UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
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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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Arkados
Group, Inc.
(Name
of Registrant As Specified In Its 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 the 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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ARKADOS
GROUP, INC.
211
Warren Street, Suite 219
Newark,
New Jersey 07103
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To
the Stockholders of Arkados Group, Inc.:
We
are delivering this Notice and the accompanying Information Statement to inform our stockholders that on September 7, 2017, the
holders of a majority of the votes entitled to be cast by all outstanding Common Stock of Arkados Group, Inc. (the “Company,”
“our” or “we”) adopted resolutions by written consent, in lieu of a meeting of stockholders, to amend
our Certificate and Incorporation (the “Charter”) to change our name (the “Name Change”) to SolBright
Group, Inc., as set forth in the Certificate of Amendment of Certificate of Incorporation attached hereto as
Annex A
(the
“Amendment”).
The
Amendment was approved by stockholder written consent pursuant to Section 228 of the Delaware General Corporation Law (the
“DGCL”), which permits any action that may be taken at a meeting of stockholders to be taken by written consent by
the holders of outstanding stock of the Company having not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and Section 2.14 of the
Company’s Amended and Restated By-Laws (the “By-Laws”), which permits any action that may be taken at a meeting
of stockholders to be taken by written consent by the holders of outstanding stock of the Company if specifically authorized do
so by our Board of Directors. All necessary corporate approvals in connection with the adoption of the Amendment.
The
Information Statement is being furnished to the holders of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the rules thereunder and Section 228 of the DGCL solely for the purpose of informing our stockholders of these corporate actions
before they take effect. In accordance with Rule 14c-2 under the Exchange Act, both of these actions will not become effective
until at least 20 calendar days after the mailing of this Notice and the accompanying Information Statement, and thus we plan
to file the Amendment as soon thereafter as is reasonably practicable.
The
Amendment was approved and recommended by our Board of Directors prior to the stockholder action by written consent described
in this Information Statement.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
You
have the right to receive this Notice and the accompanying Information Statement if you were a stockholder of record of our Company
at the close of business on September
[*]
, 2017.
By
Order of the Board of Directors
Terrence
DeFranco
Chief
Executive Officer
September
[*]
, 2017
ARKADOS
GROUP, INC.
211
Warren Street, Suite 219
Newark,
New Jersey 07103
INFORMATION
STATEMENT
General
In
this Information Statement, unless the context otherwise requires, “Arkados Group,” the “Company,” “we,”
“us” and “our” and similar expressions refer to Arkados Group, Inc., a Delaware corporation.
This
Information Statement is being sent to inform our stockholders that we have obtained a written consent (the “Consent”)
from the holders of a majority of the votes entitled to be cast by all outstanding Common Stock of the Company to amend our Certificate
and Incorporation (the “Charter”) as set forth in the Certificate of Amendment of Certificate of Incorporation attached
hereto as
Annex A
(the “Amendment”).
This
Information Statement is being mailed on or about September
[*]
, 2017 to the Company’s
stockholders of record as of September
[*]
, 2017 (the “Record Date”)
that did not execute the Consent. This Information Statement constitutes notice to our stockholders of corporate actions taken
by our stockholders without a meeting as required by Section 228 the Delaware General Corporation Law (the “DGCL”)
and pursuant to Section 2.14 of the By-Laws.
We
will pay the costs of preparing and sending out the enclosed Notice and this Information Statement. We will require brokerage
houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners
of our common stock, par value $0.0001 per share (“Common Stock”), held by them and we will reimburse such persons
for out-of-pocket expenses incurred in forwarding such materials.
The
date of this Information Statement is September
[*]
, 2017.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The
Action by Written Consent
On
September 7, 2017 (the “Shareholder Vote Date”), the holders of a majority of the votes entitled to be cast by all
outstanding Common Stock of the Company (the “Consenting Stockholders”) who executed the Consent approving the Amendment,
as described herein, beneficially owned 11,232,973 shares of our outstanding Common Stock. As of the Shareholder Vote Date, there
were 21,673,402 shares of our Common Stock outstanding. No payment was made to any person or entity in consideration of execution
of the Consent.
Voting
and Vote Required
The
Company is not seeking consents, authorizations or proxies from you. Section 228 of the DGCL provides that any action that may
be taken at a meeting of stockholders may be taken by written consent by the holders of outstanding stock of the Company having
not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Approval of at least a majority of outstanding stock entitled to vote thereon
was required to approve the Amendment.
As
of the Shareholder Vote Date, the Company had 21,673,402 shares of Common Stock outstanding and entitled to vote. Each share of
Common Stock is entitled to one vote. On the Shareholder Vote Date, the Consenting Stockholders beneficially owned 11,232,973
shares of Common Stock in the aggregate, which represents 51.83% of the votes entitled to be cast by all outstanding Common Stock.
Accordingly,
the Consent executed by the Consenting Stockholders pursuant to Section 228 of the DGCL is sufficient to approve the Amendment
and no further stockholder action is required to approve this matter.
