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
Check
the appropriate box:
[X]
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Preliminary
Information Statement
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[ ]
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[ ]
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Definitive
Information Statement
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eWELLNESS
HEALTHCARE CORPORATION
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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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:
[ ]
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[ ]
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fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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INFORMATION
STATEMENT
OF
eWELLNESS
HEALTHCARE CORPORATION
11825
Major Street
Culver
City, California90230
(855)
470-1700
To
the Holders of Common Stock and Preferred Stock:
This
Preliminary Information Statement (“Information Statement”) has been filed with the Securities and Exchange Commission
Stock”) by eWellness Healthcare Corporation, a Nevada corporation (the “Registrant” or “Company”)
pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is being furnished
to the holders of the Company’s outstanding shares of Common Stock, par value $0.001 per share (the “Common Stock”)
and outstanding shares of Series A Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The
purpose of this Information Statement is to notify holders of our Common Stock and Preferred Stock (the “Common Stockholders”
and “Preferred Stockholders,” respectively) as of June 18, 2019 (the “Record Date”), that in lieu of a
meeting of stockholders entitled to vote, the Company received, the written consent of the Company’s Board of Directors
and of certain persons who are the holders of a majority of the Company’s shares of voting capital stock, consisting of
certain Common Stockholders and Preferred Stockholders (the “Majority Consenting Stockholders”). The Series A Voting
Preferred Stock has the right to vote in the aggregate, on all shareholder matters, votes equal to 51% of the total shareholder
vote on any and all shareholder matters. The Series A Voting Preferred Stock will be entitled to this 51% voting right no matter
how many shares of Common Stock or other voting stock of eWellness Healthcare Corporation voting stock is issued and outstanding
in the future. The Series A Voting Preferred Stockholders and certain Common Stockholders holding in the aggregate approximately
70.97% of the total voting power of all issued and outstanding voting shares of the Company (the “Majority Consenting Stockholders”)
together with the unanimous consent of the Company’s Board of Directors, authorized the following in writing their joint
consent (the “Joint Written Consent”), a copy of which is attached as Exhibit A hereto:
●
The increase in the number of authorized shares of Common Stock from four hundred million (400,000,000) shares of Common Stock
to nine hundred million (900,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”);
We have attached as
Exhibit B hereto a form of the proposed amendment of Article IV to the Articles of Incorporation, the increase in authorized shares
of Common Stock to nine hundred million (900,000,000) shares, which amendment will not change the authorized
twenty million (20,000,000) shares of Preferred Stock.
On
June 18, 2019, the Record Date, the Board of Directors of the Company (the “Board”) approved, and recommended for
approval to the holders of Series A Voting Preferred Stock and Common Stock having the power to vote with respect to the Common
Stock, the: (i) Authorized Common Stock Share Increase (the “Corporate Action”), which Corporate Action was also approved
by the Majority Consenting Stockholders on the same date. The Corporate Action by Joint Written Consent in lieu of a meeting was
done in accordance with the provisions of Chapter 78.2055 of the Nevada Revised Statute (“NRS”). Accordingly, and
based upon the Joint Written Consent of the Majority Consenting Stockholders and Board of Directors, your consent is not required
and is not being solicited in connection with the approval of the Action.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Board of Directors believes that the Common Stockholders and Series A Voting Preferred Stockholders of the Company will benefit
from this Corporate Action because after the implementation of the Authorized Common Stock Share Increase by the filing of Articles
of Amendment with the State of Nevada, the Company shall have available a sufficient number of authorized but unissued and unreserved
shares of Common Stock to be able to secure new equity and debt financing as well as provide the Company with greater flexibility
in pursuing potential acquisitions and other opportunities to expand and grow its business, although there can be no such assurance
that such efforts will be successful. Reference is made to the discussion under “
Purpose And Effect Of Increasing The
Number Of Authorized Shares”
below.
