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 14c-5(d)(2))
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Definitive Information Statement
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PETRONE WORLDWIDE, INC.
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(Name of Registrant As Specified In Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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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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Date Filed:
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PETRONE WORLDWIDE, INC.
2200 N. Commerce Parkway, Suite 224
Weston, FL 33326
(855) 297-3876
________________, 2017
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
On July 12, 2017, the
board of directors of Petrone Worldwide, Inc. (“Petrone”) and a stockholder holding a majority of Petrone’s voting
power took action by written consent to approve the following action:
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Approve an amendment to our articles of incorporation, as amended (the “Articles”), to increase our authorized
capital stock from 910,000,000 to 2,510,000,000 shares, of which 2,500,000,000 will be common stock and 10,000,000 will be preferred
stock (the “Amendment”).
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Stockholders of record
at the close of business on July 12, 2017 are entitled to notice of this stockholder action by written consent. Because this action
has been approved by the holder of the required majority of the voting power of our voting stock, no proxies were or are being
solicited. The Amendment will not be effected until at least 20 calendar days after the mailing of the Information Statement accompanying
this Notice. We anticipate that the Amendment will become effective on or about _____________, 2017, at such time as a certificate
of amendment to our Articles is filed with the Secretary of State of Nevada.
Attached hereto for your
review is an Information Statement relating to the above-described action. Please read this Information Statement carefully. It
describes the essential terms of the action to be taken. Additional information about the Company is contained in its reports filed
with or furnished to the Securities and Exchange Commission (the “SEC”). These reports, their accompanying exhibits
and other documents filed with the SEC may be inspected without charge at the Public Reference Section of the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed rates. The SEC also maintains
a website that contains reports, proxy and information statements and other information regarding public companies that file reports
with the SEC. Copies of these reports may be obtained on the SEC’s website at www.sec.gov.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
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By Order of the Board of Directors,
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/s/ Victor Petrone
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President/Chief Executive Officer
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Weston, Florida
______________, 2017
PETRONE WORLDWIDE, INC.
2200 N. Commerce Parkway, Suite 224
Weston, FL 33326
(855) 297-3876
_____________, 2017
INFORMATION STATEMENT
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated thereunder,
the notice and this information statement (this “Information Statement”) will be sent or given on or about ____________
___, 2017, to the stockholders of record, as of July 12, 2017 (the “Record Date”), of Petrone Worldwide, Inc., a Nevada
corporation (hereinafter referred to as “we,” “us,” “our,” “Petrone” or the “Company”).
This Information Statement is being circulated to advise stockholders of an action already approved and taken without a meeting
by written consent of a stockholder who holds a majority of the voting power of our voting stock.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
The action to be effective
at least 20 days after the mailing of this Information Statement is as follows:
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Approve an amendment to our articles of incorporation, as amended (the “Articles”), to increase our authorized
capital stock from 910,000,000 to 2,510,000,000 shares, of which 2,500,000,000 will be common stock and 10,000,000 will be preferred
stock (the “Amendment”).
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On July 12, 2017, our
board of directors unanimously approved the Amendment. Subsequent to our board of directors’ approval of the Amendment, the
holder of a majority of the voting power of our voting stock approved, by written consent, the Amendment on July 12, 2017. The
consenting stockholder and his approximate ownership percentage of our voting stock is as follows: Victor Petrone, our President/Chief
Executive Officer, -- 70.8%. We expect that the Amendment will be effective on or about _____________, 2017, at such time as a
certificate of amendment to our Articles is filed with the Secretary of State of Nevada and the Amendment.
Pursuant to Rule 14c-2
promulgated under the Exchange Act, the Amendment will not be effected until at least 20 calendar days after the mailing of this
Information Statement to Petrone stockholders. The Amendment will be effective after the expiration of such 20-day period, at such
time as a certificate of amendment to our Articles is filed with the Secretary of State of Nevada.
DISSENTERS’ RIGHTS
There are no rights of
appraisal or similar rights of dissenters with respect to any matter described in this Information Statement.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record
at the close of business on July 12, 2017, the Record Date, are entitled to notice of the information disclosed in this Information
Statement. As of the Record Date, our authorized securities consist of 900,000,000 shares of common stock with a par value of $0.001
per share and 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of the Record Date, there were 40,818,858
shares of common stock issued and outstanding, held by 415 holders of record. Each share of common stock is entitled to one vote
per share. As of the Record Date, there were 1,000,000 shares of Series A preferred stock issued and outstanding. Each share of
Series A preferred stock is entitled to 50 votes per share;
provided, however,
that if the votes by the holders of the Series
A preferred stock do not total at least 51% of the votes of all classes of our capital stock entitled to vote, then the votes cast
by a majority of the holders of the Series A preferred stock shall be deemed to equal 51% of all votes cast. Holders of our common
stock and holders of our Series A preferred stock vote together as one class on all matters submitted to a vote of our stockholders.
