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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COATES
INTERNATIONAL, LTD.
(Name
of Registrant As Specified In Charter)
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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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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COATES
INTERNATIONAL, LTD.
Highway
34 & Ridgewood Road
Wall
Township, New Jersey 07719
(732)
449-7717
NOTICE
OF ACTION TAKEN BY WRITTEN CONSENT OF OUR MAJORITY STOCKHOLDER
To
Our Stockholders:
We
are writing to advise you that as a result of George J. Coates, our majority stockholder, owning approximately 82.4% of the combined
voting power of the common and preferred stock, by written consent in lieu of a stockholders' meeting dated April 3, 2018, the
stockholders of Coates International, Ltd. (“the Corporation”) have approved and authorized a modification of the
previously approved corporate actions that are to be taken to change the Corporation’s state of domicile from the State
of Delaware to the State of Nevada. This modification was approved by the board of directors on March 30, 2018. This change in
domicile was previously announced on January 19, 2018 and reported in a letter to the stockholders dated February 1, 2018.
The
modification involves the number of authorized shares of common stock, par value $0.0001 per share (“Common Stock”)
and preferred stock, par value $0.001 per share (“Preferred Stock”) and the number of shares of Preferred Stock that
will be designated as Series A Preferred Stock (“Series A”) and Series B Convertible Preferred Stock (“Series
B”). Subsequent to the mailing of the stockholder letter dated February 1, 2018, the Corporation undertook another mailing
to stockholders dated March 12, 2018 which communicated that the Corporation would file a Certificate of Validation with the State
of Delaware. In that mailing, it was explained that the number of authorized shares of capital stock would be reduced to 120 million
shares of Common Stock and 350,000 shares of preferred stock, consisting of 5,000 shares designated as Series A and 345,000 shares
designated as Series B.
In
the previously reported plan to effectuate the conversion from Delaware to Nevada it was communicated that the number of authorized
shares would remain the same. However, the Corporation has determined that based on its anticipated needs for future issuances
of capital stock and maintenance of required reserves of such shares, that in connection with filing the Certificate of Conversion
and new Articles of Incorporation with the State of Nevada, the number of authorized shares of capital stock shall consist of
2,400,000,000 shares of Common Stock and 100,000,000 shares of Preferred Stock, 1,000,000 of which shall be designated as Series
A and 10,000,000 of which shall be designated as Series B. The proposed increase in the number of authorized shares of capital
stock will enable the Corporation to raise funds to meet its ongoing needs for working capital without experiencing unanticipated
delays in the event of a shortfall in the future of the number of authorized shares of capital stock.
PLEASE
NOTE THAT THE NUMBER OF VOTES RECEIVED FROM THE MAJORITY STOCKHOLDER BY WRITTEN CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER
VOTE REQUIREMENT FOR THIS ACTION UNDER DELAWARE LAW AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THE ACTION
.
No
action is required by you. The accompanying Information Statement is furnished only to inform stockholders of the action taken
by written consent described above before it takes effect in accordance with Rule 14c-2, promulgated under the Securities Exchange
Act of 1934, as amended. This Information Statement is first being mailed to you on or about April 16, 2018, and we anticipate
the effective date of the proposed actions to be on May 7, 2018, or as soon thereafter as practicable in accordance with applicable
state and federal law.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Copies
of this Information Statement are expected to be mailed on or about April 16, 2018, to the holders of record on the Record Date
of our outstanding shares. The matters that are subject to approval of the Stockholders will not be completed until at least 20
calendar days after the initial mailing of this Information Statement. This Information Statement is being delivered only to inform
you of the corporate action described herein before it takes effect in accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
We
have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners
of our capital stock held of record and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
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April
16, 2018
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Very
truly yours,
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/s/
Barry C. Kaye
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Barry
C. Kaye, Treasurer and Chief Financial Officer
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THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF THE CORPORATION
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
Coates
International, Ltd.
2100
Highway 34 & Ridgewood Road
Wall
Township, NJ 07719
(732)
449-7717
INFORMATION
STATEMENT
(Definitive)
April
16, 2018
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”)
of the common stock, par value $0.0001 per share (the “Common Stock”), of Coates International, Ltd., a Delaware Corporation
(the “Corporation”), to notify such Stockholders of the following:
On
March 30, 2018, the Corporation approved and authorized a modification of the previously approved corporate actions that are to
be taken to change the Corporation’s state of domicile from the State of Delaware to the State of Nevada.