INTRODUCTION
Chapter
78.2055 of the Nevada Revised Statute (“NRS”) provides that the written consent of the holders of outstanding shares
of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a
special stockholders’ meeting convened for the specific purpose of such action. The NRS, however, requires that in the event
an action is approved by written consent, a Company must provide prompt notice of the taking of any corporate action without a
meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at
a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were delivered to the Company.
In
accordance with the foregoing, we will mail the Notice of the Corporate Action to the Common Stockholders and Series A Preferred
Stockholders on or about July __, 2019.
This
Information Statement contains a brief summary of the material aspects of the Corporate Action approved by the Board of Directors
(the “Board”) of eWellness Healthcare Corporation (the “Company,” “we,” “our”
or “us”) and the holders of Series A Voting Preferred Stock, who have voting rights together with the Common Stockholders.
The Common Stockholders and Series A Voting Stockholders who have executed the Joint Written Consent constitute the Majority Consenting
Stockholders.
SERIES
A VOTING PREFERRED STOCK
On
June 20, 2019, the Company amended its Articles of Incorporation by filing a Certificate of Designations, Preferences and Rights
to authorize 1,000,000 shares of Series A Voting Preferred Stock, par value of $0.001, all of which were issued to the persons
set forth on the Joint Written Consent as the holders of all of the Series A Voting Preferred Stock. The Series A Voting Preferred
Shares have the right to vote in the aggregate, on all shareholder matters votes equal to 51% of the total shareholder vote on
any and all shareholder matters. The Series A Voting Preferred Stock will be entitled to this 51% voting right no matter how many
shares of common stock or other voting capital stock of the Company is issued and outstanding in the future.
As
of June 18, 2019, the Record Date, there were issued and outstanding (i) 221,321,504 shares of our Common Stock, and (ii) 1,000,000
shares of our Series A Voting Preferred. Based upon the 221,321,504 shares of Common Stock issued and outstanding, the Series
A Voting Preferred Stockholders are entitled to vote and have, in fact, voted in favor of the Corporate Action casting 112,873,967
affirmative votes. In addition, the Series A Voting Preferred Stockholders also own an aggregated of 44,202,921 shares of Common
Stock and collectively, the Majority Consenting Stockholders affirmative vote represented 157,076,888 voting shares or 70.97 %
of the total voting capital stock of the Company as of the Record Date.
ACTION
TO BE TAKEN
The
Authorized Common Stock Share Increase will become effective on the date that we file the Amended Articles of Incorporation of
the Company (the “Articles of Amendment”) with the Secretary of State of the State of Nevada. Such filing can occur
no earlier than twenty (20) calendar days after the mailing of the Definitive Information Statement.
We
currently expect to file the Amendment on or about July __, 2019.
INCREASE
IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
General
The
number of authorized shares of our Common Stock will be increased from four hundred million (400,000,000) shares to nine hundred
million (900,000,000) shares (the “Authorized Common Stock Share Increase”).
As
of June 18, 2019, there were issued and outstanding 221,321,504 shares of our Common Stock and approximately 175,000,000 shares
of Common Stock reserved for issuance underlying convertible notes, options and warrants. We have been funding our operations
utilizing proceeds from convertible notes and expect to do so until we begin to generate significant revenues from our proprietary
physical therapy telehealth operations (“PHZIO”). As a result of funding the development of PHZIO and the costs of
our operations by the issuance of shares of our Common Stock and the requirement of reserving shares underlying convertible notes,
we do not have a sufficient number of authorized but unissued and unreserved shares of Common Stock for near term corporate purposes.
See the discussion below under “
Purpose and Effect of Increasing the Number of Authorized
Shares
.”
Purpose
and Effect of Increasing the Number of Authorized Shares
The
additional shares of Common Stock for which authorization is sought would be part of the existing class of Common Stock, if and
when issued. These shares would have the same rights and privileges as the shares of Common Stock currently outstanding. Holders
of the Company’s Common Stock do not have preemptive rights to subscribe for and purchase any new or additional issues of
Common Stock or securities convertible into Common Stock.
