INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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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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Definitive Information Statement
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INNERSCOPE HEARING TECHNOLOGIES, INC.
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(Name of Registrant As Specified In Its Charter)
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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INNERSCOPE HEARING TECHNOLOGIES, INC.
2151 Professional Drive, Second Floor
Roseville, CA 95661
916-218-4100
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Approximate Date of Mailing: August 6,
2019
TO THE STOCKHOLDERS OF INNERSCOPE HEARING TECHNOLOGIES,
INC.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
NOTICE OF ACTION BY WRITTEN CONSENT OF HOLDER
OF A MAJORITY OF THE OUTSTANDING VOTING STOCK OF INNERSCOPE HEARING TECHNOLOGIES, INC.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
This notice and accompanying Information Statement
is furnished to the holders of shares of common stock, par value $0.0001 per share, of INNERSCOPE HEARING TECHNOLOGIES, INC., a
Nevada corporation (the “Company”), pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the following
action described below taken by written consent of the holder of a majority of the voting power of the issued and outstanding
capital stock of the Company and by unanimous written consent of the Board of Directors of the Company:
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File a Certificate of Amendment together with Amended and Restated Articles of Incorporation to amend the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to increase the number of authorized shares from 515,000,000 to 1,000,000,000 and increase its authorized common stock from 490,000,000 to 975,000,000 (the “Amendment”).
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The purpose of this Information Statement is
to notify our stockholders that on July 2, 2019, stockholders holding a majority of the voting power of our issued and outstanding
capital stock executed a written consent approving the Amendment to the Articles. The Amendment was approved unanimously by the
Board of Directors of the Company on July 2, 2019, pursuant to a written consent. In accordance with Rule 14c-2 promulgated under
the Exchange Act, the Amendment will become effective no sooner than 20 days after we mail this notice and the accompanying Information
Statement to our stockholders.
Stockholders of record at the close of business
on July 31, 2019, are entitled to notice of this stockholder action by written consent. Because this action has been approved
by the holder of the required majority of the voting power of our voting stock, no proxies were or are being solicited. The Amendment
will not be effected until at least 20 calendar days after the mailing of the Information Statement accompanying this Notice to
our stockholders. We anticipate that the Amendment will become effective on or about August 26, 2019, at such time as a Certificate
of Amendment together with Amended and Restated Articles of Incorporation to our Articles is filed with the Secretary of State
of Nevada, which filing shall not be made until at least 20 calendar days after the mailing of this Information Statement. We
plan to mail this Information Statement on or about August 6, 2019 to all of our stockholders of record as of the close of business
on July 31, 2019.
The written consent that we received constitutes
the only stockholder approval required for the Amendment under Nevada law and the Company’s Articles and bylaws, each as
amended. As a result, no further action by any other stockholder is required to approve the Amendment to the Articles and we have
not and will not be soliciting your approval of the Amendment.
This notice and the accompanying Information
Statement are to be mailed to our holders of common stock of record as of July 31, 2019 on or about August 6, 2019.
This notice
and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance with
Rule 14c-2 promulgated under the Exchange Act. This notice and the accompanying Information Statement shall constitute notice
to you of the action by written consent in accordance with the Nevada Revised Statutes and our Bylaws, as amended.
Attached hereto for your review is an Information
Statement relating to the above-described action. Please read this Information Statement carefully. It describes the essential
terms of the action to be taken. Additional information about the Company is contained in its reports filed with or furnished to
the Securities and Exchange Commission (the “SEC”). These reports, their accompanying exhibits and other documents
filed with the SEC may be inspected without charge at the Public Reference Section of the SEC at 100 F Street, N.E., Washington,
D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed rates. The SEC also maintains a website that
contains reports, proxy and information statements and other information regarding public companies that file reports with the
SEC. Copies of these reports may be obtained on the SEC’s website at
www.sec.gov
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NO VOTE OR OTHER ACTION OF THE COMPANY’S
STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED
TO SEND US A PROXY.
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By Order of the Board of Directors,
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INNERSCOPE HEARING TECHNOLOGIES, INC.
