UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.)
Check
the appropriate box:
x Preliminary Information Statement
o Confidential, for Use of the Commission Only
(as permitted by Rule 14A-6(e)(2))
o Definitive Information Statement
SIMLATUS
CORPORATION
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x No fee required.
o 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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o Fee paid previously with preliminary materials.
o 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.
(1) Amount Previously Paid:___________
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(4) Date Filed:___________
SIMLATUS
CORPORATION
175
Joerschke Dr., Ste. A
Grass Valley, CA 95945
NOTICE
OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
NOTICE
IS HEREBY GIVEN that the holders of more than a majority of the voting power of the stockholders of Simlatus Corporation, a Nevada
corporation (the Company we, us, or our),
have approved the following actions without a meeting of stockholders in accordance with Section 78.320 of the Nevada Revised
Statutes:
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The approval of an amendment to our Articles of Incorporation, increasing our authorized shares of common stock from 1,000,000,0000 shares to 10,000,000,000 shares.
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The
approval of an amendment to our Articles of Incorporation to authorize 50,000,000 shares of blank check preferred stock.
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The
action will become effective on or about the 20th day after the definitive information statement is mailed to our stockholders.
The
enclosed information statement contains information pertaining to the matters acted upon.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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By
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Order
of the Board of Directors
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Richard
Hylen
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Chief
Executive Officer
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September
__, 2020
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SIMLATUS CORPORATION
175 Joerschke Dr., Ste. A
Grass Valley, CA 95945
INFORMATION
STATEMENT
Action
by Written Consent of Stockholders
GENERAL
INFORMATION
WE
ARE NOT ASKING YOU FOR A PROXY,
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This
information statement is being furnished in connection with the action by written consent of stockholders taken without a meeting
described in this information statement.
What
action was taken by written consent?
We
obtained stockholder consent for the approval of amendments to our Articles of Incorporation to (i) increase our authorized shares
of common stock from 1,000,000,000 shares to 10,000,000,000 par value $.00001 per share, and (ii) authorize 50,000,000 shares
of blank check preferred stock. We previously filed Certificates of Change with the State of Nevada (the Certificates
of Change) on June 5, 2020 and June 11, 2020, reflecting increases in our authorized shares of common stock to 2,000,000,000
shares and 5,000,000,000 shares, respectively. However, those Certificates of Change were improperly filed under Nevada law and
will be corrected by the filing of Certificates of Correction under Article 78 of the Nevada Revised Statutes.
How
many shares of voting stock were outstanding on the date the action was approved?
On
August __, 2020, the date we received the consent of the holders of a majority of the voting power of our stockholders, there
were 2,616,895,224 shares of common stock outstanding, 5,763,749 shares of our Series A Preferred Stock outstanding, 500 shares
of our Series B Preferred Stock outstanding, and 35,583 shares of our Series C Preferred Stock outstanding. The Series A Preferred
Stock and Series C Preferred Stock are non-voting. Each share of Series B Preferred Stock has the right to cast a number of votes
equal to four times the votes of all of the shares of our outstanding common stock with respect to any and all matters presented
to the holders of common stock for their action.
What
vote was obtained to approve the amendment to the Articles of Incorporation described in this Information Statement?
We
obtained the approval of Richard Hylen, our Chief Executive Officer, who holds 102,369 shares of our common stock and all 500
shares of our Series B Preferred Stock, or approximately 99% of the voting power of our stockholders.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information
included in this Information Statement may contain forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). This information
may involve known and unknown risks, uncertainties and other factors which may cause the Companys actual results, performance
or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe the Companys future plans, strategies and
expectations, are generally identifiable by use of the words may, will, should, expect,
anticipate, estimate, believe, intend or project or the
negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based
on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements
will come to pass. The Companys actual results could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. The Company undertakes no obligation to update publicly any forward-looking statements
for any reason, even if new information becomes available or other events occur in the future.
AMENDMENT
TO THE ARTICLES OF INCORPORATION
TO
INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK FROM 1,000,000,000 TO 10,000,000,000
Our
Board of Directors and the holders of a majority of the voting power of our stockholders have approved an amendment to our Articles
of Incorporation to increase our authorized shares of Common Stock from 1,000,000,000 shares to 10,000,000,000 shares. The increase
in our authorized shares of Common Stock will become effective upon the filing of the amendment to our Articles of Incorporation
with the Secretary of State of the State of Nevada. We will file the amendment to our Articles of Incorporation to effect the
increase in our authorized shares of Common Stock (the Amendment) approximately (but not less than) 20 days
after the definitive information statement is mailed to stockholders.
