IMPORTANT
NOTICE REGARDING THE INTERNET AVAILABILITY OF INFORMATION STATEMENT
The
Information Statement is also available at the Securities and Exchange Commission’s website,
www.sec.gov
.
Dated:
February 25, 2019
|
By
Order of the Board of Directors,
|
|
|
|
|
|
/s/
Robert A. Blair
|
|
|
Robert
A. Blair, Chief Executive Officer,
|
|
|
Chief
Financial Officer and Director
|
|
LIFEAPPS
BRANDS, INC.
2435
Dixie Highway
Wilton,
FL 33305
INFORMATION
STATEMENT
February
25, 2019
This
Information Statement is being furnished to stockholders of LifeApps Brands, Inc., a Delaware corporation (“LifeApps,”
the “Company,” “we,” “us,” or “our”) to advise them of corporate actions approved
without a meeting by less than unanimous written consent of stockholders. This action is the adoption of an amendment (the “Charter
Amendment”) to our certificate of incorporation (the “Certificate of Incorporation”) to increase our authorized
capitalization from 500,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock,
par value $0.001 per share, to 1,000,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred
stock, par value $0.001 per share.
The
Charter Amendment requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote thereon.
There
are no rights of appraisal or similar rights of dissenters with respect to the Charter Amendment.
A
copy of the Charter Amendment is attached to this Information Statement as
Appendix A
.
We
are sending this Information Statement to our stockholders of record as of the close of business on February 11, 2019. As of such
date, there were outstanding 268,342,922 shares of our common stock. The holders of our outstanding shares of common stock are
entitled to one vote per share registered in their names on our books at the close of business on such date.
Our
Board of Directors, by written consent on February 11, 2019, has approved, and stockholders holding an aggregate of 198,249,541
shares (approximately 74%) of our outstanding shares of common stock on that date, have consented in writing to, the Charter Amendment.
Accordingly, all corporate actions necessary to authorize the Charter Amendment has been taken. Under Section 228 of the Delaware
General Corporation Law (as the same may be supplemented or amended from time to time, the “DGCL”), any action required
or permitted by the DGCL to be taken at an annual or special meeting of stockholders of a Delaware corporation may be taken without
a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having at least a majority of the voting power that would be necessary to authorize or take such
action at a meeting. Prompt notice of the approval of the Charter Amendment must be given to those stockholders who have not consented
in writing to the action and who, if the action had been taken at a meeting, would otherwise have been entitled to notice of the
meeting.
This information statement constitutes the notice required by Section 228 of the DGCL.
In
accordance with the regulations under the Securities Exchange Act of 1934, as amended, the Charter Amendment will not become effective
until at least twenty (20) days after we have furnished this Information Statement to our stockholders. Promptly following the
expiration of this 20-day period, we intend to file the Charter Amendment with the Delaware Secretary of State. The Charter Amendment
will become effective upon its filing with the Delaware Secretary of State.
PLEASE
BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT
TO SEND
US A PROXY.
Our
executive offices are located at 2435 Dixie Highway, Wilton, FL 33305.
This
Information Statement is first being sent or given to the holders of our outstanding shares of common stock, our only class of
voting securities outstanding, on or about March 1, 2019. Each holder of record of shares of our shares of common stock at the
close of business on February 11, 2019, is entitled to receive a copy of this Information Statement.
FREQUENTLY
ASKED QUESTIONS
The
following questions and answers are intended to respond to frequently asked questions concerning the actions approved by our Board
of Directors and a majority of the stockholders entitled to vote. These questions do not, and are not intended to, address all
the questions that may be important to you. You should carefully read the entire Information Statement, as well as its appendices
and the documents incorporated by reference in this Information Statement.
|
Q:
|
WHY
AREN’T WE HOLDING A MEETING OF STOCKHOLDERS?
|
|
A:
|
Our
Board of Directors has already approved the Charter Amendment and has received the written consent of a majority of the voting
interests entitled to vote on such actions. Under the DGCL these actions may be approved by the written consent of a majority
of the voting interests entitled to vote on such matters. Since we have already received written consents representing the
necessary number of votes, a meeting is not necessary and represents a substantial and avoidable expense.
|
|
Q:
|
WHAT
ARE THE PURPOSES OF THE INCREASE IN AUTHORIZED CAPITAL?
|
|
A:
|
The
purposes of the Amendment are to authorize additional shares of common stock for general corporate purposes including, but
not limited to, the raising of capital, for mergers and acquisitions, and to provide compensation that is not payable in cash.
At the present time, we have no plans, proposals or arrangements, written or otherwise, to issue any of the additional shares
of our common stock that will become available as a result of the increase in our authorized common stock.
|
|
Q:
|
CAN
I REQUIRE YOU TO PURCHASE MY STOCK?
|
|
A:
|
No.
Under the DGCL, you are not entitled to appraisal and purchase of your stock as a result of the Charter Amendment.
|
|
Q:
|
WHO
WILL PAY THE COSTS OF THE CHARTER AMENDMENT?
|
|
A:
|
We
will pay all of the costs of the Charter Amendment, including distributing this Information Statement. To the extent applicable,
we may also pay brokerage firms and other custodians for their reasonable expenses for forwarding information materials to
the beneficial owners of our shares of common stock. We are not soliciting any proxies and will not contract for other services
in connection with the stockholder action approving the Charter Amendment.
|
AMENDMENT
OF CERTIFICATE OF INCORPORATION
Our
Board of Directors and stockholders holding a majority of our outstanding shares of common stock (the “Majority Stockholders”)
have approved the Charter Amendment to increase our authorized capitalization from 500,000,000 shares of common stock, par value
$0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, to 1,000,000,000 shares of common stock,
par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
We
intend to file, as soon as practicable on or after the twentieth (20
th
) day after this Information Statement is furnished
to our stockholders, the Charter Amendment effectuating the above-described amendments with the Delaware Secretary of State. The
Charter Amendment will become effective on the date it is accepted for filing with the Delaware Secretary of State. It is presently
contemplated that such filing will be made on or after March 20, 2019.
INCREASE
IN AUTHORIZED CAPITAL STOCK
Our
Certificate of Incorporation authorizes us to issue 500,000,000 shares of common stock, par value $0.001 per share, and 10,000,000
shares of preferred stock, par value $0.001 per share. Our Board of Directors and the Majority Stockholders have approved the
Charter Amendment to increase our authorized capitalization to 1,000,000,000 shares of common stock, par value $0.001 per share,
and 10,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof, there are 268,342,922 shares of common
stock issued and outstanding and one share of Series A Convertible Preferred Stock issued and outstanding.
The
increase in authorized capital will not have any immediate effect on the rights of our existing stockholders. However, our Board
of Directors will have the authority to issue authorized shares of common stock or preferred stock at such times, for such purposes
and for such consideration as the Board of Directors may determine to be appropriate without requiring future stockholder approval
of such issuances, except as may be required by applicable law or applicable stock exchange regulations. At the present time,
we have no plans, proposals or arrangements, written or otherwise, to issue any of the additional shares of our common stock that
will become available as a result of the increase in our authorized common stock.
Description
of Securities
Common
Stock
We
are a Delaware corporation, and our affairs are governed by our Certificate of Incorporation, our by-laws and the DGCL. The following
are summaries of material provisions of our Certificate of Incorporation and the DGCL insofar as they relate to the material terms
of our shares of common stock. The following summary description relating to our share capital does not purport to be complete
and is qualified in its entirety by our Certificate of Incorporation and by-laws.
Our
Board of Directors believes that the increase in authorized shares of common stock is desirable in order to provide us with a
greater degree of flexibility to issue shares of common stock, without the expense and delay of a special stockholders’
meeting, in connection with future equity financings, future opportunities for expanding the business through investments or acquisitions,
management incentive and employee benefit plans and for other general corporate purposes. At the present time, we have no plans,
proposals or arrangements, written or otherwise, to issue any of the shares of our common stock that will become available as
a result of the increase in our authorized common stock.
To
the extent that additional authorized shares of common stock are issued in the future, they will decrease our existing stockholders’
percentage equity ownership and, depending upon the price at which they are issued, could be dilutive to the existing stockholders.
The holders of our shares of common stock have no preemptive rights.
Voting
Holders
of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of
shares of common stock do not have cumulative voting rights. Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the Company, the holders of shares of common stock are entitled
to share pro rata all assets remaining after payment in full of all liabilities.
Holders
of shares of common stock have no preemptive rights to purchase shares of common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the shares of common stock.
Dividends
The
holders of our shares of common stock are entitled to such dividends as may be declared by our Board of Directors. We have not
paid any dividends on our shares of common stock to date. The payment of dividends in the future will be contingent upon our revenues
and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion
of our then Board of Directors. It is the present intention of our Board of Directors to retain all earnings, if any, for use
in our business operations and, accordingly, our Board of Directors does not anticipate declaring any dividends in the foreseeable
future.
Preferred
Stock
We
are currently authorized to issue 10,000,000 blank check shares of preferred stock, $0.001 par value per share with designations,
rights and preferences determined from time to time by our Board of Directors. The Charter Amendment will not increase the number
of authorized shares of preferred stock.
Shares
of preferred stock may be issued from time to time in one or more series, each of which will have such distinctive designation
or title as shall be determined by our Board of Directors prior to the issuance of any shares thereof. Shares of preferred stock
will 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 class or 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. The number of authorized shares of preferred stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority
of the voting power of all the then outstanding shares of our capital stock entitled to vote generally in the election of the
directors, voting together as a single class, without a separate vote of the holders of the preferred stock, or any series thereof,
unless a vote of any such holders is required pursuant to any preferred stock designation.
On
January 24, 2019 we filed a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate
of Designations”) with the Delaware Secretary of State. On January 25, 2019, in connection with the closing under the January
25,2019 Securities Exchange Agreement among us, LGBT Loyalty LLC, a New York limited liability company, and Maxim Partners, LLC,
a New York limited liability company (the “Securities Exchange Agreement”), we issued the one share of Series A Convertible
Preferred Stock authorized by the Certificate of Designations. The share of Series A Convertible Preferred Stock has no voting,
liquidation or other rights other than the right to convert automatically into shares of our common stock immediately following
the filing of the Charter Amendment with the Delaware Secretary of State and the automatic exercises (the “Management Warrant
Exercises”) of certain Company warrants dated January 25,2019 held by Brian Neal and Robert Gayman (the “Management
Warrants”).
We
do not have any current plans, proposals or arrangements, written or otherwise, to create or issue any additional shares of preferred
stock using the “blank check” authority afforded our Board of Directors by our Certificate of Incorporation. However,
our Board of Directors believes that this authority is beneficial because it provides us with increased flexibility in pursuit
of equity financing. Having authorized “blank check” preferred stock permits us to issue preferred stock for purposes
that may be identified in the future, including (i) to raise additional capital or (ii) to engage in a range of investment and
strategic opportunities through equity financings. The shares of preferred stock permit our Board of Directors to undertake the
foregoing actions on an expedited basis, without the delay and expense ordinarily attendant on obtaining further shareholder approvals.
In addition, our Board of Directors believes that the having authorized “blank check” preferred stock improves our
ability to attract needed investment capital, as various series of the preferred stock may be customized to meet the needs of
any particular transaction or market conditions. “Blank check” preferred stock is commonly authorized by publicly
traded companies and is frequently used as a preferred means of raising capital. In particular, in recent years, smaller companies
have been required to utilize senior classes of securities to raise capital, with the terms of those securities being highly negotiated
and tailored to meet the needs of both investors and the issuing companies. Such senior securities typically include liquidation
and dividend preferences, protections, conversion privileges and other rights not found in shares of common stock.
The
issuance of additional preferred stock could affect the relative rights of the holders of our shares of common stock. Depending
on the exact powers, preferences and rights, if any, of the preferred stock as determined by our Board of Directors at the time
of issuance, the voting power and economic interest of the holders of our shares of common stock may be diluted. For example,
the holders of preferred stock may be entitled to (i) certain preferences over the holders of our shares of common stock with
respect to dividends or the power to approve the declaration of a dividend, (ii) in the event of liquidation of our company, receive
a certain amount per share of their preferred stock before the holders of our shares of common stock receive any distribution,
(iii) rights to convert their preferred stock into shares of common stock, and (iv) voting rights which would tend to dilute the
voting rights of the holders of our shares of common stock. The aforementioned are only examples of how additional shares of our
preferred stock, if issued, could result in:
|
●
|
Reduction
of the amount of funds otherwise available for payment of dividends on our shares of common stock;
|
|
●
|
Restrictions
on dividends on our shares of common stock;
|
|
●
|
Dilution
of the voting power of our shares of common stock; and
|
|
●
|
Restrictions
on the rights of holders of our shares of common stock to share in our assets upon liquidation until satisfaction of any liquidation
preference granted to the holders of our preferred stock.
|
Possible
Anti-Takeover Effects of the Proposed Increase in Authorized Capital Stock
The
increase in authorized capital with respect to the authorized number of shares of common stock and the subsequent issuance of
such shares could have the effect of delaying or preventing a change in control of our company without further action by our stockholders.
Authorized and unissued shares of common stock could be issued (within the limits imposed by applicable law) in one or more transactions.
Any such issuance of additional shares of common stock could have the effect of diluting the earnings per share and book value
per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting
rights of a person seeking to obtain control of us.