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/s/ Matthew Moore
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Matthew Moore
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Chief Executive Officer
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August 6, 2019
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INNERSCOPE HEARING TECHNOLOGIES, INC.
2151 Professional Drive, Second Floor
Roseville, CA 95661
(916) 218-4100
August 6, 2019
Information Statement Pursuant to Section
14C
of the Securities Exchange Act of 1934
INFORMATION CONCERNING THE ACTION BY WRITTEN
CONSENT
Pursuant to Section 14(c) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated thereunder, the notice and this
information statement (this “Information Statement”) will be mailed on or about August 6, 2019, to the stockholders
of record, as of July 31, 2019 (the “Record Date”), of InnerScope Hearing Technologies, Inc., a Nevada corporation
(hereinafter referred to as “we,” “us,” “our” or the “Company”).
This Information Statement is being circulated
to notify stockholders of an action already approved and taken without a meeting by written consent of the stockholder who holds
a majority of the voting power of our voting stock pursuant to Rule 14c-2 of the Exchange Act of 1934, as amended, and pursuant
to the Nevada Revised Statutes (the “NRS”) and our Bylaws, as amended.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
On July 2, 2019, stockholders holding a majority
of the voting power of our issued and outstanding capital stock executed a written consent approving filing a Certificate of Amendment
together with Amended and Restated Articles of Incorporation to amend the Company’s Amended and Restated Articles of Incorporation
(the “Articles”) to increase the number of authorized shares from 515,000,000 to 1,000,000,000 and increase its authorized
common stock, $.0001 par value per share (the “Common Stock”), from 490,000,000 to 975,000,000 (the “Amendment”
also referred to herein as the “Increase in Authorized Shares of Common Stock”).
The Amendment will become effective upon the
filing of the Amendment with the Secretary of State of the State of Nevada.
Pursuant to Rule 14c-2 promulgated under the
Exchange Act, the Amendment will not be effected until at least 20 calendar days after the mailing of this Information Statement
to our stockholders.
Common Stock
Currently, the Company has authorized 490,000,000
shares of Common Stock. As of July 31, 2019, there were 45 stockholders of record (not including beneficial owners of common stock
whose shares are held in the names of banks, brokers, nominees or other fiduciaries) of our Common Stock and 182,391,777 shares
of our Common Stock were issued and outstanding (with the holder of each share having one vote), and 900,000 shares of Series
B Preferred Stock (with the holder of each share having 1,000 votes).
The Majority Stockholders, who hold 57,060,000
shares of common stock and 900,000 shares of Series B Preferred Stock (approximately 90% of the total voting equity of the Company),
has voted in favor of the Authorized Share Increase, thereby satisfying the requirement under Section 7-107-104 of the NRS that
at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of
the Majority Stockholders, the number of shares of Common Stock and Series B Preferred Stock held by the Majority Stockholders,
the total number of votes that each Majority Stockholder voted in favor of the Authorized Share Increase, and the percentage of
the issued and outstanding voting equity of the Company voted in favor thereof.
Name of Majority Stockholder
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Number of Shares of Common
Stock held
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Number of Series B Preferred Stock held
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Number of Votes held by such Stockholder
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Number of Votes that Voted
in favor of the Actions
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Percentage of the Voting Equity
that Voted in favor of the Action
(1)
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Matthew Moore
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19,020,000
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300,000
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319,020,000
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319,020,000
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30.04
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%
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Mark Moore
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19,020,000
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300,000
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319,020,000
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319,020,000
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30.04
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%
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Kimberly Moore
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19,020,000
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300,000
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319,020,000
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319,020,000
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30.04
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%
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Total
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57,060,000
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900,000
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957,060,000
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957,060,000
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90.12
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%
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(1)
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Based on 161,826,469 shares of Common Stock and 900,000 shares of super-voting Series B Preferred Stock considered issued and outstanding as of July 2, 2019.
