UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
[ ]
Preliminary Information Statement
[ ]
Confidential, for Use of the Commission only (as permitted by Rule
14c-5(d)(2))
[X]
Definitive Information Statement
CANBIOLA, INC.
(Name
of Registrant As Specified In Its Charter)
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of Filing Fee (Check the Appropriate Box):
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Fee computed on table below per Exchange Act Rules 14c-5(g) and
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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Common
Stock |
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CANB |
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N/A |
CANBIOLA,
INC.
960
SOUTH BROADWAY, SUITE 120, HICKSVILLE, NY 11801
_______________________________________________________________
IMPORTANT
NOTICE REGARDING INTERNET AVAILABILITY OF
INFORMATION STATEMENT FOR CANBIOLA, INC.
To
the Shareholders of Canbiola, Inc.:
NOTICE
IS HEREBY GIVEN to you as a stockholder of Canbiola, Inc., a
Florida corporation (now known as Can B̅ Corp.) (the “Company,”
“we,” “us” or “our”), that you are receiving this notice regarding
the internet availability of an information statement (the
“Information Statement”) relating to the matters described below.
This notice presents only an overview of the more complete
Information Statement that is available to you on the internet or,
upon request, by mail. We encourage you to access and review all
the important information contained in the Information Statement.
As described below, the Information Statement is for informational
purposes only and, as a stockholder of the Company, you need not
take any action.
By
sending you this notice, we are notifying you that we are making
the Information Statement available to you via the internet in lieu
of mailing you a paper copy. You may print and view the full
Information Statement on our website at
http://www.canbiola.com/investors/. To view and print the
Information Statement, click on the link of the appropriate
information statement in order to open the document. You may
request a paper copy or PDF via email of the Information Statement,
free of charge, by contacting us in writing at Can B̅ Corp. c/o
Marco Alfonsi, 960 South Broadway, Suite 120, Hicksville, NY 11801
or by calling 516-595-9544. If you do not request a paper copy or
PDF via email by February 23, 2020, you will not otherwise receive
a paper or email copy. The Company’s most recent annual report and
quarterly reports are available upon request, without charge, by
contacting the Company at the address above. If you want to receive
a paper copy of the Information Statement, you must request one.
There is no charge to you for requesting a copy.
We
are furnishing this notice and Information Statement to the holders
of our common and preferred stock in connection with the approval
by written consent of the Company’s Board of Directors and holders
of a majority of the issued and outstanding voting stock of the
Company to change the name of the Company to “Can B̅ Corp.” (the
“Name Change”). The purpose of the Information Statement is to
notify our stockholders that on January 15, 2020 pursuant to
written consent permitted by Section 7607.0704 of the Florida
Business Corporations Act (“FBCA”) the holders of a majority of the
issued and outstanding voting stock of the Company executed a
written consent approving the Name Change. The amendment to the
Company’s Articles of Incorporation reflecting the Name Change was
filed with the state of Florida on January 16, 2020. This notice is
first being sent to our stockholders on or about February 7,
2020.
The
written consent that we received constitutes the only stockholder
approval required for to approve the foregoing actions under the
FBCA and, as a result, no further action by any other stockholder
is required to approve the foregoing and we have not and will not
be soliciting your approval of the same. This notice and the
Information Statement shall constitute notice to you of the action
by written consent in accordance with the FBCA and Rule 14c-2
promulgated under the Exchange Act.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
On
behalf of the Board of Directors,
|
/s/
Marco Alfonsi |
|
|
Name: |
Marco
Alfonsi |
|
| Title: |
Chief
Executive Officer and Director |
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C PROMULGATED THERETO
CANBIOLA,
INC.
960
South Broadway, Suite 120, Hicksville, NY 11801
________________________________________
INFORMATION
STATEMENT
February
6, 2020
_______________________________________
THIS
INFORMATION STATEMENT IS FOR INFORMATION PURPOSES ONLY AND NO VOTE
OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT.