On
March 30, 2018, the Board of Directors of the Corporation approved the aforementioned modification to the corporate actions that
will be taken to change the Corporation’s state of domicile from the State of Delaware to the State of Nevada, subject to
Stockholder approval. The Majority Stockholder approved this action by written consent in lieu of a meeting on April 3, 2018 in
accordance with the Delaware General Corporation Law. Accordingly, your consent is not required and is not being solicited in
connection with the approval of this action.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
ACTION
TO BE TAKEN
This
Information Statement contains a brief summary of the material aspects of the modification to the action approved by the Board
and the holders of the majority of the outstanding voting capital stock of the Corporation.
MODIFICATION
TO CORPORATE ACTIONS TO EFFECTUATE A CHANGE IN DOMICILE FROM A DELAWARE CORPORATION TO A NEVADA CORPORATION
The
Board of Directors of the Corporation has approved and authorized the aforementioned modification to the corporate actions that
are to be taken to change the Corporation’s state of domicile from the State of Delaware to the State of Nevada.
Reasons
for the Modification
The
modification involves the number of authorized shares of common stock, par value $0.0001 per share (“Common Stock”)
and preferred stock, par value $0.001 per share (“Preferred Stock”) and the number of shares of Preferred Stock that
will be designated as Series A Preferred Stock (“Series A”) and Series B Convertible Preferred Stock (“Series
B”). On March 13, 2018, the Corporation filed a Definitive Schedule 14C which communicated that the Corporation would file
a Certificate of Validation with the State of Delaware, which would have the effect of reducing the number of authorized shares
of capital stock to 120,000,000 shares of Common Stock and 350,000 shares of preferred stock, consisting of 5,000 shares designated
as Series A and 345,000 shares designated as Series B.
Management
of the Corporation has determined that based on its anticipated needs for future issuances of capital stock and maintenance of
required reserves of such shares, that the number of authorized shares of capital stock should be increased in connection with
filing the Certificate of Conversion and new Articles of Incorporation with the State of Nevada. Pursuant to the modification,
the number of authorized shares of capital stock shall consist of 2,400,000,000 shares of Common Stock and 100,000,000 shares
of Preferred Stock, 1,000,000 of which shall be designated as Series A and 10,000,000 of which shall be designated as Series B.
The proposed increase in the number of authorized shares of capital stock will enable the Corporation to raise funds to meet its
ongoing needs for working capital without experiencing unanticipated delays in the event of a shortfall in the future, of the
number of authorized shares of capital stock.
Possible
Disadvantages of the Modification of the Previously Approved Corporate Actions
While
an increase in the number of authorized shares of capital stock enables the issuance of additional shares of stock resulting in
dilution of existing stockholders, up until the Certificate of Validation was filed with the State of Delaware, the number of
authorized shares of capital stock was actually significantly higher than the amounts being proposed in the modification of the
previously approved corporate actions.
VOTES
REQUIRED TO APPROVE THE PROPOSAL
As
of April 3, 2018, the date the consent of the majority stockholder was provided, there were 45,300,693 shares of Common Stock
issued and outstanding, 3,601 shares of Series A issued and outstanding and 281,378 shares of Series B issued and outstanding.
Each share of Common Stock is entitled to one vote, each share of Series A is entitled to 10,000 votes, and each share of Series
B is entitled to 1,000 votes, representing a total of 362,688,691 of eligible votes of all shareholder. For approval of the modification
to the corporate actions that are to be taken to change the Corporation’s state of domicile from the State of Delaware to
the State of Nevada, 181,344,346 votes were required.
CONSENTING
STOCKHOLDERS
As
of April 3, 2018, the date the consent of the majority stockholder was provided, George J. Coates held 2,899,560 shares of Common
Stock, 3,601 shares of Series A and 260,020 shares of Series B, entitling him to 298,929,560 votes or 82.4% of the total number
of votes outstanding. On April 3, 2018, Mr. Coates approved and authorized the modification of the previously approved corporate
actions that are to be taken to change the Corporation’s state of domicile from the State of Delaware to the State of Nevada.
Under
Section 14(c) of the Exchange Act, the transaction cannot become effective until the expiration of the 20-day period.
DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no right under the Delaware General Corporation Law and the Corporation’s articles of incorporation consistent
with the above or the Corporation’s By-Laws to dissent from any of the provisions adopted as set forth herein.
ADDITIONAL
INFORMATION
The
Corporation 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 Corporation 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”).
The
following documents as filed with the Commission by the Corporation are incorporated herein by reference:
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1.
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Quarterly
Report on Form 10-Q for the quarter ended September 30, 2017
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2.
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Annual
Report on Form 10-K for the year ended December 31, 2016
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Dated:
April 16, 2018
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By
Order of the Board of Directors
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/s/
Barry C. Kaye
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Barry
C. Kaye
Treasurer
and Chief Financial Officer
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