Proxy Statement - Other Information (preliminary) (pre 14c)

Date : 01/11/2019 @ 9:03PM
Source : Edgar (US Regulatory)
Stock : 12 Retech Corporation (QB) (RETC)
Quote : 0.0003  0.0001 (50.00%) @ 8:29PM

Proxy Statement - Other Information (preliminary) (pre 14c)

 

 

 

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:

 

[X] Preliminary Information Statement
   
[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
   
[  ] Definitive Information Statement

 

12 RETECH CORPORATION

(Name of Registrant As Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

[X] No fee required.
   
[  ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:
     
     
  (2) Aggregate number of securities to which transaction applies:
     
     
  (3) 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):
     
     
  (4) Proposed maximum aggregate value of transaction:
     
     
  (5) Total fee paid:
     

 

[  ] Fee paid previously with preliminary materials
   
[  ] 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:
     
     
  (2) Form, Schedule or Registration Statement No.:
     
     
  (3) Filing Party:
     
     
  (4) Date Filed:
     

 

 

 

     

 

 

 

 

PRELIMINARY INFORMATION STATEMENT SUBJECT TO COMPLETION DATED JANUARY 11, 2019

 

 

 

12 RETECH CORPORATION

10785 W. Twain Ave., Suite 210

Las Vegas, NV 89135

 

NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS

 

TO THE STOCKHOLDERS OF 12 RETECH CORPORATION:

 

NOTICE IS HEREBY GIVEN that, on January 9, 2019, the holders of more than a majority of the voting power of 12 Retech Corp., a Nevada corporation (“12 Retech,” the “Company,” “we” or “us”), approved the following action without a meeting of stockholders in accordance with the Nevada Revised Statutes:

 

An amendment to our Articles of Incorporation, as amended, to effect an increase in our authorized shares of common stock from 1,000,000,000 to 8,000,000,000

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

No action is required by you. Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the proposal will not be adopted until a date at least twenty (20) days after the date the definitive Information Statement has been mailed to our stockholders. This Information Statement is first mailed to you on or about January __, 2019. We anticipate that the actions contemplated herein will be effected on or about the close of business on February __, 2019.

 

The accompanying Information Statement is being provided to you for informational purposes only to comply with requirements of the Exchange Act, and constitutes the notice of corporate action without a meeting by less than unanimous consent of the Company’s stockholders. You are urged to read the Information Statement carefully in its entirety. However, no action is required on your part in connection with the authorized share increase discussed above, since no meeting of the Company’s stockholders will be held or proxies or consents solicited from the Company’s stockholders in connection with these matters because the requisite approval of the authorized share increase has been secured by means of the written consent of the holders of a majority of the voting power of the Company.

 

This Information Statement is first being sent on or about January __, 2019, to the Company’s stockholders.

 

We have asked or will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons

 

  By Order of the Board of Directors,
   
  /s/ Angelo Ponzetta
  Angelo Ponzetta
  Chairman of the Board, Chief Executive Officer and President
January 11, 2019  

 

     

 

 

This Information Statement Is Being Provided to You By the Board of Directors of the Company.

 

Information Statement pursuant to Section 14(c) of the Securities Exchange

Act of 1934 and Rule 14c-1 et seq and Notice of Actions

Taken by Written Consent of the Stockholders

 

12 RETECH CORPORATION

10785 W. Twain Ave., Suite 210

Las Vegas, NV 89135

 

 

 

INFORMATION STATEMENT

January __ , 2019

 

 

 

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’

MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.

 

INTRODUCTION

 

This information statement on Schedule 14C (this “Information Statement”) is first being sent on or about January __, 2019 to the holders of record as of the close of business on January 4, 2019 (the “Record Date”), of shares of common stock, $0.00001 par value per share (the “Common Stock”), of 12 Retech Corp., a Nevada corporation (“12 Retech,” “the Company,” “we” or “us”).

