UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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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[X]
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Definitive
Information Statement
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PROGREEN
US, INC.
(Name
of Registrant as Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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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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1.
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction, computed pursuant to Exchange Act Rule O-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 O-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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SCHEDULE
14C INFORMATION STATEMENT
Pursuant
to Regulation 14C of the Securities Exchange Act of 1934, as amended
PROGREEN US, INC.
2667 Camino del Rio South, Suite 312
San Diego, CA 92108-3763
Telephone: (619) 487-9585
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is being furnished to our stockholders on behalf of our board of directors pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended, for the purpose of informing our stockholders of amendments to our Certificate
of Incorporation to increase the number of shares of common stock that the Company is authorized to issue from 950,000,000 shares
of common stock, par value $.0001 per share (“Common Stock”), to 1,250,000,000 shares of Common Stock, par value $.0001
per share. This Information Statement is being furnished to the stockholders of record of our Common Stock, on the record date
as determined by our board of directors to be the close of business on March 27, 2018.
Our
board of directors approved the amendments to our Certificate of Incorporation to increase our authorized Common Stock from 950,000,000
shares to 1,250,000,000 shares on March 8, 2018. Our Company also received on March 8, 2018, the written consent from stockholders
of our Company who hold a majority of the voting power of the Company’s Common Stock. Upon the expiration of the 20-day
period required by Rule 14c-2 and in accordance with the provisions of the
General Corporation Law
of the State of Delaware,
our Company intends to file a Certificate of Amendment to our Certificate of Incorporation to effect the amendment to increase
our authorized Common Stock. The Certificate of Amendment will not be filed until at least 20 days after we file the Definitive
Information Statement with the Securities and Exchange Commission and deliver the Definitive Information Statement to our stockholders
of record.
The
proposed Certificate of Amendment, attached hereto as Exhibit A, will become effective when it has been accepted for filing by
the Secretary of State of the State of Delaware. We anticipate that our Company will file the Certificate of Amendment 20 days
after the Definitive Information Statement is first mailed to our stockholders.
The
entire cost of furnishing this Information Statement will be borne by our Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock
held on the record date.
Our
board of directors has fixed the close of business on March 27, 2018, as the record date for determining the holders of
our Common Stock who are entitled to receive this Information Statement. As of the March 27, 2018, record date there are
405,175,177 shares of our Common Stock issued and outstanding. We anticipate that this Information Statement will be mailed
on or about March 30, 2018, to our stockholders of record.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except
as disclosed elsewhere in this Information Statement, none of the following persons have any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon:
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1.
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any
director or officer of our company since May 1, 2016, being the commencement of our last completed audited financial year;
or
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any
associate or affiliate of any of the foregoing persons.
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PRINCIPAL
STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The
table below sets forth information regarding the beneficial ownership of our common stock and preferred stock as of March 26, 2018
by the following individuals or groups:
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each
person or entity who we know beneficially owns more than 5.0% in the aggregate of each class;
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each
of our named executive officers;
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each
of our directors; and
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all
directors and named executive officers as a group.
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The
percentage of beneficial ownership in the following table is based upon 405,175,177 shares of common stock outstanding as of March
26, 2018. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities.
Principal
Stockholders
The table below sets forth information regarding
the beneficial ownership of our common stock as of March 26, 2018 by the following individuals or groups:
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each
person or entity who we know beneficially owns more than 5.0% in the aggregate;
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each
of our named executive officers;
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each
of our directors; and
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all
directors and named executive officers as a group.
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The percentage of beneficial ownership in
the following table is based upon 405,175,177 shares of common stock outstanding as of March 26, 2018. Beneficial ownership
is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
We do not have any outstanding options, warrants or other conversion rights.
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Title
of Class
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Name
of Beneficial Owner
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Number
of Shares Beneficially Owned
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Approximate
Percentage of Class Outstanding
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Common Stock
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Jan Telander (1) c/o Progreen
US, Inc. 6443 Inkster Rd., Birmingham Township, MI 48301(1)
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55,166,195
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12.67
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%
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Michael Hylander c/o Progreen US, Inc. 6443
Inkster Rd., Birmingham Township, MI 48301(1)
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0
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0
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Ulf Telander (2) Calle Sierra Nevada 64C Urb
Loma de Marbella Club 29602 Marbella, Spain
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318,112,754
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49.84
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%
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Frederic Telander (3) Floragatan 16 SE 11431
Stockholm, Sweden
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30,303,030
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6.96
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%
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All officers and directors as a group
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55,166,195
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12.67
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%
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Series A Convertible Preferred Stock
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Frederic Telander (3)
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100,000
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10.34
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%
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Ulf Telander (2)
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767,031
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79.32
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%
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Jan Telander (1)
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100,000
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10.34
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%
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Series B Convertible Preferred Stock
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American Residential Fastigheter AB (4)
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DRottninggatan SE 411 14 Goteborg, Sweden
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8,534,625
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100
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%
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(1)
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Mr.
