications to any of such agreements, documents, and instruments; such actions, agreements, documents, instruments, amendments, supplements, and modifications shall be in such form and substance as the proper officer executing the same may, in his or her sole discretion, deem to be in the best interest of the Company in connection with or arising out of the transactions contemplated by the foregoing resolutions

RESOLVED,   that any and all actions heretofore taken by the proper officers of the Company or by the Board on behalf of the Company in furtherance of the actions authorized or contemplated by the foregoing resolutions be, and they hereby are, ratified, approved, and confirmed in all respects, including, without limitation, the execution and delivery of any documents and instruments, including amendments, supplements, or modifications thereto as have been necessary or appropriate in order to effectuate the actions contemplated by the foregoing resolutions.

 

 

IN WITNESS WHEREOF, the undersigned have executed this consent as of the date first written above.

/s/ Dewan Fazlul Hoque Chowdhury Dewan Fazlul Hoque Chowdhury   /s/ Bashir Timol Bashir Timol

 

 

 

 

 

Exhibit A

 

 

Appendix B (continued)

 

Article 3 of the Articles of Incorporation is hereby amended in its entirety as follows:

 

“The number of authorized shares and the par value of each class or series is 420,000,000 shares of common stock, par value $0.001 per share and 30,000,000 shares of preferred stock, par value $0.001 per share.

 

The Company’s Board of Directors shall have the authority to prescribe and provide for, by resolution or resolutions adopted by the Board of Directors, the issuance of one or more additional classes and/or series of preferred stock from time to time, the distinguishing designation for each class or series of preferred stock, the number of each class or series of preferred stock and the voting powers, designations, preferences and relative, participating, optional or other rights of each class or series of preferred stock, and the qualifications, limitations or restrictions, if any, thereof, and to increase or decrease the number of shares of any class or series of preferred stock subsequent to the issuance of shares of that class or series, but not below the number of shares of such class or series then outstanding, all to the full extent permitted by the Nevada Revised Statutes.”

 

 

 

 

APPENDIX C
 
WRITTEN CONSENT
OF THE
STOCKHOLDERS
OF
NEMAURA MEDICAL INC.

July 10, 2017

The undersigned stockholders (collectively, the “ Stockholders ”), constituting the holders of at least a majority of the outstanding shares of common stock of Nemaura Medical Inc., a Nevada corporation (the “ Company ”), do hereby adopt by this written consent, the following resolutions with the same force and effect as if they had been adopted at a duly convened meeting:

WHEREAS, the Board of Directors of the Company by unanimous written consent dated July 10, 2017, having considered it to be in the best interests of the Company to amend the Company’s Articles of Incorporation by filing a Certificate of Amendment to authorize “blank check” preferred stock;

NOW, THEREFORE, BE IT

RESOLVED, that, the Stockholders hereby approve the amendment to the Company’s Articles of Incorporation and the filing of the Certificate of Amendment, substantially in the form attached hereto as Exhibit A .

 

 

IN WITNESS WHEREOF, each of the undersigned have executed this consent as of the date first written above.

 

Exhibit A

 

Appendix C (continued)

 

Article 3 of the Articles of Incorporation is hereby amended in its entirety as follows:

 

“The number of authorized shares and the par value of each class or series is 420,000,000 shares of common stock, par value $0.001 per share and 30,000,000 shares of preferred stock, par value $0.001 per share.

 

The Company’s Board of Directors shall have the authority to prescribe and provide for, by resolution or resolutions adopted by the Board of Directors, the issuance of one or more additional classes and/or series of preferred stock from time to time, the distinguishing designation for each class or series of preferred stock, the number of each class or series of preferred stock and the voting powers, designations, preferences and relative, participating, optional or other rights of each class or series of preferred stock, and the qualifications, limitations or restrictions, if any, thereof, and to increase or decrease the number of shares of any class or series of preferred stock subsequent to the issuance of shares of that class or series, but not below the number of shares of such class or series then outstanding, all to the full extent permitted by the Nevada Revised Statutes.”