 

This Information Statement is to notify such stockholders that, on January 9, 2019, we received the approval, via a written consent in lieu of a meeting of stockholders, of the holders of a majority of the voting power of the Company (the “Consenting Stockholders”), representing approximately 65.2% of the voting power of the Company on the Record Date, approving the following:

 

An Amendment to our Articles of Incorporation, as amended, to effect an increase in our authorized shares of Common Stock from 1,000,000,000 to 8,000,000,000 (the “Authorized Share Increase”)

 

The Authorized Share Increase (the “Proposal”) was approved by our Board of Directors on January 9, 2019 by unanimous written consent in lieu of meeting.

 

A copy of the Certificate of Amendment to our Articles of Incorporation, as amended, to be filed with the Secretary of State of Nevada is attached hereto as Appendix “A” (the “Amendment”).

 

This Information Statement is first being mailed or furnished to our stockholders on or about January __, 2019. The Proposal will not occur until at least 20 days after such date.

 

This Information Statement is being provided to you pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended. It contains a description of the Proposal covered by the Information Statement. We encourage you to read the Information Statement thoroughly. You may also obtain information about us from publicly-available documents filed with the SEC.

 

Our stockholders will not be entitled to any rights of appraisal under Nevada law or otherwise with respect to the approval and implementation of the Proposal.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

     

 

 

SUMMARY INFORMATION

 

The purpose of the Amendment is to effect the Authorized Share Increase. The following is Summary Information regarding the Amendment. This summary does not contain all of the information that may be important to you. You should read in their entirety this Information Statement and the other documents included or referred to in this Information Statement in order to fully understand the matters discussed in this Information Statement.

 

Why am I receiving this Information Statement?   It is for your information only. The Amendment to our Articles of Incorporation was approved on January 9, 2019 by written consent of the holders of approximately 65.2% of our voting power. In order to avoid costs, we did not solicit consents from all our stockholders in connection with the approval of the Amendment. Under these circumstances, federal securities laws require us to furnish you with this Information Statement at least 20 calendar days before effecting the Amendment.

 

Why was the Amendment adopted?   The Amendment to our Articles of Incorporation was adopted for the principal purpose of increasing the authorized Common Stock of the Company.

 

Am I being asked to approve the

Amendment?

  No. The Amendment has already been approved by the holders of a majority of our voting power. No further stockholder approval of the Amendment is required.

 

What will the Amendment do?  

The Amendment will increase our authorized Common Stock from 1,000,000,000 to 8,000,000,000.

 

We currently have 1,000,000,000 shares of Common Stock authorized for issuance, of which 662,368,631 shares of Common Stock are outstanding and the remaining 337,631,369 shares of Common Stock are available for issuance. We also have authorized 50,000,000 shares of Preferred Stock of which certain series have been designated and are outstanding as set forth below.

 

     

 

 

PROPOSAL ONE: APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION

 

REQUIRED VOTE; OUTSTANDING SHARES AND VOTING RIGHTS

 

Description of Securities

 

Pursuant to our Articles of Incorporation, as amended and restated to date (“Amended and Restated Articles of Incorporation”), our authorized capital stock consists of One Billion Fifty Million (1,050,000,000) shares, comprised of (a) One Billion (1,000,000,000) shares of Common Stock, par value $0.00001 per share (the “Common Stock”) and (b) fifty million (50,000,000) shares of Preferred Stock, par value $0.00001 per share (the “Preferred Stock”). The Preferred Stock is currently designated into four (4) Series: Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, as follows:

 

  Series A Preferred Stock which consists of ten million (10,000,000) shares authorized of which five million (5,000,000) are issued and outstanding;
     
  Series B Preferred Stock which consists of one million (1,000,000) shares authorized of which sixty-eight thousand (68,000) are issued and outstanding;
     
  Series C Preferred Stock which consists of two (2) shares authorized one (1) of which are issued and outstanding; and
     
  Series D Preferred Stock which consists of ten million (10,000,000) shares of stock that are designated as “Blank Check Preferred” allowing the Board of Directors to set the rights privileges and voting as determined by the Board of Directors as well as dividing this Series into other series as the need may arise, of which (i) 311,250 are designated as “Series D-1 Preferred Stock” of which 311,250 are currently issued and outstanding, and (ii) 500,000 are designated as “Series D-3 Preferred Stock” of which 54,848 are currently issued and outstanding.