Board
Authorization to Consent
Section
2.14 of the By-Laws requires that any stockholder action by written consent in lieu of a meeting must be specifically authorized
by resolution of our Board of Directors. Our Board of Directors authorized our stockholders to approve the Amendment by written
consent prior to the execution of the Consent by the Consenting Stockholders.
Notice
Pursuant to Section 228
Pursuant
to Section 228 of the DGCL, the Company is required to provide prompt notice of the taking of a corporate action by written
consent of stockholders to the Company’s stockholders who have not consented in writing to such action. This Information
Statement serves as the notice required by Section 228 of the DGCL.
Dissenters’
Rights of Appraisal
The
DGCL does not provide dissenters’ rights of appraisal to our stockholders in connection with the matters discussed in this
Information Statement.
APPROVAL
OF THE CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Description
of the Amendment
On
August 31, 2017, our Board of Directors adopted a resolution authorizing an amendment to the Charter to change our name to
SolBright Group, Inc. A copy of the text of the Amendment is attached to this Information Statement as
Annex A
. The
changes in the Amendment will become effective upon the filing of the Amendment with the Secretary of State of the State of
Delaware, which is expected to occur twenty (20) calendar days following the mailing of this Information Statement, or
as soon thereafter as is reasonably practicable.
Reasons
for and Effects of the Amendment
As
previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2017, the Company completed
the acquisition (the “Acquisition”) of substantially all of the assets of SolBright Renewable Energy, LLC (the “SolBright
Business “) on May 1, 2017. The Amendment changes our name to SolBright Group, Inc. to reflect our rebranding following
the closing of the Acquisition of the SolBright Business, which is focused on the solar engineering, procurement and construction
sector.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except
as otherwise stated, the table below sets forth information concerning the beneficial ownership of Common Stock as of
September 7, 2017 for: (1) each director currently serving on our Board of Directors; (2) each of our named
executive officers; (3) our directors and executive officers as a group; and (4) each person known to the Company
to beneficially own more than 5% of the outstanding shares of Common Stock. At the close of business on September 7, 2017,
there were 21,673,402 shares of Common Stock outstanding. Except as otherwise noted, each stockholder has sole voting and
investment power with respect to the shares beneficially owned.
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Name
of Stockholder (1)
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Shares
of Common Stock
Beneficially Owned
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Percentage
of
Ownership
(2)
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5% or more Stockholders
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Tai Jee Pan (3)
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3,327,512
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(4)
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15.4
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%
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Richmake International Ltd. (5)
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2,477,545
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11.7
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%
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SolBright Renewable Energy, LLC (6)
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8,000,000
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(7)
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31.2
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%
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AIP Asset Management Inc. (8)
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7,291,668
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(9)
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25.9
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%
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Officers and Directors
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Terrence DeFranco, CEO, sole director
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3,383,333
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(10)
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13.8
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%
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Officers and Directors as a Group (1
total)
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3,383,333
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13.8
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%
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(1)
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Unless
otherwise indicated, the address for all beneficial owners is c/o Arkados Group, Inc., 211 Warren Street, Suite 320, Newark,
New Jersey 07103.
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(2)
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Beneficial
ownership is determined in accordance with the rules of the Commission, including Rule 13d-3(d)(1) of the Exchange Act, and
generally includes voting or investment power with respect to securities. Under the rules of the Commission, a person
(or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly,
has or shares a power to vote or to direct the voting of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. In accordance with Commission rules, shares of Common Stock
that may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable
within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property
laws, where applicable, we believe the persons or entities named in the table above have sole voting and investment power
with respect to all shares of the Common Stock indicated as beneficially owned by them.
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(3)
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The stockholder’s
business address is: 15265 NW Perimeter Drive, Beaverton, Oregon 97006.
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(4)
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Consists
of 2,660,846 shares of common stock owned by Tai Jee Pan, directly, and 666,666 shares of common stock owned by MAT Research
LLC, an entity controlled by Tai Jee Pan.
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(5)
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The stockholder’s business address is:
10F, No. 69 Sec 3 HeuiJung Road, Taichung, Taiwan.
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(6)
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The Stockholder’s businesss address is 701 East
Bay Street, Suite 302, Charleston, SC 29403.
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(7)
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Consists of 4,000,000 shares of Common Stock,
plus an additional 4,000,000 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock (initially
convertible at a Conversion Price of $1.50 per share) automatically issuable upon the conversion of the Preferred Stock Note
upon filing of the Certificate of Designation. Mr. Patrick Hassell exercises sole voting and dispositive powers with respect
to the shares of Common Stock owned by and issuable to SolBright Renewable Energy, LLC.
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(8)
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The Stockholder’s businesss address of AIP Asset
Management Inc. (“AIP”) is TD North Tower, 77 King Street W, Suite 4140, Toronto, ON M5K 1E7. AIP refers to AIP
plus the affiliated entities over which AIP has dispositive and voting control.