The
form of the Certificate of Amendment to be filed with the Secretary of State of the State of Nevada to effect the increase is
set forth as Appendix A to this Information Statement.
Outstanding
Shares and Purpose of the Amendment
Our
Articles of Incorporation currently authorize us to issue a maximum of 1,000,000,000 shares of Common Stock. While the Certificates
of Change we filed in June 2020 reflected increases in our authorized shares of Common Stock to 2,000,000,000 shares and then
to 5,000,000,000 shares, those Certificates of Change were improperly filed under Nevada law and will be corrected by the filing
of Certificates of Correction under Article 78 of the Nevada Revised Statutes. As of August 14, 2020, we had 2,616,895,224 shares
of Common Stock issued and outstanding, which is less than the number of shares of Common Stock we have authorized under our Articles
of Incorporation (without giving effect to the Certificates of Change). In addition, we have entered into a series of financing
transactions which require us to maintain a reserve of shares for conversions of outstanding debt and exercise of warrants which
are at multiples of the number of shares from time to time issuable thereunder. Furthermore, in order to obtain future financings,
we will be required to have additional authorized and unissued shares reserved for issuance.
Outstanding
Convertible Notes
Our
outstanding convertible notes are convertible into common stock based upon a discount to the market price of our common stock
at the time of conversion. Therefore, the number of shares into which the notes are convertible varies with the market price of
our common stock. The total principal and interest amount of our convertible notes as of August 14, 2020 was approximately $639,344.
Amounts outstanding under our convertible notes convert into shares of common stock at fluctuating prices equal to our recent
market price at the time of conversion, discounted by thirty percent (30%) to fifty percent (50%) (depending on the terms of the
particular convertible note).
The
following table summarizes the number of shares of comment stock that could be issued upon conversion of our outstanding convertible
notes as of August 14, 2020, based upon a reasonable range of the recent market price of $0.0003 per share, and before giving
effect to the Reverse Stock Split:
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Number of Shares
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25% below the recent market price
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16,988,351,059
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50% below the recent market price
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25,482,526,588
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75% below the recent market price
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50,965,053,176
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Effects
of the Increase in Authorized Common Stock
In
the event of conversions of outstanding debt and exercise of warrants and the resulting increase in outstanding shares of Common
Stock, the additional shares of Common Stock will have the same rights as the presently authorized shares, including the right
to cast one vote per share of Common Stock. Although debt conversions, warrant exercises and the authorization of additional shares
will not, in itself, have any effect on the rights of any holder of our Common Stock, the future issuance of additional shares
of Common Stock pursuant to the conversions of outstanding debt and exercise of warrants, among others (other than by way of a
stock split or dividend), would have the effect of diluting existing stockholders.
At
present, the Board of Directors has no specific plans to issue the additional shares of Common Stock authorized by the Amendment
(except upon conversions of outstanding debt and exercise of warrants by our lenders). However, the Company anticipates that some
of these additional shares will be used in the future for various purposes without further stockholder approval, except as such
approval may be required in particular cases by our charter documents, applicable law or the rules of any stock exchange or other
quotation system on which our securities may then be listed. These purposes may include: raising capital, providing equity incentives
to employees, officers or directors, establishing strategic relationships with other companies, and expanding the Companys
business or product lines through the acquisition of other businesses or products.
We
could also use the additional shares of Common Stock that will become available pursuant to the Amendment to oppose a hostile
takeover attempt or to delay or prevent changes in control or management of the Company. Although the Boards approval of
the Amendment was not prompted by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts
directed at the Company), stockholders should be aware that the Amendment could facilitate future efforts by us to deter or prevent
changes in control of the Company, including transactions in which stockholders of the Company might otherwise receive a premium
for their shares over then current market prices.
AMENDMENT
TO THE ARTICLES OF INCORPORATION
TO
AUTHORIZE 50,000,000 SHARES OF BLANK CHECK PREFERRED STOCK
Our
Board of Directors and the holders of a majority of the voting power of our stockholders have approved an amendment to our Articles
of Incorporation authorizing the issuance of up to 50,000,000 shares of blank check preferred stock. The form of the
Certificate of Amendment to be filed with the Secretary of State of the State of Nevada to authorize such shares is set forth
as Appendix A to this Information Statement.
