INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear Shareholders:
We are writing to advise you that our Board of Directors and shareholders holding a majority of our outstanding voting capital stock have approved the amendment of the Articles of Incorporation of the Company to Change the domicile of the Company from the State of Delaware to the State of Wyoming and to increase the authorized common stock of the Company from 980,000,000 shares to 9,000,000,000 shares.
These actions were approved by written consent on June 12, 2017 by our Board of Directors and a majority of holders of our voting capital stock, in accordance with Delaware Corporation Act. Our directors and majority of the shareholders of our outstanding capital stock, as of the record date of June 12, 2017, have approved the changes to the Companys Articles of Incorporation as being in the best interests of our Company and our shareholders.
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least twenty (20) days after the date of this Information Statement has been mailed to our shareholders. This Information Statement is expected to be first mailed to you on or about July 1, 2017.
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JUNE 12, 2017, THE RECORD DATE, ARE ENTITLED TO NOTICE OF THE CORPORATE ACTION. STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANYS SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTION HAVE VOTED IN FAVOR OF THE ACTIONS. AS A RESULT, THE ACTION HAS BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY. THESE ACTIONS ARE EXPECTED TO BE EFFECTIVE ON A
DATE THAT IS AT LEAST TWENTY (20) DAYS AFTER THE MAILING OF THE DEFINITIVE INFORMATION STATEMENT TO THE SHAREHOLDERS OF RECORD.
We encourage you to read the attached Information Statement carefully for further information regarding these actions. In accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, the approval of the action described herein by the holders of a majority of the voting power of the Company will be deemed ratified and effective at a date that is at least 20 days after the date this Information Statement has been mailed or furnished to our stockholders. This Information Statement is expected to be first mailed or furnished to stockholders on or about July 1, 2017.
MJ Biotech, Inc.
760 Route 10 West, Suite 203
Whippany, New Jersey 07981
INFORMATION STATEMENT AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY SHAREHOLDERS
OF THE VOTING CAPITAL STOCK OF THE CORPORATION
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 in compliance with Regulation 14C of the Exchange Act.
GENERAL
This Information Statement is being furnished to all holders of the common stock of MJ Biotech, Inc. (the "Company") as of June 12, 2017 in connection with the action taken by written consent of holders of a majority of the outstanding voting power of the Company to authorize the Amendment of the Articles of Incorporation of the Company.
"We," "us," "our," the Registrant and the "Company" refers to MJ Biotech, Inc., a Delaware corporation
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company (the Board) believes that the stockholders of the Company will benefit from re-domiciling the Company from the State of Delaware to the State of Wyoming, and from the amendment to the Companys Articles of Incorporation because it will reduce the costs to maintain the Companys corporate status due to reduced fees and taxes, and the increase in the number of shares of common stock authorized by the Company as it will enhance shareholder value by allowing the company to acquire business assets and/or attract investors through the issuance of Common Stock or Notes convertible into Common Stock. At present the Company is looking at potential business acquisitions, however it does not have any agreements, proposals or arrangements, written or otherwise, at this time, to issue any such securities. The Company does plan on raising additional capital to advance the current operations. The increase in authorized will enable the Company to act on potential acquisition targets as well.
ACTIONS TO BE TAKEN
This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of the Company.
CHANGE AND AMENDMENT OF ARTICLES OF INCORPORATION TO RE-DOMICILE THE COMPANY IN WYOMING AND INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY TO 9,000,000,000.
The Board approved the increase in the amount of the authorized common stock of the Company to 9,000,000,000 shares.
PLANS, PROPOSALS OR ARRANGEMENTS TO CHANGE THE DOMOCILE OF THE COMPANY FROM DELAWARE TO WYOMING AND ISSUE NEWLY AUTHORIZED COMMON STOCK
As of the Record Date the Company, the Board of Directors believes that the stockholders of the Company will benefit from:
(i)
the change in domicile from Delaware to Wyoming benefits the Company because of the reduced costs of maintaining the Companys corporate status on an annual basis as compared to Delaware; because Wyoming does not have a State Tax, nor a Tax on Corporate Shares. Wyoming only has a $270 annual fee, whereas Delaware would cost the Company thousands of dollars on an annual basis. Wyoming does not require a general Business License nor does it require the filing of an Annual Report as Deleware does. Wyoming also has a continuance procedure that allows adoption of a corporation formed in another State. There are no discernable disadvantages to the Companys shareholders. Shareholder rights of a Delaware Corporation and a Wyoming Corporation are similar with regard to minority shareholder rights. For example, both states have laws to permit a shareholder to inspect the books and records of the Company and file shareholder derivative suits. Furthermore, under certain circumstances Wyoming law permits involuntary judicial dissolutions of corporations where Delware does not, Therefore, the differences in shareholder rights of a Delaware Shareholder compared to a Wyoming Shareholder are negligible.
(ii)
an increase in the number of authorized shares of common stock is necessary because as of the Record Date the Company does not have sufficient authorized common stock to meet the required reserve levels for prior convertible financing done by the Company. As of the Record Date there were 23,463,424 shares of common stock issued and outstanding. As of the Record Date the Company was contractually required to have 956,536,576 shares held in reserve for holders of convertible notes. Therefore, there are no authorized shares of common stock
available to be reserved for future convertible notes and other debt financing, including the $10,000,000 equity line the Company entered into.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the 1934 Act Filings) with the Securities and Exchange Commission (the Commission). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission 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 Commission through the Electronic Data Gathering, Analysis and Retrieval System (EDGAR).
OUTSTANDING VOTING SECURITIES
Our authorized capital stock consists of 980,000,000 shares of Common Stock, par value $0.0001 per share, of which 23,463,424 shares are outstanding as of June 12, 2017. Additionally, the Company has authorized 5,000,000 Series A Preferred Stock which have voting power (2 common votes for every share of Series A Preferred Stock) of which 4,000 were issued and outstanding as of June 12, 2017; and 10,000,000 Series B Preferred Stock which have voting power (1,000 common votes for every share of Series B Preferred Stock) of which 3,790,000 were issued and outstanding as of June 12, 2017.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the Companys voting capital stock owned on the Record Date by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group, all of which votes were cast in favor of the actions taken herein: