This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 September 30, 2018 as filed with the Securities and Exchange Commission on January 3, 2019 and amended by Form 10-K/A filed August 16, 2019 (collectively the “2018 10-K”).
Stockholders Should Read the Entire Proxy Statement
Carefully Prior to Returning Their Proxies
PROXY STATEMENT
FOR
2019 ANNUAL MEETING OF STOCKHOLDERS
General Information
The accompanying proxy is solicited by the board of directors of AngioSoma, Inc. for use at our 2019 annual meeting of stockholders to be held on Friday, October 25, 2019, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of 2019 Annual Meeting of Stockholders. The date of this proxy statement is September 6, 2019, the approximate date on which this proxy statement and the enclosed proxy were first sent or made available to our stockholders.
This proxy statement and the accompanying proxy card are being mailed to owners of our common shares in connection with the solicitation of proxies by the board of directors for the 2019 annual meeting of stockholders. This proxy procedure is necessary to permit all common stockholders, many of whom live throughout the United States and are unable to attend the 2019 annual meeting in person, to vote. We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.
Electronic access. To access our proxy statement and 2018 10-K electronically, please visit our corporate website at www.angiosoma.com. The information which appears on our website is not part of this proxy statement.
Voting securities. Only our stockholders of record as of the close of business on August 28, 2019, the record date for the 2019 annual meeting, will be entitled to vote at the meeting and any adjournment thereof. As of that date, there were 165,327,283 shares of our common stock issued and outstanding, all of which are entitled to vote with respect to all matters to be acted upon at the 2019 annual meeting. Each holder of record as of that date is entitled to one vote for each share held. In accordance with our by-laws, one-tenth of the outstanding shares of the Corporation entitled to vote represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. The holder of the Series E preferred stock is entitled to vote double the number of votes of all other securities resulting in a two-thirds vote. Therefore, the holder of the Series E preferred stock has the right to create a quorum to hold the 2019 annual meeting and conduct business. Presence may be in person or by proxy. You will be considered part of the quorum if you voted on the Internet, by telephone, by facsimile or by properly submitting a proxy card or voting instruction form by mail, or if you are present and vote at the 2019 annual meeting. Votes for and against, abstentions and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum.
Broker non-votes. If you are a beneficial owner whose shares are held of record by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker, bank or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker, bank or other nominee can register your shares as being present at the 2019 annual meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required. Your broker, bank or other nominee has discretionary voting authority to vote your shares on the ratification of the independent registered public accounting firm (proposal 2), even if the broker, bank or other nominee does not receive voting instructions from you. Your broker, bank or other nominee, however, does not have discretionary authority to vote on any of the other proposals to be considered at the 2019 annual meeting without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters. In any event, it is particularly important that you instruct your broker as to how you wish to vote your shares.
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Voting of proxies. All valid proxies received prior to the meeting will be exercised. All shares represented by a proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be voted by the individuals named on the proxy card as recommended by the board of directors. A stockholder giving a proxy has the power to revoke his or her proxy, at any time prior to the time it is exercised, by delivering to our corporate secretary a written instrument revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person. A stockholder wanting to vote in person at the 2019 annual meeting and holding shares of our common stock in street name must obtain a proxy card from his or her broker and bring that proxy card to the 2019 annual meeting, together with a copy of a brokerage statement reflecting such share ownership as of the record date.
Vote required. Alex K. Blankenship, our sole director, is the owner and holder of all the issued and outstanding shares of Series E preferred stock. Series E preferred stock, voting as a class, has the number of votes equal to twice the number of votes of all outstanding shares of capital stock such that the holder of outstanding shares of Series E preferred stock shall always constitute two-thirds of the voting rights of the corporation. Therefore, proposal 1 & 2 will be approved if Ms. Blankenship casts an affirmative vote. Proposal 3 is a non-binding advisory vote.
Director’s recommendations. Our sole director recommends a vote FOR proposals 1 & 2.
Attendance at the meeting. You are invited to attend the annual meeting only if you were an AngioSoma stockholder or joint holder as of the close of business on August 28, 2019, the record date, or if you hold a valid proxy for the 2019 annual meeting. In addition, if you are a stockholder of record (owning shares in your own name), your name will be verified against the list of registered stockholders on the record date prior to your being admitted to the annual meeting. If you are not a stockholder of record but hold shares through a broker or nominee (in street name), you should provide proof of beneficial ownership on the record date, such as a recent account statement or a copy of the voting instruction card provided by your broker or nominee. The meeting will begin at 9:00 a.m. local time. Check-in will begin at 8:45 a.m. local time.
Communications with our director. You may contact our director by writing to her c/o AngioSoma, Inc., 2500 Wilcrest Drive, 3rd Floor, Houston, Texas 77042. Each communication should specify the general topic of the communication. We generally will not respond to a stockholder communication that is determined to be primarily commercial in nature, that relates to an improper or irrelevant topic, or that requests general information about AngioSoma.
Who can help answer your questions? If you have additional questions after reading this proxy statement, you may seek answers to your questions by writing, calling or emailing:
Sonfield & Sonfield
Robert L. Sonfield, Jr.
2500 Wilcrest Drive
Suite 300
Houston, Texas 77042
Telephone: (713) 877-8333
Telecopier: (713) 877-1547
email: robert@sonfield.com
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