Purpose
of the Amendment
While
the Company has previously designated and issued shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred,
the Companys Board of Directors does not currently have the authority to issue additional shares of Preferred Stock. The
amendment will vest in the Board of Directors the authority to create one or more series of preferred stock and to determine by
resolution the terms of each such series referred to as blank check provisions, without further shareholder approval.
The authority of the Board of Directors with respect to each series, without limitation, includes a determination of the following:
(a) the number of shares to constitute the series; (b) the liquidation rights, if any; (c) the dividend rights and rates, if any;
(d) the rights and terms of redemption; (e) the voting rights, if any, which may be full, special, conditional, or limited; (f)
whether the shares will be convertible or exchangeable into securities of the Company, and the rates thereof, if any; (g) any
limitations on the payment of dividends on the common stock and non-voting common stock while any series is outstanding; (h) any
other provisions that are not inconsistent with the Articles of Incorporation; and (i) any other preference, limitations, or rights
that are permitted by law.
The
primary purpose of establishing a class of blank check preferred stock is to provide the Company with greater flexibility
with respect to future financing transactions. The Board of Directors has concluded that the Company should have a full range
of capital financing alternatives available in its Articles Incorporation to meet the needs of particular transactions and then
prevailing market conditions.
Effects
of Authorizing Blank Check Preferred Stock
The
rights of the holders of the Companys common stock may be adversely affected by the rights of the holders of any preferred
stock that may be issued in the future. To the extent that dividends will be payable on any issued shares of preferred stock,
the result would be to reduce the amount otherwise available for payment of dividends on outstanding shares of common stock, and
there might be restrictions placed on the Companys ability to declare dividends on its common stock or to repurchase shares
of common stock. The issuance of preferred stock having voting rights would dilute the voting power of the holders of common stock.
To the extent that preferred stock is made convertible into shares of common stock, the effect, upon such conversion, would also
be to dilute the voting power and ownership percentage of the holders of common stock. In addition, holders of preferred stock
would normally receive superior rights in the event of any dissolution, liquidation, or winding-up of the Company, thereby diminishing
the rights of the holders of common stock to distribution of the Companys assets. Shares of preferred stock of any series
would not entitle the holder to any pre-emptive right to purchase or subscribe for any shares of that or any other class.
The
Board of Directors believes that authorization of the preferred stock is in the best interests of the Company and its shareholders
and does not have any plans calling for the issuance of shares of preferred stock at the present time, other than the possible
issuance of approximately 15,600 shares of Series C Preferred Stock (or shares of a new class of preferred stock with similar
terms), in exchange for the cancellation of warrants to purchase approximately 83,000,000 shares of Common Stock, although no
agreement has been entered into with respect to such exchange. The designation and issuance of any series of preferred stock would
be on terms deemed by the Board of Directors to be in the best interests of the Company and its shareholders at that time.
The
amendment to the Articles of Incorporation to authorize preferred stock as proposed could also adversely affect the ability of
third parties to take over or change the control of the Company. The issuance of preferred stock with voting rights may, under
certain circumstances, create voting impediments with respect to changes in control of the Company or dilute the stock ownership
of holders of common stock seeking to obtain control of the Company. The ability of the Board to establish the rights of, and
to cause the Company to issue, substantial amounts of preferred stock without the need for shareholder approval could discourage
potential acquirers and therefore deprive shareholders of benefits they might otherwise obtain from an attempt to acquire ownership
or control of the Company, such as selling their shares at a premium over market price. Potentially, the issuance of preferred
stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent directors from office even
if such change would serve the interests of the Company and its shareholders.
While
the amendment may have anti-takeover ramifications, the Board believes that the benefits it would confer on the Company outweigh
any potential disadvantages. In addition to the enhanced ability to finance acquisitions and secure capital, as discussed above,
the Company would gain a degree of protection from hostile takeovers that might be contrary to the interests of the Company and
its shareholders. Notwithstanding the foregoing, the Board has no present intention to issue the authorized preferred shares for
any defensive or anti-takeover purpose, subject to the exercise of its fiduciary duties to the Company and its shareholders. Rather,
the Board intends to issue preferred shares only for the purpose of capital-raising transactions and for other corporate purposes
which the Board believes are in the best interests of the Company and its shareholders.