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Since the holders of a majority of the voting
power of the Company’s issued and outstanding shares of capital stock have voted in favor of the Increase in Authorized Shares
of Common Stock, and since the Company’s Board of Directors have approved the Increase in Authorized Shares of Common Stock
by unanimous written consent, all corporate actions necessary to authorize the Increase in Authorized Shares of Common Stock have
been taken. This Information Statement is furnished solely for the purpose of informing our stockholders, in the manner required
under the Exchange Act of the Increase in Authorized Shares of Common Stock. Therefore, this Information Statement is being sent
to you for informational purposes only.
The Increase in Authorized Shares of
Common Stock will be effective on or about August 26, 2019, (the “Effective Date”), which date shall be no sooner
than 20 days after we mail this Information Statement to our stockholders. Our Board of Directors retains the authority to
abandon the Increase in Authorized Shares of Common Stock for any reason at any time prior to the Effective Date. Because the
Increase in Authorized Shares of Common Stock has already been approved by the holders of the majority voting power of the
Company’s issued and outstanding shares of capital stock, you are not required to take any action. This Information
Statement provides to you notice that the Increase in Authorized Shares of Common Stock has been approved. You will receive
no further notice of the approval nor of the Effective Date of the Increase in Authorized Shares of Common Stock other than
pursuant to reports which we will be required to file with the Securities and Exchange Commission in the future.
Our common stock is traded over the counter
on the OTCQB under the symbol INND. On July 31, 2019, the closing price for our common stock as reported on the OTCQB was $0.0148
per share.
THIS IS NOT A NOTICE OF A SPECIAL MEETING
OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
APPRAISAL AND DISSENTERS’ RIGHTS
Stockholders do not have appraisal rights under
the NRS or under the Company’s Articles or By-laws, each as amended, in connection with the Amendment. Pursuant to the NRS,
the Amendment described in this Information Statement will not afford stockholders the opportunity to dissent from the action described
herein.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record
at the close of business on the Record Date, are entitled to notice of the information disclosed in this Information Statement.
As of the Record Date, our authorized securities consist of (i) 490,000,000 shares of Common Stock with a par value of $0.0001
per share and (ii) 10,000,000 shares of preferred stock with a par value of $0.0001 per share, 900,000 of which are Series B Preferred
Stock and the remainder of which shall be issuable in such series, and with such designations, rights and preferences as the Board
of Directors may determine from time to time.
As of the Record Date,
there were: (i) 182,391,777 shares of Common Stock issued and outstanding, held by 45 holders of record (not including beneficial
owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries) and (ii) 900,000 shares
of Series B Preferred Stock issued and outstanding, 300,000 shares of Series B Preferred Stock are held by each of Matthew Moore,
Mark Moore and Kimberly Moore.
EXPENSES
The costs of preparing,
printing and mailing this Information Statement will be borne by the Company.
INCREASE IN AUTHORIZED SHARES OF COMMON
STOCK
The holder of the majority voting power of
our issued and outstanding capital stock and our Board of Directors have approved filing a Certificate of Amendment together with
Amended and Restated Articles of Incorporation to amend (the “Amendment”) the Amended and Restated Articles of Incorporation
of the Company (the “Articles”) to effect an increase in the number of authorized shares of the Company from 515,000,000
to 1,000,000,000 and increase its authorized Common Stock, $.001 par value per share, from 490,000,000 to 975,000,000 (the “Increase
in Authorized Shares of Common Stock”).
Purpose of Increase in Authorized Shares
of Common Stock
The purpose of the Increase in Authorized Shares
of Common Stock is to increase the number of Common Stock shares available for issuance to investors who agree to provide the Company
with the funding it requires to continue its operations, and/or to persons in connection with potential acquisition transactions,
warrant or option exercises and other transactions under which our Board of Directors may determine is in the best interest of
the Company and our stockholders. Our Board of Directors believes it is in the best interest of our Company to increase the number
of authorized shares of Common Stock in order to give us greater flexibility in considering and planning for future corporate needs,
including, but not limited to, future financing and recapitalization efforts as well as other general corporate transactions. The
Board of Directors believes that additional authorized shares of common stock will enable us to take timely advantage of market
conditions and favorable financing and acquisition opportunities that become available to us. We do not have any definitive plans,
arrangements, understandings or agreements regarding the issuance of the additional shares of common stock that will result from
our adoption of the proposed Amendment.