EXPENSES
The costs of preparing,
printing and mailing this Information Statement will be borne by Petrone.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED
TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTER DESCRIBED HEREIN.
STOCKHOLDERS’ RIGHTS
The elimination of
the need for a special meeting of the stockholders to approve the action described in this Information Statement is
authorized by Section 78.320(2) of the Nevada Revised Statutes. Section 78.320(2) provides that any action required or
permitted to be taken at a meeting of stockholders of a corporation may be taken without a meeting, before or after the
action, if a written consent thereto is signed by the stockholders holding at least a majority of the voting power. In order
to eliminate the costs and management time involved in holding a special meeting and in order to effect the action disclosed
herein as quickly as possible in order to accomplish the purposes of our Company, we chose to obtain the written consent of a
majority of Petrone’s voting power to approve the action described in this Information Statement.
AMENDMENT OF OUR ARTICLES TO INCREASE OUR
AUTHORIZED CAPITAL STOCK
FROM 910,000,000 TO 2,510,000,000 SHARES,
OF WHICH 2,500,000,000 WILL BE COMMON STOCK
AND 10,000,000 WILL BE PREFERRED STOCK
On July 12, 2017, our
board of directors and a stockholder holding a majority of our voting power approved the Amendment, which will have the effect
of increasing our authorized capital stock from 910,000,000 to 2,510,000,000 shares, of which 2,500,000,000 will be common stock,
par value $0.001 per share, and 10,000,000 will be preferred stock, $0.001 par value per share, with such designations, rights
and preferences as our board of directors may determine from time to time.
We currently have authorized
capital stock of 910,000,000 shares, of which 900,000,000 shares are common stock and 10,000,000 are preferred stock. We have 40,818,858
shares of common stock and 1,000,000 shares of Series A preferred stock, respectively, issued and outstanding as of the Record
Date. Upon effectiveness of the Amendment, our authorized capital stock will consist of 2,510,000,000 shares, of which 2,500,000,000
will be common stock and 10,000,000 will be preferred stock, with such designations, rights and preferences as our board of directors
may determine from time to time.
Purposes of the Increase in Authorized Shares
Having an increased number
of authorized but unissued shares of our capital stock would allow us to take prompt action with respect to corporate opportunities
that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase
in our capitalization. There will be no change in the number of authorized preferred shares as a result of the increase in authorized
shares. The shares of preferred stock would be available for issuance from time to time as determined by our board of directors
for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash
as a means of obtaining additional capital for use in our business and operations, and issuance as part or all of the consideration
required to be paid by us for acquisitions of other businesses or assets. Notwithstanding the foregoing, we have no obligation
to issue such shares and there are no plans, proposals or arrangements currently contemplated by us that would involve the issuance
of the preferred shares, or our common stock, to acquire another company or its assets, or for any other corporate purpose stated.
In connection with the anticipated continued growth of our business, our board of directors believes it is in our best interests
to increase the number of authorized shares of capital stock and to create a class of preferred stock. The additional capital stock
can provide flexibility in structuring the terms of any future agreements, as well as any future financing and recapitalization
efforts. We have no present plans to be acquired or to merge with another company, and neither we, nor our stockholders, have plans
to enter into a change of control or similar transaction.
Potential Anti-Takeover Effects of the Increase in Capital
Stock
Any additional issuance
of common or preferred stock could, under certain circumstances, have the effect of delaying or preventing a change in control
of our company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to
approve a change in control. Shares of common or preferred stock could be issued, or rights to purchase such shares could be issued,
to render more difficult or discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger
or otherwise. The ability of our board of directors to issue such additional shares of common stock and/or to designate one or
more series or classes of preferred stock for issuance could discourage an attempt by a party to acquire control of our company
by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an
attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of
such additional shares of common or preferred stock to persons whose interests are aligned with that of our board of directors
could make it more difficult to remove incumbent officers and directors from office, even if such change were to be favorable to
stockholders generally.
Although the increased
proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for
example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition
of our board or contemplating a tender offer or other transaction for the combination of our company with another company), the
Amendment was not proposed in response to any effort of which we are aware to accumulate shares of common stock or obtain control
of us, nor is it part of a plan by management to recommend a series of similar actions having an anti-takeover effect to the board
and our stockholders.
To the extent that
the increase in the number of authorized shares may have anti-takeover effects, the Amendment, when effected, may encourage
persons seeking to acquire us to negotiate directly with our board of directors, enabling our board to consider a proposed
transaction in a manner that best serves our stockholders’ interests.