A
NOTICE OF THE INTERNET AVAILABILITY OF THIS INFORMATION STATEMENT
IS BEING MAILED ON OR ABOUT FEBRUARY 6, 2020 TO STOCKHOLDERS OF
RECORD ON JANUARY 22, 2020.
This
information statement (“Information Statement”) is being made
available to the shareholders of record of Canbiola, Inc., a
Florida corporation (now known as Can B̅ Corp.) (“Company,” “CANB,”
“we,” “us,” or “our”) as of the close of business on January 22,
2020 (“Record Date”). This Information Statement is being sent to
you for information purposes only. No action is requested or
required on your part.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
OVERVIEW OF ACTIONS
The
Board of Directors has recommended, and, on January 15, 2020
(“Voting Date”), the holders of a majority of the voting stock of
CANB as of the Voting Date have adopted resolutions, to effect the
actions listed in this Information Statement. This Information
Statement is being filed with the Securities and Exchange
Commission and is provided to CANB’s shareholders pursuant to
Section 14(c) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”).
Through
the written consent of its Board of Directors and stockholders
holding a majority of the Company’s voting stock as of the Voting
Date, the Company has approved an amendment to its Articles of
Incorporation to change the name of the Company to “Can B̅ Corp.”
(the “Name Change”). The Company’s trading symbol, “CANB”, will
remain the same.
Holders
of 218,939,475 of the 834,181,825 common shares issued and
outstanding as of the Voting Date, and 20 out of the 20 Series A
Preferred Shares (representing 400,000,000 votes out of
400,000,000) outstanding as of the Voting Date, approved the Name
Change. Thus, from the 1,234,181,825 votes eligible to be cast in
this matter, 618,939,475 of the votes, or approximately 50.15%,
approved the Name Change by written consent.
The
amendment to the Company’s Articles of Incorporation reflecting the
Name Change was filed with the state of Florida on January 16,
2020. Notwithstanding the foregoing, under SEC regulations, the
Name Change is not supposed to become effective sooner than 40 days
after we mail the Notice of Stockholder Action Taken by Written
Consent to our stockholders. This notice is first being mailed to
our stockholders on or about February 6, 2020.
In
order to obtain the approval of our stockholders for the Name
Change, we could have convened a special meeting of the
stockholders for the specific purpose of voting on such matter.
However, Section 607.0704 of the Florida Business Corporations Act
(the “FBCA”) provides that any action required or permitted to be
taken at a shareholders’ meeting may be taken without a meeting. In
order to eliminate the costs and management time involved in
holding a meeting and obtaining proxies and in order to effect the
Name Change as early as possible in order to accomplish the
purposes hereafter described, we elected to utilize the written
consent of a majority of the holders our voting stock. Under the
FBCA and our bylaws, the affirmative vote of the holders of at
least a majority of the outstanding stock entitled to vote thereon
is required to approve the Name Change.
This
Information Statement is intended to provide such notice as
required by the FBCA to provide after the taking of the corporate
action without a meeting to the holders of record of our stock who
have not consented in writing to such action.
Purpose
The
Board of Directors proposed the Name Change in order to avoid
consumer confusion between the Company’s lead brand and the
corporate identity as reflected in the filings with the Florida
Secretary of State.
Effect
on Authorized and Outstanding Shares
The
rights and preferences of shares of our Common Stock subsequent to
the Name Change will remain the same. The Name Change will affect
all our stockholders uniformly. We do not anticipate that the
number of our stockholders, or any aspect of our current business
plan, will materially change as a result of these
changes.
Federal
Income Tax Consequences
The
following description of federal income tax consequences of the
actions is based on the Internal Revenue Code of 1986, as amended,
the applicable Treasury Regulations promulgated thereunder,
judicial authority, and current administrative rulings and
practices as in effect on the date of this information statement.
We have not sought and will not seek an opinion of counsel or a
ruling from the Internal Revenue Service regarding the federal
income tax consequences of the Name Change.