 

Common Stock

 

As of the Record Date, we had 662,368,631 shares of Common Stock issued and outstanding, held by approximately 839 stockholders of record.

 

Each share of Common Stock shall have, for all purposes, one (1) vote per share. Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Company as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Company legally available therefore. The holders of Common Stock issued and outstanding have and possess the right to receive notice of stockholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Common Stock or approval of the common stockholders is required or requested.

 

Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of Common Stock, all rights to vote and all voting power shall be vested in the holders of Common and Preferred Stock. Each share of Common Stock shall entitle the holder thereof to one vote.

 

Series A Preferred Stock

 

The total number of shares of Series A Preferred Stock this Corporation is authorized to issue is Ten Million (10,000,000), with a stated par value of $0.00001 per share.

 

The Holder of each share of Series A Preferred Stock shall have such number of votes as is determined by multiplying (a) the number of shares of Series A Preferred Stock held by such holder; and, (b) by 20. With respect to any stockholder vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. The holders of Series A Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the Common Stock stockholders of the Company, except to the extent that voting as a separate class or series is required by law.

 

     

 

 

In addition to any other rights provided by law, at any time any shares of Series A Preferred Stock are outstanding, as a legal party in interest, the Company, through action directly initiated by the Company’s Board of Directors or indirectly initiated by the Company’s Board of Directors through judicial action or process, including any action by the stockholders of the Company’s Common Stock, shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, take any of the following actions without first obtaining the affirmative written consent of 100% of the Series A Holders:

 

  (a) Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Preferred Stock;
     
  (b) Effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock, but excluding a stock split or reverse stock split of the Company’s Common Stock or Preferred Stock;
     
  (c) Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred Stock;
     
  (d) Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation;
     
  (e) Amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Company; or
     
  (f) Designate any new class of preferred stock, nor sell or issue in any way, shape or form, any additional shares of preferred stock other than shares in those classes of preferred stock already so designated as of the date hereof, including but not limited to, any shares of preferred stock which are, as of the date hereof authorized but of which no shares are issued or outstanding.

 

Series B Preferred Stock

 

The total number of shares of Series B Preferred Stock this Corporation is authorized to issue is One Million (1,000,000), with a stated par value of $0.00001 per share.

 

Series B Preferred Stock shall be non-voting on any matters requiring stockholder vote. However, so long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative approval of the Holders of a majority of the shares of Series B Preferred Stock then outstanding (voting as a class):

 

  (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designations,
  (ii) authorize or create any class of stock ranking as to distribution of dividends senior to the Series B Preferred Stock,
  (iii) amend its articles of incorporation or other charter documents in breach of any of the provisions hereof,
  (iv) increase the authorized number of shares of Series B Preferred Stock,
  (v) liquidate, dissolve or wind-up the business and affairs of the Company, or effect any Deemed Liquidation Event (as defined below), or
  (vi) enter into any agreement with respect to any of the foregoing.

 

Series C Preferred Stock

 

The total number of shares of Series C Preferred Stock this Corporation is authorized to issue is two (2) shares, with a stated par value of $0.00001 per share.

 

Each issued and outstanding shares of Series C Preferred Stock shall be entitled to One Billion (1,000,000,000) votes at each meeting of stockholders of the Company with respect to any and all matters presented to the stockholders of the Company for their action or consideration (by vote or written consent). Holders of shares of Series C Preferred Stock shall vote together with the holders of Common Shares as a single class.

 

On January 11, 2019 the Company amended the Certificate of Designation for its Preferred Series C class to change the quantity of votes that each share is entitled to represent to Eight Billion (8,000,000,000) votes per Preferred Series C share issued and outstanding.

 

Series D Preferred Stock

 

The total number of shares of Series D Preferred Stock this Company is authorized to issue is ten million (10,000,000) shares, with a stated par value of $0.00001 per share with such powers, preferences, rights and restrictions which shall be determined by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the stockholders of the Company.

 

     

 

 

Series D-1 Preferred Stock

 

The total number of shares of Series D-1 Preferred Stock this Company is authorized to issue 311,250 shares, with a par value of $0.00001 per share and a stated value of $2.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole, of which Series D-1 is a subset, has such powers, preferences, rights and restrictions which shall be determined by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the stockholders of the Company.

 

Series D-1 Preferred Stock shall be non-voting except on certain major corporate actions or as required by law. In the event of such a right to vote, each holder of Series D-1 Preferred Stock shall have the right to the number of votes equal to the number of conversion shares then issuable upon conversion of the Series D-1 Preferred Stock held by such holder.

 

Series D-3 Preferred Stock

 

The total number of shares of Series D-3 Preferred Stock this Company is authorized to issue 500,000 shares, with a par value of $0.00001 per share and a stated value of $5.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole, of which Series D-3 Preferred Stock is a subset, has such powers, preferences, rights and restrictions which shall be determined by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the stockholders of the Company.

 

Series D-3 Preferred Stock shall be non-voting except as required by law. In the event of such a right to vote, each holder of Series D-3 Preferred Stock shall have the right to the number of votes equal to the number of conversion shares then issuable upon conversion of the Series D-3 Preferred Stock held by such holder.

 

Series D-5 Preferred Stock

 

The total number of shares of Series D-5 Preferred Stock this Company is authorized to issue 1,000,000 shares, with a par value of $0.00001 per share and a stated value of $4.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole, of which Series D-5 Preferred Stock is a subset, has such powers, preferences, rights and restrictions which shall be determined by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the stockholders of the Company. Series D-5 Preferred Stock shall be non-voting except as required by law.

 

Series D-6 Preferred Stock

 

The total number of shares of Series D-6 Preferred Stock this Company is authorized to issue 1,000,000 shares, with a par value of $0.00001 per share and a stated value of $5.00 per share (the “Stated Value”). The Series D Preferred Stock as a whole, of which Series D-6 Preferred Stock is a subset, has such powers, preferences, rights and restrictions which shall be determined by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the stockholders of the Company. Series D-6 Preferred Stock shall be non-voting except as required by law.

 

Action by Written Consent; Vote Required

 

Under the Nevada Revised Statutes (“NRS”), unless otherwise provided in the articles of incorporation or the bylaws, any action that may be taken at a meeting of stockholders also can be taken without such meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding shares holding at least a majority of the voting power. Our Articles of Incorporation do not limit, prohibit, restrict or otherwise qualify the use of this procedure. Further, Article I, Section 7 of our Bylaws specifically permits actions to be taken by written consent in lieu of a meeting in the manner set forth in the NRS and Bylaws.

 

Further, unless the NRS or the articles of incorporation of a corporation requires a greater number of votes, matters submitted to stockholders generally require the approval of a majority of the outstanding shares at a meeting when a quorum is present. The NRS requires the approval of the holders of outstanding shares holding at least a majority of the voting power in order to amend a Nevada corporation’s articles of incorporation, unless the articles of incorporation require a greater vote to take such action. Our Articles of Incorporation do not require a greater vote to take such action. Accordingly, because the Proposal requires an amendment to our Articles of Incorporation, the approval of the Proposal requires the receipt of the written consent of the holders of at least a majority of the outstanding voting power of the Company as of the Record Date.

 

Notice of Action by Written Consent

 

The Company is required to provide prompt notice of the taking of corporate action without a meeting to the stockholders of record who have not consented in writing to such action. This Information Statement is intended to provide such notice. No appraisal rights are afforded to stockholders of the Company under the laws as a result of the approval of the Proposal.

 

No Cumulative Voting

 

Except as may be provided by the resolutions of the Board of Directors authorizing the issuance of Common Stock, cumulative voting by any stockholder is expressly denied.

 

     

 

 

CONSENTING STOCKHOLDERS CONSENT

 

The Consenting Stockholders holding more than a majority of the voting power of the Company executed and delivered to us a written consent, effective as of January 9, 2019, authorizing the Proposal. As of the Record Date, the Consenting Stockholders held shares representing approximately 65.2% of the voting power of the Company. The Consenting Stockholders voted all of their shares to approve the Proposal.

 

Taking action by written consent of the Consenting Stockholders has eliminated the costs and management time that would have otherwise been necessary to hold a special meeting of stockholders and will permit the Company to effect the Proposal as early as possible in order to accomplish the purposes of the Company, as hereafter described.

 

DESCRIPTION OF THE AUTHORIZED SHARE INCREASE OF COMMON STOCK

 

General

 

Our Board of Directors and the Consenting Stockholders have approved the Authorized Share Increase proposal and have authorized the Company to file an Amendment to our Articles of Incorporation to effect the Authorized Share Increase.

 

Background; Reasons for the Authorized Share Increase

 

The Authorized Share Increase is intended to allow the Company to maintain legal compliance with outstanding debt instruments (including the obligation to maintain adequate share reserves), continue its microbrand rollup acquisition strategy, and for general corporate purposes.

 

The Company’s Common Stock is quoted on the OTCQB Marketplace under the symbol “RETC” and the last reported closing price of the Common Stock on January 8, 2019 was $0.0015 per share.

 

The par value of the Common Stock will remain unchanged at $0.00001 per share and the Authorized Share Increase will not change the number of outstanding shares of Common Stock under the Articles of Incorporation. Accordingly, the Authorized Share Increase will have the effect of creating additional authorized and unreserved shares of our Common Stock. Although at present we have no current plans, arrangements or understandings providing for the issuance of the additional shares of Common Stock that would be made available for issuance upon effectiveness of the Authorized Share Increase (aside from shares issuable pursuant to existing convertible debt), such additional shares may be used by us for various purposes in the future without further stockholder approval. Other purposes may include, among other things:

 

  the sale of shares to raise additional capital;
     
  the issuance of equity incentives to our employees, officers or directors;
     
  establishment of strategic relationships with other companies and suppliers; and
     
  acquisition of other businesses or products.

 

Aside from managing its convertible debt instruments and corresponding share reserves, the Board of Directors is not implementing the Authorized Share Increase in anticipation of any specific future transaction or series of transactions. Further, the Board of Directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act.

 

Vote Required

 

We have obtained approval to effect the Authorized Share Increase through the written consent of the Consenting Stockholders. Therefore, a special meeting of our stockholders to approve the Authorized Share Increase will not take place for this purpose.

 

Material Effects of the Authorized Share Increase

 

The principal effect of the Authorized Share Increase will be to increase the number of authorized shares. As a result, stockholders should recognize that once the Authorized Share Increase is effected, they will own the same number of shares that they currently own. However, the Authorized Share Increase will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company. Proportionate voting rights and other rights and preferences of the holders of Common Stock will not be affected by the Authorized Share Increase. For example, a holder of 2% of the outstanding shares of Common Stock immediately prior to the Authorized Share Increase would continue to hold 2% of the outstanding shares of Common Stock immediately after the Authorized Share Increase. The number of stockholders of record also will not be affected by the Authorized Share Increase.

 

     

 

 

The Company is subject to the periodic reporting and other requirements of the Securities Exchange Act. The Authorized Share Increase will not affect the registration of the Common Stock under the Securities Exchange Act and the Common Stock will continue to be reported on the OTCQB.

 

Effect on Fractional Stockholders

 

Stockholders will not receive fractional shares in connection with the Authorized Share Increase and the Company will not be paying any cash to any stockholders for any fractional shares from the Authorized Share Increase.