BENEFICIAL
OWNERSHIP OF SECURITIES AND SECURITY OWNERSHIP OF MANAGEMENT
The
following table and footnotes thereto sets forth information regarding the number of shares of common stock beneficially owned
by (i) each director and named executive officer of our company, (ii) each person known by us to be the beneficial owner of 5%
or more of its issued and outstanding shares of common stock, and (iii) all named executive officers and directors of the Company
as a group. In calculating any percentage in the following table of common stock beneficially owned by one or more persons named
therein, the following table assumes 2,616,895,224 shares of common stock issued and outstanding. Unless otherwise further indicated
in the following table, the persons and entities named in the following table have sole voting and sole investment power with
respect to the shares set forth opposite the shareholders name, subject to community property laws, where applicable. Unless
as otherwise indicated in the following table and/or the footnotes thereto, the address of each person beneficially owning in
excess of 5% of the outstanding common stock named in the following table is: 175 Joerschke Dr., Ste. A, Grass Valley, CA 95945.
Name and Address of Beneficial Owner
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Amount and
Nature of
Beneficial
Ownership(1)
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Percent
of Class(1)
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Named Executive Officers and Directors
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Richard Hylen
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102,369
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(2)
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*
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(2)
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Baron Tennelle
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—
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—
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Dusty Vereker
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—
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—
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Executive Officers and Directors as a Group (3 Persons)
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102,369
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(2)
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*
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(2)
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5% Beneficial Holders
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N/A
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(1)
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Under
Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition
of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power
to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information
is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount
of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage
of outstanding shares of any person as shown in the above table does not necessarily reflect the persons actual ownership
or voting power with respect to the number of shares of common stock actually outstanding on the date of this report.
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(2)
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Mr.
Hylen also holds all 500 shares of Series B Preferred Stock, each of which entitles him to cast four times the votes of all of
our outstanding shares of common stock. When the 500 shares of Series B Preferred Stock are taken into account, Mr. Hylen accounts
for more than 99% of the voting power of the Companys outstanding shares of capital stock. Mr. Hylen also holds 866,201
shares of Series A Preferred Stock, which are non-voting.
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DISSENTERS
RIGHTS
Under
the Nevada Revised Statutes, holders of shares of common stock are not entitled to dissenters rights with respect to any
aspect of the Amendment, and we will not independently provide holders with any such right.
INTEREST
OF CERTAIN PERSONS IN THE AMENDMENTS
No
director, executive officer, associate of any director or executive officer or any other person has any substantial interest,
direct or indirect, by security holdings or otherwise, in the Amendment which is not shared by all other holders of the shares
of our common stock.
AVAILABLE
INFORMATION
We
are subject to the information and reporting requirements of the Exchange Act and in accordance with such Act we file periodic
reports, documents and other information with the Securities and Exchange Commission relating to our business, financial statements
and other matters. Such reports and other information may be inspected and are available for copying at the public reference facilities
of the Securities and Exchange Commission at 100 F Street, N.E., Washington D.C. 20549 or may be accessed at www.sec.gov.
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By
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Order
of the Board of Directors
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Richard
Hylen
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Chief
Executive Officer
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September
__, 2020
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Appendix
A
CERTIFICATE
OF AMENDMENT
TO
ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
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1.
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Name
of Corporation: Simlatus Corporation.
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2.
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The
Articles have been amended as follows:
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The
first clause of Section 1 of Article III is hereby amended and restated in its entirety to read as follows:
Section
1 - The aggregate number of shares of capital stock which the Corporation shall have authority to issue shall consist of (i) 10,000,000,000
shares of common stock, with a par value of $0.00001 per share, (ii) and 50,000,000 shares of preferred stock, with a par value
of $0.00001 per share. The Board of Directors of the Corporation is hereby expressly authorized to provide for the issue of all
or any of the unissued and undesignated shares of the preferred stock in one or more series, and to fix the number of shares and
to determine or alter for each such series, such voting powers, and such designation, relative rights, preferences and limitations
thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the
issuance of such shares of Preferred Stock.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the Articles of Incorporation have voted in favor of the amendment is: 99%.
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4.
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Effective
date of filing: (optional)
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Richard
Hylen, Chief Executive Officer