We
believe the Name Change will not have federal income tax effects.
Our Company should not recognize gain or loss as a result of the
Name Change.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following tables set forth the ownership, as of the Voting Date, of
our common stock by each person known by us to be the beneficial
owner of more than 5% of our outstanding voting stock, our
directors, and our executive officers and directors as a group. To
the best of our knowledge, the persons named have sole voting and
investment power with respect to such shares, except as otherwise
noted. There are not any pending or anticipated arrangements that
may cause a change in control.
The
information presented below regarding beneficial ownership of our
voting securities has been presented in accordance with the rules
of the Securities and Exchange Commission and is not necessarily
indicative of ownership for any other purpose. Under these rules, a
person is deemed to be a “beneficial owner” of a security if that
person has or shares the power to vote or direct the voting of the
security or the power to dispose or direct the disposition of the
security. A person is deemed to own beneficially any security as to
which such person has the right to acquire sole or shared voting or
investment power within 60 days through the conversion or exercise
of any convertible security, warrant, option or other right. More
than one person may be deemed to be a beneficial owner of the same
securities.
|
Name |
|
Title |
|
Number of
Common
Shares [9] |
|
|
% of
Common
Shares |
|
|
Number of
Series A
Preferred
Shares [10] |
|
|
% of
Series A
Preferred
Shares |
|
|
% of
Eligible
Votes |
|
|
Number of
Warrants
currently
exercisable
or
exercisable
in the next
60 days |
|
| Marco Alfonsi [1] |
|
CEO, Director |
|
|
59,398,915 |
|
|
|
7.12 |
% |
|
|
5 |
|
|
|
25.00 |
% |
|
|
12.92 |
% |
|
|
0 |
|
| Stanley
Teeple [2] |
|
CFO,
Secretary, Director |
|
|
4,157,811 |
|
|
|
0.50 |
% |
|
|
4 |
|
|
|
20.00 |
% |
|
|
6.82 |
% |
|
|
0 |
|
| Andrew
Holtmeyer [3] |
|
VP of
Business Development |
|
|
1,107,769 |
|
|
|
0.13 |
% |
|
|
5 |
|
|
|
25.00 |
% |
|
|
8.19 |
% |
|
|
0 |
|
| Philip
Scala [4] |
|
Interim
COO |
|
|
1,344,828 |
|
|
|
0.16 |
% |
|
|
0 |
|
|
|
0 |
|
|
|
0.07 |
% |
|
|
0 |
|
| Frederick
Alger Boyer Jr. [5] |
|
Independent Director |
|
|
3,000,000 |
|
|
|
0.36 |
% |
|
|
0 |
|
|
|
0 |
|
|
|
0.24 |
% |
|
|
0 |
|
| Senator
Ron Silver [6] |
|
Independent Director |
|
|
5,000,000 |
|
|
|
0.60 |
% |
|
|
0 |
|
|
|
0 |
|
|
|
0.41 |
% |
|
|
0 |
|
| James F.
Murphy [7] |
|
Independent Director |
|
|
3,000,000 |
|
|
|
0.36 |
% |
|
|
0 |
|
|
|
0 |
|
|
|
0.24 |
% |
|
|
0 |
|
| All
officers and directors as a group [7 persons] |
|
|
|
|
77,009,323 |
|
|
|
9.23 |
% |
|
|
14 |
|
|
|
70.00 |
% |
|
|
28.93 |
% |
|
|
0 |
|
| Pasquale
Ferro [8] |
|
Shareholder |
|
|
22,379,721 |
|
|
|
2.68 |
% |
|
|
5 |
|
|
|
25.00 |
% |
|
|
9.91 |
% |
|
|
0 |
|
(1)
As of the Voting Date, Marco Alfonsi owned 59,398,915 shares of
common stock and 5 shares of Series A Preferred stock, which are
convertible into 50,000,000 common shares and equal 100,000,000
votes. In addition to the listed shares, four members of Mr.