Our board believes that
it is advisable and in the best interests of our company to have available authorized but undesignated shares of preferred stock
in an amount adequate to provide for our future needs. The designation of one or more classes or series of preferred 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 financing or acquisition transactions. We have no present plans or commitments for the issuance or
use of the proposed shares of preferred stock in connection with any financing.
Procedure for Effecting the Amendment of our Articles
The Amendment will become
effective at such time as a certificate of amendment to our Articles is filed with the Secretary of State of Nevada. Pursuant to
Rule 14c-2 promulgated under the Exchange Act, the Amendment will not be effected until at least 20 calendar days after the mailing
of this Information Statement to Cardinal Energy stockholders. We expect to file a certificate of amendment to our Articles with
the Secretary of State of Nevada effective on or about ______________, 2017.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION
TO MATTER TO BE ACTED UPON
Except as disclosed elsewhere
in this Information Statement, none of the following persons has any substantial interest, direct or indirect, by security holdings
or otherwise in any matter to be acted upon:
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Any
director or officer of our Company,
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Any
proposed nominee for election as a director of our Company, and
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Any
associate or affiliate of any of the foregoing persons.
The stockholdings of our
directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”
No director has advised us that he intends to oppose the Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets
forth certain information regarding the beneficial ownership of our common and preferred stock as of July 12, 2017 by the following
persons:
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Each
person known by the Company to beneficially own more than 5% of the Companys outstanding common stock,
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Each
of the named executive officers (as defined in Item 402 of Regulation S-K),
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Each
of our directors, and
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All
of the Companys executive officers and directors as a group.
Beneficial ownership is determined in accordance
with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed
above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within
60 days from July 12, 2017, and the number of shares and the percentage beneficially owned by all officers and directors as a group
includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable
within 60 days from July 12, 2017.
Name and Address of Beneficial Owner
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Amount of Beneficial Ownership
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Nature of Ownership
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Percent of Class
(2)(3)
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Victor Petrone(1)
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14,260,463
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Common
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35
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1,000,000
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Series A Preferred
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100
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All executive officers and directors as a group (1 person)
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14,260,463
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Common
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35
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1,000,000
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Series A Preferred
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100
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(1) Mr.
Petrone’s address is c/o Petrone Worldwide, Inc., 2200 N. Commerce Parkway, Suite 224, Weston, FL 33326.
(2) Calculated
on the basis of 40,818,858 shares of common stock outstanding on July 12, 2017.
(3) Calculated
on the basis of 1,000,000 shares of Series A preferred stock outstanding on July 12, 2017 which represents 100% of the issued
and outstanding Series A preferred stock. Each share of Series A preferred stock is entitled to 50 votes per share; provided,
however, that if the votes by the holders of the Series A preferred stock do not total at least 51% of the votes of all classes
of our capital stock entitled to vote, then the votes cast by a majority of the holders of the Series A preferred stock shall
be deemed to equal 51% of all votes cast. Holders of our common stock and holders of our Series A preferred stock vote together
as one class on all matters submitted to a vote of our stockholders.
Changes in Control
We are unaware of any
contract of other arrangement the operation of which may at a subsequent date result in a change of control of our Company.
ADDITIONAL INFORMATION
We are subject to the
disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements and other information,
including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information filed by
Petrone can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington
DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100
F Street, N.E., Washington DC 20549 at prescribed rates. In addition, the SEC maintains a website (http://www.sec.gov) that contains
reports, information statements and other information regarding issuers that file electronically with the SEC through the EDGAR
system. You may request a copy of documents filed with or furnished to the SEC by us, at no cost, by writing to Petrone Worldwide,
Inc., 2200 N. Commerce Parkway, Suite 224, Weston, FL 33326, Attn: Victor Petrone, President/Chief Executive Officer, or by telephoning
the Company at (855) 297-3876.
Our principal executive
office is located at 2200 N. Commerce Parkway, Suite 224, Weston, FL 33326. Our corporate website is www.petroneworldwide.com and
our phone number is (855) 297-3876.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
If hard copies of the
materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single
address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a
separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement
was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your
shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to Petrone
Worldwide, Inc., 2200 N. Commerce Parkway, Suite 224, Weston, FL 33326, Attn: Victor Petrone, President/Chief Executive Officer,
or by telephoning the Company at (855) 297-3876.
If multiple stockholders
sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company
to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal
executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement
or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address,
notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
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Petrone Worldwide, Inc.
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/s/ Victor Petrone
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Victor Petrone
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President/Chief Executive Officer
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