The
Board of Directors believes that the increase in the number of authorized shares of Common Stock is in the best interests of the
Company and its stockholders. The purpose of increasing the number of authorized shares of Common Stock is to have shares available
for issuance for such corporate purposes as the Board of Directors may determine in its discretion, including, without limitation:
●
conversion of convertible securities
●
retiring convertible debt
●
investment opportunities
●
stock dividends or other distributions
●
future financings and other corporate purposes
●
future acquisitions
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The
following table lists the number of shares of Common Stock of our Company as of June 18, 2019, the Record Date, that are beneficially
owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock;
(ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial
ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using
“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person
is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or
direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.
The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership
within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial owner of the same securities,
and a person may be deemed to be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest.
Except as noted below, each person has sole voting and investment power.
The
business address of each beneficial owner listed is in care of 11825 Major Street, Culver City, California, 90230 unless otherwise
noted. 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.
As
of June 18, 2019, we had 221,321,504 shares of Common Stock and 1,000,000 shares of Series A Voting Preferred Stock issued and
outstanding.
Name of Beneficial Owner (1)
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Common
Stock
Beneficially
Owned (1)
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Percentage
of
Common
Stock
Owned (1)
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Shares of Series A Preferred Stock
Held (2)
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Percentage
of Series A
Preferred
Held
|
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Number and
Percentage of
Total Voting
Shares
|
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Darwin Fogt, CEO and President
|
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7,400,000
|
|
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3.35
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%
|
|
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170,000
|
|
|
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17
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%
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26,588,574 or 12.01
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%
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Douglas MacLellan, Chairman
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7,750,000
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3.51
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%
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170,000
|
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17
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%
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26,938,574
or 12.17
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%
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David Markowski, CFO
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3,100,000
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|
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1.40
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%
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170,000
|
|
|
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17
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%
|
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22,288,574
or 10.07
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%
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Curtis Hollister, CTO
|
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22,747,921
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|
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10.28
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%
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170,000
|
|
|
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17
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%
|
|
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41,936,495
or 18.95
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%
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Brandon Rowberry, Director
|
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500,000
|
|
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0.23
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%
|
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25,000
|
|
|
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2.5
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%
|
|
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3,321,849
or 1.50
|
%
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Doug Cole, Director
|
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200,000
|
|
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0.09
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%
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75,000
|
|
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7.5
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%
|
|
|
8,665,547
or 3.91
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%
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Rochelle Pleskow, Director
|
|
|
300,000
|
|
|
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0.14
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%
|
|
|
25,000
|
|
|
|
2.5
|
%
|
|
|
3,121,849 or 1.41
|
%
|
Director and Officer (7 people)
|
|
|
41,997,921
|
|
|
|
19.00
|
%
|
|
|
805,000
|
|
|
|
80.5
|
%
|
|
|
132,861,459
or 60.03
|
%
|
|
(1)
|
Applicable
percentage ownership is based on 221,321,504 shares of Common Stock outstanding as of June 18, 2019. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of June
18, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage
of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any
other person.
|
|
(2)
|
The
1,000,0000 shares of Series A Preferred Shares have the right to vote in the aggregate, on all shareholder matters votes equal
to 51% of the total shareholder vote on any and all shareholder matters. The Series A Preferred Stock will be entitled to
this 51% voting right, representing at present 112,873,967 votes based on the 221,321,504 shares of Common Stock outstanding,
no matter how many shares of Common Stock or other voting stock of the Company’s stock are issued and outstanding in
the future.
|
ADDITIONAL
INFORMATION
The
Company is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information
statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”)
with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The
Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”).