Alfonsi’s family hold an aggregate of 10,000,000 shares of common
stock, which shares have not been included in the above
calculations.
(2)
As of the Voting Date, Stanley Teeple owned options to purchase
3,000,000 common shares of the Company, 1,157,811 shares of common
stock, and 4 share of Series A Preferred stock, which are
convertible into 40,000,000 common shares and equal 80,000,000
votes.
(3)
As of the Voting Date, Andrew Holtmeyer owned approximately
1,107,769 common shares and 5 shares of Series A Preferred stock,
which are convertible into 50,000,000 common shares and equal
100,000,000 votes.
(4)
Philip Scala holds options to purchase 500,000 common shares of the
Company and 844,828 common shares.
(5)
Frederick Alger Boyer Jr. holds options to purchase 3,000,000
common shares of the Company.
(6)
Ron Silver holds options to purchase 3,000,000 common shares of the
Company and 2,000,000 shares of common stock.
(7)
James F. Murphy holds options to purchase 3,000,000 common shares
of the Company.
(8)
As of the Voting Date, Pasquale Ferro held 20,735,218 common shares
jointly with his wife and 1,644,503 common shares individually. Mr.
Ferro holds 5 shares of Series A Preferred stock individually,
which are convertible into 50,000,000 common shares and equal
100,000,000 votes. Mr. Ferro is the President of Pure Health
Products, LLC, a wholly owned subsidiary of the Company.
(9)
There were 834,181,825 shares of common stock and 20 shares of
Series A Preferred stock outstanding as of the Voting Date, for a
total of 1,234,181,825 votes eligible to be cast on the Voting
Date.
(10)
The Company’s preferred stock is classified as Series A Preferred
shares and Series B Preferred Shares. Series B Preferred shares
have no voting rights. Each Series A Preferred share is entitled to
20,000,000 votes and can be converted into 10,000,000 shares of
common stock.
The
following tables set forth the ownership of our common stock by
each person known by us to be the beneficial owner of more than 5%
of our outstanding voting stock, our directors, and our executive
officers and directors as a group, assuming all
preferred shares were converted to common shares as of the Voting
Date (which they were not).
|
Name |
|
Title |
|
Number of
Common
Shares [1] |
|
|
% of
Common
Shares |
|
|
Number of
Warrants
currently
exercisable or
exercisable in
the next 60 days |
|
| Marco Alfonsi |
|
CEO, Director |
|
|
109,398,915 |
|
|
|
10.58 |
% |
|
|
0 |
|
| Stanley Teeple |
|
CFO, Secretary, Director |
|
|
44,157,811 |
|
|
|
4.27 |
% |
|
|
0 |
|
| Andrew Holtmeyer |
|
Vice President |
|
|
51,107,769 |
|
|
|
4.94 |
% |
|
|
0 |
|
| Philip Scala |
|
Interim COO |
|
|
1,344,828 |
|
|
|
0.13 |
% |
|
|
0 |
|
| Frederick Alger Boyer Jr. |
|
Independent Director |
|
|
3,000,000 |
|
|
|
0.29 |
% |
|
|
0 |
|
| Senator Ron Silver |
|
Independent Director |
|
|
5,000,000 |
|
|
|
0.48 |
% |
|
|
0 |
|
| James F. Murphy |
|
Independent Director |
|
|
3,000,000 |
|
|
|
0.29 |
% |
|
|
0 |
|
| All officers and directors as a group
[4 persons] |
|
|
|
|
217,009,323 |
|
|
|
20.98 |
% |
|
|
0 |
|
| Pasquale Ferro |
|
Shareholder |
|
|
72,379,721 |
|
|
|
7.0 |
% |
|
|
0 |
|
| |
(1) |
Had
all 20 issued and outstanding Series A Preferred Shares been
converted to common shares there would have been approximately 1,034,181,825 shares of
common stock outstanding as of the Voting Date. |
The
above tables are based upon information derived from our stock
records. Except as otherwise indicated below and under applicable
community property laws, we believe that the beneficial owners of
our common stock listed below have sole voting and investment power
with respect to the shares shown. Unless stated otherwise, the
business address for these shareholders is 960 South Broadway,
Suite 120, Hicksville, NY 11801.