 

Effect on Registered and Beneficial Stockholders

 

Following the Authorized Share Increase, the Company intends to treat stockholders holding the Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Stockholders who hold their shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged to contact their nominees.

 

Certain Risk Factors Associated with the Authorized Share Increase

 

In evaluating the Authorized Share Increase proposal, the Board of Directors also took into consideration negative factors associated with authorized share increases. These factors included the negative perception of authorized share increases by some investors, analysts and other stock market participants, as well as various other risks and uncertainties that surround the implementation of an authorized share increase, including but not limited to the following:

 

  There can be no assurance that the market price per share of the Common Stock after the Authorized Share Increase will remain unchanged. In the long term the price per share depends on many factors, including our performance, prospects and other factors, some of which are unrelated to the number of shares outstanding. If the Authorized Share Increase is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Authorized Share Increase. The history of similar authorized share increases for companies in similar circumstances is varied.

 

The Board of Directors, however, has determined that these negative factors were outweighed by the potential benefits of the Authorized Share Increase and voted to approve the Authorized Share Increase proposal.

 

Authorized Shares; Potential Dilutive Effect

 

As of the Record Date, the Company had 1,000,000,000 shares of Common Stock, par value $0.00001, and 50,000,000 shares of preferred stock, par value $0.00001, authorized.

 

The Authorized Share Increase would not change the number of authorized shares of preferred stock. Following the Authorized Share Increase, authorized but unissued shares of Common and preferred stock will be available for issuance, and the Company may issue such shares in the future.

 

The issuance of a substantial number of additional shares of Common Stock from the newly-authorized shares provided for in the Authorized Share Increase would result in dilution of our existing stockholders’ ownership interest in the Company. Stockholders of the Company do not have preemptive rights with respect to our Common Stock. Thus, existing stockholders would not have any preferential rights to purchase any shares.

 

Accounting Matters; Tax Consequences

 

The par value per share of Common Stock would remain unchanged at $0.00001 per share after the Authorized Share Increase. As a result, on the effective date of the Authorized Share Increase, the stated capital on the Company’s balance sheet attributable to the Common Stock will remain the same. Our net income or loss and our net book value on a per share basis will remain the same. The Company does not anticipate that any accounting consequences would arise as a result of the Authorized Share Increase.

 

There are no tax consequences from the Authorized Share Increase.

 

     

 

 

Potential Anti-Takeover Effect

 

Although the increased proportion of unissued authorized shares of Common Stock available for issuance following the effective date of the Authorized Share Increase could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company), the Authorized Share Increase proposal is not being undertaken in response to any effort of which the Board of Directors is aware to accumulate shares of the Common Stock or obtain control of the Company. Other than the Authorized Share Increase, the Board of Directors does not currently contemplate the adoption of any other amendments to the Articles of Incorporation that could be construed to affect the ability of third parties to take over of change the control of the Company. In certain circumstances, our management may issue additional shares to resist a third party takeover transaction, even if done at an above-market premium and favored by a majority of independent stockholders.

 

No Appraisal Rights

 

Our stockholders are not entitled to appraisal rights under the NRS with respect to the proposed Amendment to our Articles of Incorporation to effect the Authorized Share Increase, and the Company has not independently provided its stockholders with any such right.

 

Interests of Certain Persons in Matters to be Acted Upon

 

Except in their capacity as stockholders (which interest does not differ from that of the other stockholders), none of our executive officers, directors or any of their respective associates or affiliates has any interest in the Authorized Share Increase.

 

THE AMENDMENT TO OUR ARTICLES OF INCORPORATION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

PLEASE NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE CHANGES THAT WILL OCCUR IF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION IS COMPLETED AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT.

 

OTHER MATTERS

 

No matters other than those discussed in this Information Statement are contained in the written consent signed by the holders of a majority of the voting power of the Company.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information regarding the beneficial ownership of our outstanding Common Stock, as of January 4, 2019 by: (i) each of our directors, (ii) each of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under the Exchange Act), (iii) all of our directors and named executive officers as a group, and (iv) each person known to us to beneficially own more than 5% of our outstanding Common Stock.