Jan Telander owns an aggregate of 24,863,165 shares common stock directly, and holds 100,000 shares of Series A Convertible
Preferred Stock, convertible into 30,303,030 shares of common stock, at a conversion price of $0.0033 per share. The table
above reflects conversion of the preferred stock held by Mr. Telander in calculating the percentage of common stock shown
as owned by Mr. Telander. As of April 30, 2015, Mr. Telander had divested himself of all equity interests in EIG Venture Capital
Ltd. and its affiliates, and resigned from all management and governing body positions with companies in this group.
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(2)
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Mr.
Ulf Telander holds 100,000 shares of Series A Convertible Preferred Stock, which vote as, and are convertible into, 30,303,030
shares of common stock, at a conversion price of $0.0033 per share. Mr. Telander is the owner of 66% of the equity interests
in and controls EIG Venture Capital Ltd. (“EIG”). EIG owns 84,804,436 shares of common stock directly and
is the sole stockholder of EIG Capital Investments Ltd. and Sofcon, Ltd., which own directly 497,197 and 377,485 shares
of the Company’s common stock, respectively. EIG holds 667,031 shares of Series A Convertible Preferred Stock, which
vote as, and are convertible into, 202,130,606 shares of common stock. EIG’s direct ownership of 85,679,118 shares
of common stock and 667,031 shares of Series A Convertible Preferred Stock is included in Mr. Ulf Telander’s ownership
of common stock and Series A Convertible Preferred Stock as shown in the table. The table above reflects conversion of
the Series A Convertible Preferred Stock held by EIG and Mr. Telander in calculating the number of shares of common stock
shown as beneficially owned by Mr. Telander.
Mr.
Telander is the brother of Jan Telander, CEO of the Company.
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(3)
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Mr.
Frederic Telander holds 100,000 shares of Series A Convertible Preferred Stock, which vote as, and are convertible into, 30,303,030
shares of common stock, at a conversion price of $0.0033 per share. The table above reflects conversion of the preferred stock
held by Frederic Telander in calculating the percentage of common stock shown as owned by him.
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(4)
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Michael
Lindstrom does not own any equity interest in, and is President of and controls, American Residential Fastigheter AB.
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AMENDMENT
TO OUR COMPANY’S CERTIFCATE OF INCORPORATION
Increase
in Authorized Common Stock
As
of the record date, there are 405,175,177 shares of Common Stock issued and outstanding, in the capital of our Company. Each
share of our company’s Common Stock is entitled to one vote.
The
board of directors of the Company on March 8, 2018, adopted a resolution approving and recommending to the Company’s stockholders
for their approval an amendment to the Company’s Certificate of Incorporation to provide for an increase of the number of
shares of Common Stock that the Company is authorized to issue from 950,000,000 to 1,250,000,000.
The
board of directors recommends the proposed increase in the authorized number of shares of Common Stock since the Company’s
estimate that there is a sufficient number of authorized and unissued shares is available (i) to provide for conversion shares
for our convertible preferred stock and convertible debt outstanding at the date of this Information Statement; (ii) to raise
additional capital for the operations of the Company; and (iii) to make options and shares available to employees, future non-employee
directors and consultants of the Company as an incentive for services provided to the Company. Holders of the Company’s
Common Stock do not have preemptive rights.
As
of March 26, 2018, with 950,000,000 shares of Common Stock authorized, we had 405,175,177 shares of Common Stock issued and outstanding,
which leaves 544,824,823 authorized but unissued shares. The Company has reserved 100,000,000 shares of Common Stock for possible
issuance pursuant to the Registration Statement we filed with the Securities and Exchange Commission on August 31, 2016 for an
equity line financing; 293,039,696 shares of Common Stock for issuance upon conversion of the outstanding shares of Series A Convertible
Preferred Stock; 4,000,000 shares for exercise of an outstanding warrants; and 464,416,522 shares reserved for outstanding convertible
debt. The Series B Preferred stock is convertible on and after March 8, 2017, at the option of the holder into shares of Common
Stock at a conversion price per share of the weighted average closing prices of the Common Stock for the 20 trading days immediately
prior to that date. We have not reserved any defined number of shares for conversion of shares of the Series B Preferred Stock.
The
Company has barely enough unissued authorized shares (544,824,823 shares) to cover full issuance for conversion of all outstanding
convertible debt (464,416,522 shares), much less unissued authorized shares to effect any significant conversions of preferred
stock, issuances under the equity line Registration Statement, or warrant exercises.
Therefore, as of March
26, 2018, we have no unreserved authorized but unissued shares available for other corporate purposes. The price of our Common
Stock in the over-the-counter market on March 26, 2018, closed at $0.0358. There are currently no set plans or arrangements
relating to the possible issuance of any additional shares of Common Stock except for the issuance of shares under the terms of
Series A and Series B Preferred Stock, the equity line financing, and the outstanding convertible note, warrant and management
options. We are not party to any agreements or understandings regarding any acquisitions, nor are any acquisitions under negotiation.