DISSENTERS’
RIGHTS
Under
FBCA and our Articles of Incorporation and bylaws, no stockholder
has any right to dissent to the Name Change, nor is any stockholder
entitled to appraisal of or payment for their shares of
stock.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None
of our officers or directors, and no person associated with any of
them, have any interest in the Name Change that is different from
every other stockholder.
WHERE
YOU CAN FIND MORE INFORMATION
Information
is available by request or can be accessed on the internet.
Reports, proxy statements and other information filed with the SEC
by the Company can be accessed electronically by means of the
Securities and Exchange Commission’s home page on the Internet at
http://www.sec.gov or at other Internet sites such as
http://www.freeedgar.com or http://www.otcmarkets.com.
You
may read and copy any materials that we file with the Securities
and Exchange Commission at the commission’s Public Reference Room
at 100 F Street, N.E., Washington D.C. 20549. A copy of any public
filing is also available to any shareholder at no charge upon
written request to the Company by providing an e-mail or facsimile
number.
PROPOSALS BY SECURITY HOLDERS
No security holder has asked the Company to include any proposal in
this Information Statement.
MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS
Only
one information statement to security holders will be delivered to
multiple security holders sharing an address unless the Company has
received contrary instructions from one or more of the security
holders. Upon written or oral request, a separate copy of an
information statement can be provided to security holders at a
shared address. For an oral request, please contact the Company at
516-595-9544. For a written request, mail request to 960 South
Broadway, Suite 120, Hicksville, NY 11801.
EXPENSE
OF THIS INFORMATION STATEMENT
The
expenses of this Information Statement will be borne by us,
including expenses in connection with the preparation and sending
of this Information Statement and all related materials. It is
contemplated that brokerage houses, custodians, nominees, and
fiduciaries will be requested to forward this Information Statement
to the beneficial owners of our Common Stock held of record by such
person and that we will reimburse them for their reasonable
expenses incurred in connection therewith.
FORWARD-LOOKING
STATEMENTS
This
Information Statement contains forward-looking statements regarding
our intentions to effectuate the Name Change. Forward-looking
statements are not guarantees, and they involve risks,
uncertainties and assumptions. Although we make such statements
based on assumptions that we believe to be reasonable, there can be
no assurance that actual results will not differ materially from
those expressed in the forward-looking statements. We caution
investors not to rely unduly on any forward-looking statements. We
expressly disclaim any obligation to update any forward-looking
statement in the event it later turns out to be inaccurate, whether
as a result of new information, future events or
otherwise.
By
the Order of the Board of Directors.
Dated:
February 6, 2020
| |
CANBIOLA,
INC. |
|
|
|
|
|
|
By: |
/s/
Marco Alfonsi |
| |
Name: |
Marco
Alfonsi |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
DIRECTORS: |
| |
|
|
|
|
By: |
/s/
Marco Alfonsi |
| |
Name: |
Marco
Alfonsi |
| |
Title: |
Director |
| |
|
|
|
|
By: |
/s/
Stanley Teeple |
| |
Name: |
Stanley
Teeple |
| |
Title: |
Director |
| |
|
|
|
|
By: |
/s/
Frederick Alger Boyer Jr. |
| |
Name: |
Frederick
Alger Boyer Jr. |
| |
Title: |
Independent
Director |
| |
|
|
|
|
By: |
/s/
Senator Ron Silver |
| |
Name: |
Senator
Ron Silver |
| |
Title: |
Independent
Director |
| |
|
|
|
|
By: |
/s/
James F. Murphy |
| |
Name: |
James
F. Murphy |
| |
Title: |
Independent
Director |