We
will also provide without charge, to each person to whom a proxy/information statement is delivered, upon written or oral request
of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy
of any and all of the information that has been incorporated by reference in this proxy statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information
that the proxy statement incorporates). Such requests should be directed to the address and phone number indicated below. This
includes information contained in documents filed subsequent to the date on which definitive copies of the proxy statement are
sent or given to security holders, up to the date of responding to the request.
By
order of the Board of Directors of
EWellness
Healthcare Corporation
11825
Major Street
Culver
City, California 90230
(855)
470-1700
Date:
June 24, 2019
|
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|
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By:
|
/s/
Darwin Vogt
|
|
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Darwin
Vogt, Chief Executive Officer
|
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Exhibit
A
JOINT
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
AND
MAJORITY
CONSENTING STOCKHOLDERS
OF
EWELLNESS
HEALTHCARE CORPORATION
June
21, 2019
The
undersigned, being all of the Directors of
eWellness Healthcare Corporation,
a Nevada corporation (the “Corporation”),
hereby unanimously consent to the following resolutions (the “Resolutions”) pursuant to the authority of the Board
of Directors as required by the provisions of the Nevada Revised Statutes (“NRS”).
WHEREAS
,
the Corporation’s Article IV Section 1 shall be amendment and read as follows:
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(1)
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The total number of shares of all classes of stock
which the Corporation shall have authority to issue shall be nine hundred twenty million (920,000,000)
shares, of which nine hundred million (900,000,000) shares shall be common stock, par value $0.001 per share (the “Common
Stock”) and twenty million (20,000,000) shares shall be preferred stock, par value $.001 per share (the
“Preferred Stock”).
|
FURTHER
RESOLVED,
that the proper officers of the Corporation be, and each of them hereby is, in accordance with the foregoing resolutions,
authorized, empowered and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver, or cause to
be prepared, executed and delivered, any and all certificates, reports, applications, notices, instruments or other documents
and to do or cause to be done any and all such other acts and things as, in the opinion of any such officer, may be necessary,
appropriate or desirable in order to enable the Corporation fully and promptly to carry out the purposes and intent of the foregoing
Resolutions, to make any filings pursuant to applicable laws and rules, and to take all other actions that he or she deems necessary
to effectuate and carry out the purposes of the foregoing Resolutions and to permit the transactions contemplated thereby to be
lawfully consummated; and
FURTHER
RESOLVED,
that all actions previously taken by any officer, director, representative or agent of the Corporation, in the
name or on behalf of the Corporation or any of its affiliates in connection with the transactions contemplated by the
foregoing Resolutions be, and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the
act and deed of the Corporation.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of the 18th day of June 2019.
/s/:
Darwin Fogt
|
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Darwin
Fogt, Director
|
|
|
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/s/:
Douglas MacLellan
|
|
Douglas
MacLellan, Chairman
|
|
|
|
/s/:
David Markowski
|
|
David
Markowski, Director
|
|
|
|
/s/:
Douglas Cole
|
|
Douglas
Cole, Director
|
|
|
|
/s/:
Curtis Hollister
|
|
Curtis
Hollister, Director
|
|
|
|
/s/:
Rochelle Pleskow
|
|
Rochelle
Pleskow, Director
|
|
|
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/s/:
Brandon Rowberry
|
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Brandon
Rowberry, Director
|
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MAJORITY
CONSENTING STOCKHOLDERS
Name
|
|
Shares
of Series A Voting Preferred Stock
|
|
Shares
of Common Stock
|
|
Voting
Capital Stock (1)
|
/s/:
Darwin Fogt
|
|
170,000
shares
|
|
7,400,000
shares
|
|
26,588,574
or 12.01%
|
/s/:
Curtis Hollister
|
|
170,000
shares
|
|
22,747,921
shares
|
|
41,936,495
or 18.95%
|
/s/:
Douglas C. MacLellan
|
|
170,000
shares
|
|
7,750,000
shares
|
|
26,938,574
or 12.17%
|
/s/:
David Markowski
|
|
170,000
shares
|
|
3,100,000
shares
|
|
22,288,571
or 10.07%
|
/s/:
Michael Block
|
|
170,000
shares
|
|
2,000,000
shares
|
|
21,188,528
or 9.57%
|
/s/:
Doug Cole
|
|
75,000
shares
|
|
200,000
shares
|
|
8,665,547
or 3.91%
|
/s/:
Brandon Rowberry
|
|
25,000
shares
|
|
500,000
shares
|
|
3,321,849
or 1.50%
|
/s/:Rochelle
Pleskow
|
|
25,000
shares
|
|
300,000
shares
|
|
3,121,849
or 1.41%
|
/s/:
Donna Moore
|
|
25,000
shares
|
|
205,000
shares
|
|
3,026,842
or 1.37%
|
Total
|
|
1,000,000
shares
|
|
44,202,921
shares
|
|
157,076,829
or 70.98%
|
|
(1)
|
Applicable
percentage ownership is based on total voting shares and 221,321,504 shares of Common Stock outstanding as of June 18, 2019.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable
within 60 days of June 18, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose
of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.