Our
Board of Directors acknowledges that the issuance of additional preferred stock may have the effect of discouraging or thwarting
persons seeking to take control of us through a corporation transaction, tender offer or a proxy fight or otherwise seeking to
bring about the removal of our incumbent management. Because the authorization of “blank check” preferred stock could
be used by our Board of Directors for the adoption of a shareholder rights plan or “poison pill,” the preferred stock
may be viewed as having the effect of discouraging an attempt by another person or entity to acquire control of us through the
acquisition of a substantial numbers of shares of common stock.
While
the Charter Amendment may have anti-takeover ramifications, our Board of Directors believes that the reasons for such the Charter
Amendment set forth above outweigh any disadvantages. To the extent that such amendment may have anti-takeover effects, such amendment
may encourage persons seeking to acquire our company to negotiate directly with the Board of Directors, enabling the Board of
Directors to consider the proposed transaction in a manner that best serves our stockholders’ interests. The Charter Amendment
has not been made in response to, and is not being presented to deter, any effort to obtain control of us.
No
Dissenters’ Rights
Under
the DGCL and our Certificate of Incorporation, holders of our voting securities are not entitled to any rights of appraisal or
similar rights of dissenters with respect to the Charter Amendment.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information with respect to the beneficial ownership of our common stock, our only outstanding class
of voting stock, known by us as of February 11, 2019, by:
|
●
|
each
person or entity known by us to be the beneficial owner of more than 5% of our common stock;
|
|
●
|
each
of our executive officers; and
|
|
●
|
all
of our directors and executive officers as a group.
|
Except
as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common
stock owned by them, except to the extent such power may be shared with a spouse.
Unless
otherwise noted, the address of each person below is c/o LifeApps Brands, Inc., 2435 Dixie Highway, Wilton, FL 33305.
Title
of Class: Common Stock
Name
and Address of Beneficial Owner
|
|
Amount
and Nature
of Beneficial
Ownership
(1)
|
|
|
Percentage
of Class
(2)
|
|
Beneficial
Owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maxim
Partners, LLC
402
Lexington Avenue
New
York, NY 10174
|
|
129,558,574
shares, direct
|
(3)
|
|
46.77
|
%
|
Robert
Gayman
|
|
19,170,860
shares, direct
|
(4)
|
|
7.05
|
%
|
|
|
|
|
|
|
|
Directors
and Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
A. Blair
|
|
2,000,000
shares, direct
|
|
|
0.75
|
%
|
Brian
Neal
|
|
55,109,458
shares, direct
|
(5)
|
|
20.26
|
%
|
Lawrence
P. Roan
|
|
9,654,525
shares, direct
|
|
|
3.60
|
%
|
|
|
|
|
|
|
|
All
directors and executive officers as a group (3 persons)
|
|
66,763,983
|
(5)
|
|
24.10
|
%
|
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”). For
this purpose, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise, has or shares (a) the power to vote, or to direct the voting of, such security
and/or (b) the power to dispose, or to direct the disposition of, such security. Shares of common stock subject to options
or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of February 11, 2019, are deemed
outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing
the percentage of any other person.
|
|
(2)
|
Percentages
based upon 268,342,922 shares of common stock outstanding as of February 11, 2019.
|
|
(3)
|
Includes
8,598,578 shares of common stock automatically issuable pursuant to the automatic conversion of the outstanding share of Series
A Convertible Preferred Stock immediately following the filing of the Charter Amendment and the Management Warrant Exercises.
The Management Warrants are held by Brian Neal, our President, and Robert Gayman, our former Executive Management Consultant,
and were issued in connection with the cancellation of an aggregate of $348,312 in compensation and interest due by us to
Brian Neal, Robert Gayman and Robert A. Blair, our Chief Executive Officer and Chief Financial Officer, through and including
December 31, 2018. The Management Warrants are automatically exercisable for shares of our restricted common stock following
the filing of the Charter Amendment at an exercise price equal to $0.0405 per share which represents a 10% discount to $0.0450
which represents the volume weighted average price for our common stock during the three trading days ending on the seventh
trading day following January 31, 2019, the date on which we filed a Current Report on Form 8-K disclosing the execution of
and closing under the Securities Exchange Agreement. The Series A Convertible Preferred Stock converts, subject to a 49.99%
ownership blocker, into 8,598,578 shares of our restricted common stock which equals 99.98% of the number of shares issued
upon the Management Warrant Exercises.