STOCKHOLDER
APPROVAL OF PROPOSED AMENDMENT
Section 228 of the Delaware
General Corporation Law permits stockholder action by written consent, without a meeting, prior notice or a vote, by the stockholders
holding not less than the minimum number of votes required to authorize the action. On March 8, 2018 our Company obtained stockholder
approval by written consent for the amendment to increase the number of shares of our Common Stock that we are authorized to issue
from 950,000,000 shares to 1,250,000,000 shares (the “Amendment”), from the following three stockholders: Jan
Telander, who as of March 8, 2018 held 24,863,165 shares of Common Stock (or 6.26% of the outstanding common stock as of March
8, 2018) and 100,000 shares of Series A Preferred Stock convertible into and with voting rights of 30,303,030 shares of common
stock; Ulf Telander, holding 100,000 shares of Series A Preferred Stock with voting rights of 30,303,030 shares of common stock;
and EIG Venture Capital, Ltd., which holds 85,679,118 shares of Common Stock (representing 21.58% of the outstanding common stock
at March 8, 2018) and 667,031 shares of Series A Preferred Stock convertible into and with voting rights of 202,130,606 shares
of common stock. Accordingly, holders holding 110,542,283 shares of Common Stock, and shares of Series A Preferred Stock with
voting rights of 262,736,666 shares of Common Stock, representing in total 56.58% of the outstanding common stock voting power
at March 8, 2018, authorized the Amendment, conversion shares of the voting holders of Series A Preferred Stock being counted
as outstanding for computing the percentage of the vote attributable to the holders of the Series A Preferred Stock consenting
to the corporate action. American Residential Fastigheter AB, the holder of all of the outstanding 8,534,625 shares of Series
B Preferred Stock (or 100% of the shares of that series of preferred stock), has consented for the class of Series B Preferred
Stock to the approval of the amendment to increase our number of authorized shares of Common Stock.
The
amendment authorizing the increase in our Common Stock will not become effective until (i) at least 20 days after we deliver the
Information Statement to our stockholders of record, (ii) we file the Information Statement with the Securities and Exchange Commission
and (iii) the Certificate of Amendment has been accepted for filing by the Secretary of State of the State of Delaware.
DISSENTERS’
RIGHTS
Pursuant
to the
General Corporation Law
of the State of Delaware, stockholders of our Common Stock are not entitled to dissenters’
rights of appraisal with respect to the authorization of the increase in our authorized Common Stock.
FINANCIAL
AND OTHER INFORMATION
For
more detailed information on our Company, including financial statements, you may refer to our Form 10-K and other periodic reports
filed with the Securities and Exchange Commission from time to time. Copies are available on the Securities and Exchange Commission’s
EDGAR database located at www.sec.gov.
Pursuant
to the requirements of the Securities Exchange Act of 1934, Progreen US, Inc. has duly caused this Information Statement to be
signed by the undersigned hereunto authorized.
March
30, 2018
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PROGREEN
US, INC.
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By:
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/s/
Jan Telander
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Jan
Telander
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President
and Chief Executive Officer
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EXHIBIT
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
PROGREEN
US, INC.
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, Progreen US, Inc. (the “corporation”), a corporation
organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:
FIRST:
That the Board of Directors of the corporation on March 8, 2018, adopted resolutions proposing and declaring advisable the
following amendment to the Certificate of Incorporation of the corporation:
RESOLVED,
that the Board of Directors declares advisable, and recommends to the stockholders for adoption, the following amended Article
FOURTH to replace, in its entirety, the Article FOURTH of the corporation’s Certificate of Incorporation:
“FOURTH:
The total number of shares of stock which the corporation shall have authority to issue is One Billion Two Hundred Sixty Million
(1,260,000,000), of which One Billion Two Hundred Fifty Million (1,250,000,000) are Common Stock, par value $0.0001 per share
(“
Common Stock
”), and Ten Million (10,000,000) are Preferred Stock, par value $0.0001 per share (“
Preferred
Stock
”).
The
terms and provisions of the Common Stock and Preferred Stock are as follows:
A.
COMMON STOCK
Section
1
Voting
Rights
The
holders of shares of Common Stock shall be entitled to one vote for each share held with respect to all matters voted on by the
stockholders of the Corporation.
Section
2
Liquidation
Rights
Subject
to the prior and superior right of the Preferred Stock upon any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Corporation, the holders of Common Stock shall be entitled to receive that portion of the remaining funds
to be distributed. Such funds to be paid to the holders of Common Stock shall be paid to the holders of Common Stock on the basis
of the number of shares of Common Stock held by each of them.
Section
3
Dividends
Dividends
may be paid on the Common Stock as and when declared by the Board of Directors.
B.
PREFERRED STOCK
Shares
of the Preferred Stock of the Corporation may be issued from time to time in one or more classes or series, each of which class
or series shall have such distinctive designation, number of shares, or title as shall be fixed by the Board of Directors prior
to the issuance of any shares thereof. Each such class or series of Preferred Stock shall consist of such number of shares, and
have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions
providing for the issue of such series of Preferred Stock as may be adopted from time to time by the Board of Directors prior
to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it, all in accordance with the laws
of the State of Delaware.”
SECOND:
That said amendments were duly adopted in accordance with the provisions of Section 242 and Section 228 of the General Corporation
Law of Delaware.
IN
WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its
President this ____ day of ______, 2018.
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Progreen
US, Inc.
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By:
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President
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