|
Exhibit
B
STATE
OF NEVADA
ARTICLES
OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
eWellness
Healthcare Corporation, a corporation organized and existing under and by virtue of the NRS 78 of the State of Nevada, does hereby
certify:
FIRST:
That at a meeting of the Board of Directors of eWellness Healthcare Corporation (the “Corporation”), resolutions
were duly adopted setting forth a proposed amendment of the Articles of Incorporation of said Corporation, declaring said
amendment to be advisable and based upon the written consent of the holders of the Corporation’s Series A Voting
Preferred Stock and Common Stock of said Corporation holding a majority of the outstanding shares of voting capital stock
(collectively, the “Majority Consenting Stockholders”) for consideration thereof. The resolutions setting forth
the proposed amendment are as follows:
RESOLVED,
that the Articles of Incorporation of this Corporation be amended by changing the ARTICLE VI so that, as amended, said Article
shall be and read as follows:
“ARTICLE
VI: The Corporation shall be authorized to issue nine hundred and twenty million (920,000,000) shares of capital stock, of which
nine hundred million (900,000,000) shares shall be shares of common stock, par value $0.001 per share (“Common Stock”)
and twenty million (20,000,000) shares shall be shares of preferred stock, par value of $0.001 per share, which may be issued
in one or more series (“Preferred Stock”). The Board of Directors of the Corporation is authorized to fix the powers,
preferences, rights, qualifications, limitations or restrictions of the Preferred Stock and any series thereof pursuant to NRS
78.195, including but not limited to the following relative rights and preferences, as to which there may be variations among
different series:
(a)
The rate and manner of payment of dividends, if any;
(b)
Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
(c)
The amount payable upon shares in the event of liquidation, dissolution or other winding-up of the Corporation;
(d)
Sinking fund provisions, if any, for the redemption or purchase of shares;
(e)
The terms and conditions, if any, on which shares may be converted or exchanged;
(f)
Voting rights, if any; and
(g)
Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the laws of the State of Nevada.
The
Board of Directors shall have the authority to determine the number of shares that will comprise each series.
Prior
to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series,
the appropriate officers of the Corporation shall file such documents with the State of Nevada as may be required by law.”
SECOND: That thereafter, pursuant to resolutions
of its Board of Directors, and based upon the written consent of the Majority Consenting Stockholders, who are the holders of a
majority of the outstanding shares of voting capital stock of said Corporation in accordance with section 78.320 of Nevada Revised
Statutes, the necessary number of shares as required by statute, were voted in favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of NRS 78 of the State of Nevada.
IN
WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 18th day of June 2019.
By:
|
/s/
Darwin Fogt
|
|
Name:
|
Darwin
Fogt
|
|
Title:
|
Chief
Executive Officer, President and Director
|
|
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