CORPORATE ACTION AUTHORIZED BY WRITTEN
ARE NOT ASKING YOU FOR A PROXY AND
ARE REQUESTED NOT TO SEND US A PROXY
Information Statement is being furnished to the stockholders of GEX Management, Inc., Texas corporation (“Company,”
“we,” “us” or “our”), to advise them of the corporate action described herein, which has been
authorized by the written consent of stockholders owning a majority of the Company’s voting stock, in accordance with the
requirements of the Texas Business Organization Code.
board of directors has determined that the close of business on February 21, 2019 was the record date (“Record Date”)
for the stockholders entitled to notice about the actions authorizing the amendment of our articles of incorporation to increase
the number of authorized shares of common stock to 15,000,000,000. The foregoing amendment is referred to herein
as the “Action.”
Section 6.201 of the Texas Business Organization Code, any action required or permitted by the Texas Business Organization Code
to be taken at a meeting of stockholders of a Texas corporation may be taken without a meeting, without prior notice and without
a vote, if consents in writing, setting forth the action so taken, are signed by stockholders holding at least a majority of the
of the Record Date, Srikumar Vanamali and Shaheed Bailey, who then owned of record 800,000 shares of our Series A1 Voting
Preferred Stock (“Super Voting Preferred Stock”), representing 51% of our outstanding shares of voting stock as of
the Record Date, executed and delivered to us a written consent authorizing and approving the Action.
of Preferred Stock Holder
Series A Voting
Preferred Stock Held
of Voting Equity in Favor of Action
the Action has been approved by the holders of a majority of our outstanding shares of voting stock and no further vote or further
action of our stockholders is required to approve the Action. You are hereby being provided with notice of the approval of the
Action by less than unanimous written consent of our stockholders. Stockholders do not have any dissenter or appraisal rights
in connection with the Action.
February 21, 2019, our board of directors approved the amendment of our articles of incorporation to increase the number
of authorized shares of Common Stock to 15,000,000,000 and authorized our officers to deliver this Information Statement.
executive offices are located at 12001 N Central Expy, #825, Dallas, Texas 75243, and our telephone number is (877) 210-
of Persons in Matters to be Acted Upon
officer, director or principal stockholder has a substantial or material interest in the favorable outcome of the Actions other
than as discussed herein.
the time of the stockholder action our issued and outstanding voting securities consisted of shares of Common Stock and Super
Voting Preferred Stock. There were 60,171,942 shares of Common Stock issued and outstanding as of the Record Date and 800,000
shares of Super Voting Preferred Stock issued and outstanding as of the Record Date.
rights of Super Voting Preferred Stock are set forth in the Certificate of Designations filed with the State of Texas.
The Super Voting Preferred Stock ranks senior to the Corporation’s Common Stock but junior to any class or series of the
Corporation’s preferred stock hereafter created and/or issued. Except as otherwise provided herein or by law and in addition
to any right to vote as a separate class as provided by law, the holder of the Super Voting Preferred Stock shall have full voting
rights and powers on all matters subject to a vote by the holders of the Corporation’s Common Stock and shall be entitled
to notice of any shareholders meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, with respect
to any question upon which holders of Common Stock having the right to vote, including, without limitation, the right to vote
for the election of directors, voting together with the holders of Common Stock as one class. For so long as Super Voting Preferred
Stock is issued and outstanding, the holders of Super Voting Preferred Stock shall vote together as a single class with the holders
of the Corporation’s Common Stock and the holders of any other class or series of shares entitled to vote with the Common
Stock, with the holders of Super Voting Preferred Stock being entitled to fifty-one percent (51%) of the total votes on all such
matters regardless of the actual number of shares of Super Voting Preferred Stock then outstanding, and the holders of Common
Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes
based on their respective voting power.
otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares
of the outstanding shares of Super Voting Preferred Stock shall not be entitled to receive dividends, and the holders of Super
Voting Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock
of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever,
whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the
Super Voting Preferred Stock nor shall the shares of Super Voting Preferred Stock be convertible into shares of the Corporation’s
Common Stock. The holder or holders of the Super Voting Preferred Stock shall not be entitled to receive any distributions in
the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.
IN AUTHORIZED COMMON STOCK
are increasing our authorized shares of Common Stock because we will likely be required, in connection with the ongoing operation
of our business, to issue shares of Common Stock, options, awards and warrants for financing our future operations, for acquiring
other businesses, for forming strategic partnerships and alliances, and for stock dividends and stock splits. No such specific
issuances are currently anticipated.
our board of directors believes it is in our best interests and the best interests of our stockholders to increase the number
of authorized shares of Common Stock to provide a sufficient number of authorized and reserved shares
to allow for the issuance of shares of Common Stock or other securities in connection with the financing of our operations, the
acquisition of other businesses, the establishment of joint ventures, and such other purposes as our board of directors determines.
increase in the number of authorized shares of Common Stock to a level that continues to provide a meaningful number of authorized
but unreserved shares will permit our board of directors to issue additional shares of Common Stock without further approval of
our stockholders, and our board of directors does not intend to seek stockholder approval prior to any issuance of the authorized
capital stock unless stockholder approval is required by applicable law or stock market or exchange requirements. Our issuance
of additional shares of Common Stock may result in substantial dilution to our existing stockholders, and such issuances may not
require stockholder approval.
issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and on the equity and voting power
of existing holders of Common Stock. It may also adversely affect the market price of Common Stock. However, if additional shares
are issued in transactions whereby favorable business opportunities are provided which allow us to pursue our business plans,
the market price of Common Stock may increase.
holders of Common Stock are entitled to receive dividends when, as, and if declared by our board of directors out of funds legally
available therefor. In the event of our liquidation, dissolution or winding up, the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made
for each class of stock having preference over Common Stock. Holders of Common Stock have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to Common Stock. The holders of Common Stock are entitled to one vote
for each share held of record on all matters to be voted on by our stockholders.
the Record Date, the amendment of our articles of incorporation, as amended, to increase the number of authorized shares of Common
Stock to 15,000,000,000 was approved by the written consent of stockholders representing approximately 51.0% of our outstanding
voting stock. On February 21, 2019, our board of directors approved such amendment. The approval of the amendment of
articles of incorporation, as amended, to authorize the increase of the number of authorized shares of Common Stock to
15,000,000,000 required such board approval and the affirmative vote of stockholders representing a majority of our outstanding
voting securities. Such requirements have been met, so no vote or further action of our stockholders is required to approve the
amendment of our articles of incorporation to authorize the increase of the number of authorized shares of Common Stock to 15,000,000,000.
are hereby being provided with notice of the approval of such amendment by less
than unanimous written consent of our stockholders.
after the twentieth day after the date this Information Statement has first been sent to stockholders, we intend to take all other
required actions to complete the amendment of our articles of incorporation to increase the number of authorized shares of Common
Stock to 15,000,000,000 consistent with the foregoing.
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
are delivering this Information Statement to all stockholders of record as of the Record Date. Stockholders residing in the same
household who hold their shares in the name of a bank, broker or other holder of record may receive only one Information Statement
if previously notified by their bank, broker or other holder. This process, by which only one Information Statement is delivered
to multiple security holders sharing an address, unless contrary instructions are received from one or more of the security holders,
is called “householding.” Householding may provide convenience for stockholders and cost savings for companies. Once
begun, householding may continue unless instructions to the contrary are received from one or more of the stockholders within
of this Information Statement are available promptly by calling (877) 210-4396, or by writing to GEX Management, Inc., Attn: Investor
Relations, 12001 N Central Expy, #825, Dallas, TX 74243. If you are receiving multiple copies of this Information Statement, you
also may request orally or in writing to receive a single copy of this Information Statement by calling (877) 210-4396, or by
writing to GEX Management, Inc., Attn: Investor Relations, 12001 N Central Expy, #825, Dallas, TX 75243.
OF ACTION BY WRITTEN CONSENT
THE HOLDERS OF VOTING PREFERRED STOCK
take note, pursuant to Section 9 of Article I of the Bylaws of GEX Management, Inc, a Texas Corporation (the “Corporation”)
and Section 6.201 of the Texas Business Organization Code, holders of more than fifty per cent of the voting rights attributable
to shares in the Series A1 Voting Preferred Stock of the Corporation (the “Stockholders”) have given their written
consent to the adoption of the following resolutions:
the Corporation’s Board of Directors (“the Board”) believes it is in the best interest of the Corporation to
restructure the Corporation’s balance sheet; and
in order to facilitate the restructuring of the Corporation’s balance sheet, the Board deem it advisable to increase the
Corporation’s authorized common stock to 15,000,000,000 shares of common stock par value $0.001 par value per share (the
the Stockholders believe that the Increase is in the best interest of the Corporation and its stockholders as it will provide
the Corporation with the capital necessary to fully execute on its business plan, and
the Stockholders deem it advisable to undertake the Increase.
, it being in the best interests of the Corporation, it is hereby:
that the Corporation is authorized to amend its Certificate of Incorporation/Bylaws to effectuate the Increase; and it is further,
that any officer of the Corporation be, and each of them hereby is, authorized to cause to be prepared and filed with the Secretary
of State of the State of Texas, a Certificate of Amendment of the Corporation’s Certificate of Incorporation/Bylaws in the
form attached hereto; and it is further,
that any officer of the Corporation be, and each of them hereby is authorized and directed to execute and deliver on behalf and
in the name of the Corporation all such other supporting or related documents and instruments and to make any such filings with
the appropriate governmental agencies and exchanges, and incur any cost or expense in connection therewith as may be determined
by any such officer to be reasonably necessary to accomplish the purpose of these Resolutions and to do all other things and acts
which any such officer may determine to be necessary and appropriate to carry out the purposes of these Resolutions (as conclusively
evidenced by the taking of such action or the execution and delivery of such instruments, documents or amendments, as the case
may be) and all actions heretofore taken by any director or officer of the Corporation in connection with the subject of the foregoing
recitals and Resolutions are, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Corporation;
and it is further
that the action taken by this Consent shall have the same force and effect as if taken at a meeting of the Stockholders of the
Corporation, duly called; and it is further,
that this Consent may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together,
shall be deemed one and the same document.
, that any action taken or to be taken by the Corporation’s Officers for and on behalf of the Corporation in
connection with the foregoing resolutions are hereby ratified and approved as the actions of the Corporation
signature below are the genuine signatures of such persons
Vanamali, Interim Chief Executive Officer, Executive Director and Series A1 Preferred Voting Stockholder
Bailey, Interim Chief Investment Officer, Director and Series A1 Preferred Voting Stockholder