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(9)
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Consists
of 833,334 shares of Common Stock purchased in the Company’s 2017 private placement, plus 3,125,000 shares of Common Stock
issuable to AIP upon conversion of certain 10% Notes, 2,500,000 shares of Common Stock issuable upon exercise of the warrants
issued in connection with the 10% Notes and 833,334 shares of Common Stock issuable upon the exercise of warrants issued
in connection with the 2017 private placement. Mr. Jay Bala exercises sole voting and dispositive powers with respect
to the shares of Common Sotck issuable to AIP.
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(10)
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Consists of 608,333
shares of Common Stock and options to purchase 2,775,000 shares of Common Stock.
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CONSENTING
STOCKHOLDERS
On
September 7, 2017, the Shareholder Vote Date, the following record holders of 11,232,973 shares of Common Stock in the aggregate
consented in writing to the matters stated herein. The total number of shares outstanding as of the Shareholder Vote Date, for
purposes of this calculation, is 21,673,402.
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Name
of Stockholder
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Shares
of Common Stock
Beneficially Owned
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Percentage
of
Ownership
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Tai Jee Pan
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3,327,512
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15.35
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%
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Richmake International Ltd.
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2,477,545
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11.43
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%
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Solbright Renewble Energy, LLC
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4,000,000
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18.46
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Burton LaSalle Corp.
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819,583
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3.78
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%
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Terrence DeFranco
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608,333
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2.81
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%
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Total
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11,232,973
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51.83
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%
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INTERESTS
OF CERTAIN PERSONS IN MATTERS ACTED UPON
Terrence
DeFranco, our Chairman and Chief Executive Officer, voted and consented to approve the Amendment. Mr. DeFranco beneficially owned
approximately 2.81% of the outstanding Common Stock as of the Shareholder Vote Date.
EXCHANGE
ACT MATTERS
Our
common stock is currently registered under the Exchange Act, and we are subject to the periodic reporting and other requirements
of the Exchange Act. The Amendment will not affect the registration of our common stock under the Exchange Act or our reporting
or other requirements thereunder. Our common stock is currently quoted for trading on the OTC Market Group Inc. OTCPink Tier under
the ticker symbol “AKDS.”
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASPASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
OTHER
MATTERS
There
have been no proposals submitted by stockholders for consideration and the Board knows of no other matters other than those described
in this Information Statement which have been approved or considered by the holders of a majority of the shares of the Company’s
voting stock.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS
Pursuant
to the rules of the SEC, we and the services that we employ to deliver communications to our stockholders are permitted to deliver
to two or more stockholders sharing the same address a single copy of this Information Statement. Upon written or oral request,
we will deliver a separate copy of the Information Statement to any stockholder at a shared address to which a single copy of
the Information Statement was delivered and who wishes to receive a separate copy of the Information Statement. Stockholders receiving
multiple copies of the Information Statement may likewise request that we deliver single copies of such documents in the future.
Stockholders may notify us of their requests by calling or writing us at:
Arkados
Group, Inc.
211
Warren Street, Suite 219
Newark,
New Jersey 07103
Attention:
Investor Relations
Telephone:
(862) 373-1988
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
information statement contains “forward-looking statements.” These statements are based on our current expectations
and involve risks and uncertainties which may cause results to differ materially from those set forth in the statements. The forward-looking
statements may include statements regarding actions to be taken in the future. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should
be evaluated together with the many uncertainties that affect our business, particularly those set forth in the section on forward-looking
statements and in the risk factors in Item 1.A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2016
as filed with the Securities and Exchange Commission.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports and other information (File No. 000-27587) with the SEC pursuant to the Exchange Act.
For further information regarding us, please see our filings with the SEC, including our annual, quarterly, and current reports
and proxy statements, which you may read and copy at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
public filings with the SEC are also available to the public on the SEC’s website at www.sec.gov. In addition, we make available
free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments
to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
We
maintain a website at www.arkadosgroup.com. The information on our website or on any other website is not, and you must not consider
such information to be, a part of this Information Statement. You should rely only on the information contained in this Information
Statement and in the documents incorporated by reference.
By
Order of the Board of Directors,
/s/Terrence
DeFranco
Terrence
DeFranco
Chief
Executive Officer
September
[*]
, 2017
ANNEX
A
CERTIFICATE
OF AMENDMENT
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FOR
ARKADOS
GROUP, INC.
Arkados
Group, Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, through its duly authorized officer and by authority of its Board of Directors, does hereby certify:
FIRST:
By unanimous written consent of the Board of Directors of said Corporation, resolutions were duly adopted setting forth the proposed
amendment of the Certificate of Incorporation of said Corporation, declaring such amendment to be advisable. The resolution setting
forth the amendment is as follows:
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First”
to read in its entirety as set forth below:
FIRST
The
name of the Corporation is SolBright Group, Inc.
SECOND:
That, pursuant to Section 228 of the General Corporation Law of the State of Delaware, as of September 7, 2017, the Corporation
obtained the consents in writing to the amendment as stated in the above resolution, signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize such amendment.
THIRD:
Such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this ____ day of ______, 2017.
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ARKADOS GROUP, INC.
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By:
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/s/Terrence
DeFranco
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Name:
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Terrence DeFranco
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Title:
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Chief Executive Officer
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