|
|
(4)
|
Includes
3,990,840 shares of common stock issuable upon the exercise of Management Warrants owned by Mr. Gayman. The Management Warrants
owned by Mr. Gayman were issued in connection with the cancellation of an aggregate of $161,629 in compensation and interest
due by us to Mr. Gayman through and including December 31, 2018. The Management Warrants are automatically exercisable for
shares of our restricted common stock following the filing of the Charter Amendment at an exercise price of $0.0405 per share
which represents a 10% discount to $0.0450 which represents the volume weighted average price for our common stock during
the three trading days ending on the seventh trading day following January 31, 2019, the date on which we filed a Current
Report on Form 8-K disclosing the execution of and closing under the Securities Exchange Agreement.
|
|
(5)
|
Includes
4,609,458 shares of common stock issuable upon the exercise of Management Warrants owned by Mr. Neal. The Management Warrants
owned by Mr. Neal were issued in connection with the cancellation of an aggregate of $186,683 in compensation and interest
due by us to Mr. Neal and Robert A. Blair through and including December 31, 2018. The Management Warrants are automatically
exercisable for shares of our restricted common stock following the filing of the Charter Amendment at an exercise price of
$0.0405 per share which represents a 10% discount to $0.0450 which represents the volume weighted average price for our common
stock during the three trading days ending on the seventh trading day following January 31, 2019, the date on which we filed
a Current Report on Form 8-K disclosing the execution of and closing under the Securities Exchange Agreement.
|
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, 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 the Company can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained
upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the SEC maintains a web site on the Internet (
http://www.sec.gov
) that contains reports, information
statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering,
Analysis and Retrieval System.
You
may request a copy of these filings, at no cost, by writing LifeApps Brands, Inc. at 2435 Dixie Highway, Wilton, FL 33305 or
telephoning the Company at (954) 947-6133. Any statement contained in a document that is incorporated by reference will be modified
or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document
that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any
statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
This
Information Statement is provided to the Stockholders only for information purposes in connection with the Authorized Share Increase,
pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
Dated:
February 25, 2019
|
By
Order of the Board of Directors,
|
|
|
|
/s/
Robert A. Blair
|
|
Robert
A. Blair
|
|
Chief
Executive Officer, Chief Financial
|
|
Officer
and Director
|
APPENDIX
A
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
LIFEAPPS
BRANDS, INC.
The
undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does
hereby certify:
FIRST
:
That by unanimous written consent of the Board of Directors of LifeApps Brands, Inc., in lieu of a meeting, in accordance with
Section 141 of the General Corporation Law of the State of Delaware, a resolution was duly adopted setting forth the proposed
amendment of the Certificate of Incorporation (the “Certificate of Incorporation”) of said corporation, declaring
said amendment to be advisable and calling for the stockholders of said corporation to approve said amendment by written consent
in accordance with 228 of the General Corporation Law of the State of Delaware. The resolution setting forth the proposed amendment
is as follows:
|
|
RESOLVED
,
that the Certificate of Incorporation of the Corporation be amended by changing Article
Fourth thereof so that, as amended, said Article shall be and read as follows:
|
|
|
FOURTH:
The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock, par value $0.001 per
share (“Common Stock”) and Preferred Stock, par value $0.001 per share (“Preferred Stock”). The total
number of shares of Common Stock that the Corporation shall have authority to issue is one billion (1,000,000,000). The total
number of shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000).
|
|
|
The
Board of Directors of the Corporation is hereby granted the power to authorize by resolution, duly adopted from time to time,
the issuance of any or all of the preferred stock in any number of classes or series within such classes and to set all terms
of such preferred stock of any class or series, including, without limitation, its powers, preferences, rights, privileges, qualifications,
restrictions and/or limitations. The powers, preference, rights, privileges, qualifications, restrictions and limitations of each
class or series of the preferred stock, if any, may differ from those of any and all other classes or other series at any time
outstanding. Any shares of any one series of preferred stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereof
shall be cumulative.
|
SECOND
:
That thereafter, pursuant to resolution of its Board of Directors, stockholders of said corporation holding the necessary number
of shares as required by statute consented to the said amendment in writing, in lieu of a meeting, in accordance with Section
228 of the General Corporation Law of the State of Delaware.
THIRD
:
That said 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
, said corporation has caused this certificate to be signed this ____ day of _________, 2019.
|
LifeApps
Brands, Inc.
|
|
|
|
By:
|
|
|
|
|
Name:
|
Robert
A. Blair
|
|
|
Title:
|
Chief
Executive Officer,
|
|
|
|
Chief
Financial Officer and Director
|