 

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within sixty (60) days of that date. 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 that power may be shared with a spouse. The Company does not know of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.

 

     

 

 

Name and Address of Beneficial   Common
Stock (1)
    Series A Preferred
Stock (1)
    Series B Preferred Stock     Series C Preferred
Stock (1)
    Series D Preferred Stock     % of Total Voting  
Owner   Shares     %     Shares     %     Shares     %     Shares     %     Shares     %     Power  
Angelo Ponzetta (2)     45,057,976       6.80 %     4,500,000       90 %     -       -       1       100 %     -       -       64.41 %
Daniele Monteverde (3)     3,550,000       0.54 %     500,000       10 %     -       -       -       -       -       -       0.77 %
All officers and directors as a group (2 persons)     48,607,976       7.34 %     5,000,000       100 %     -       -       1       100 %     -       -       65.18 %

 

 

(1) Applicable percentages are based on 662,368,631 shares of our common stock, 5,000,000 shares of our Series A Preferred Stock and 1 share of our Series C Preferred Stock outstanding as of January 4, 2019, and are calculated as required by rules promulgated by the SEC. The Series A Preferred Stock have 20-to-1 voting rights and the Series C Preferred Stock have 1,000,000,000-to-1 voting rights.

(2)Mr. Ponzetta’s address is Unit 1104, 11/F Crawford House 70 Queens Road Central, Hong Kong.

(3) Mr. Monteverde’s address is Hanegi 2-41-1, Setagaya-ku, Tokyo 156-0042.

 

PROPOSAL BY SECURITY HOLDERS

 

No security holder has requested the Company to include any proposal in this Information Statement.

 

EXPENSE OF INFORMATION STATEMENT

 

The expenses of mailing this Information Statement will be borne by the Company, including expenses in connection with the preparation and mailing of this Information Statement and all documents that now accompany or may hereafter supplement it. It is contemplated that brokerage houses, custodians, nominees and fiduciaries will be requested to forward the Information Statement to the beneficial owners of our Common Stock held of record by such persons and that our Company will reimburse them for their reasonable expenses incurred in connection therewith.

 

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

 

Only one Information Statement is being delivered to multiple security holders sharing an address unless the Company has received contrary instructions from one or more of the security holders. The Company shall deliver promptly upon written or oral request a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the documents was delivered. A security holder can notify the Company that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to the Company at the address below or by calling the Company at the number below and requesting a copy of the Information Statement. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements, proxy statements and annual reports.

 

COMPANY CONTACT INFORMATION

 

All inquiries regarding our Company should be addressed to our Company’s principal executive office:

 

12 Retech Corporation

Attn: Chief Executive Officer

10785 W. Twain Ave., Suite 210

Las Vegas, NV 89135

(530) 539-4329

 

AVAILABILITY OF ADDITIONAL INFORMATION

 

The Company is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports and other information with the Securities and Exchange Commission (the “SEC”) relating to its business, financial condition and other matters. Such reports and other information can be inspected and copied at the public reference facilities maintained at the SEC at 100 F Street NW, Washington, D.C. 20549. Copies of such material can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street NW, Washington D.C. 20549, at prescribed rates. The SEC maintains a website on the Internet (http://www.sec.gov) that contains the Exchange Act Filings filed electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

 

 

 

 

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN TRANSACTIONS ENTERED INTO BY THE COMPANY.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

  By Order of the Board of Directors,
   
  /s/ Angelo Ponzetta
  Angelo Ponzetta
  Chairman of the Board, Chief Executive Officer and President
   
Las Vegas, Nevada  
January 11, 2019  

 

     

 

 

APPENDIX A

 

CERTIFICATE OF AMENDMENT

 

TO THE

 

ARTICLES OF INCORPORATION

 

OF

 

12 RETECH CORPORATION

 

     

 

 

 

 
 

12 Retech Corporation (USOTC:RETC)
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