Potential Effects of Increase in Authorized
Shares of Common Stock
Except as otherwise required by law, the newly
authorized shares of Common Stock will be available for issuance at the discretion of our Board of Directors (without further action
by the stockholders) for various future corporate needs, including those outlined above. While adoption of the proposed Amendment
would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future
issuance of additional authorized shares of our Common Stock will, among other things, dilute the earnings per share of our Common
Stock and the equity and voting rights of those holding Common Stock at the time the additional shares are issued.
Any newly authorized shares of Common Stock
will be identical to the shares of Common Stock now authorized and outstanding.
The proposed Amendment will not affect the
rights of current holders of our Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.
Possible Anti-Takeover Effects of Increase
in Authorized Shares of Common Stock
We are not increasing our authorized Common
Stock to construct or enable any anti-takeover defense or mechanism on behalf of the Company.
However, we could use the additional shares
of Common Stock that will become available for issuance to oppose a hostile takeover attempt or to delay or prevent changes in
control or management of the Company. Although the Amendment has not been prompted by the threat of any hostile takeover attempt
(nor is the Board of Directors currently aware of any such attempts directed at the Company), nevertheless, shareholders should
be aware that this proposal could facilitate future efforts by us to deter or prevent changes in control of the Company, including
transactions in which the Company’s shareholders might otherwise receive a premium for their shares over then current market
prices.
For example, shares of the authorized but unissued
Common Stock could (within the limits imposed by applicable law) be issued in one or more transactions that would discourage persons
from attempting to gain control of the Company, by diluting the voting power of Common Stock shares then outstanding. Similarly,
the issuance of additional Common Stock shares to certain persons allied with the Company’s management could have the effect
of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights of
persons seeking to cause such removal. Each of these, together with other anti-takeover provisions provided by Nevada law, could
potentially limit the opportunity for the Company’s stockholders to dispose of their Common Stock Shares at a premium. We
do not have any anti-takeover provisions present in our governing documents.
The Board of Directors is not aware of any
attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that
it be utilized as a type of anti-takeover device or to secure management’s positions within the Company. In addition, there
are no plans or proposals to adopt any anti-takeover provisions or to enter into any other arrangements that may have material
anti-takeover consequences.
The increase in our Common Stock shares is
not in any way related to any plans or intentions to enter into a merger, consolidation, acquisition or similar business transaction.
Effective Date of Increase in Authorized
Shares of Common Stock
The Increase in Authorized Shares of Common
Stock will be effective on or about August 26, 2019 (the “Effective Date”), at such time as the Amendment is filed
with the Secretary of State of Nevada, which date, pursuant to Rule 14c-2 promulgated under the Exchange Act, shall be no sooner
than 20 days after we mail this Information Statement and accompanying notice to our stockholders, which is expected to take place
on August 6,, 2019. Our Board of Directors retains the authority to abandon the Increase in Authorized Shares of Common Stock
for any reason at any time prior to the Effective Date.
The form of the proposed Amendment necessary
to effect the Increase in Authorized Shares of Common Stock together with the proposed Amended and Restated Articles including
the Amendment are attached hereto as
Appendix A
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information
regarding beneficial ownership of our Common Stock and Series B preferred Stock as of July 31, 2019, by:
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Each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock and/or Series B Preferred Stock,
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Each director and each of our named executive officers, and
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All executive officers and directors as a group.
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As of July 31, 2019, there were 182,391,777
shares of our Common Stock issued and outstanding.
As of July 31, 2019, there were 900,000 shares
of our Series B Preferred Stock issued and outstanding.
The number of shares of Common Stock beneficially
owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting
power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof,
through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and
voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion
herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. Unless
otherwise indicated, the business address of each person listed is c/o INNERSCOPE HEARING TECHNOLOGIES, INC. 2151 Professional
Drive, 2
nd
Floor, Roseville, CA 95661. For the beneficial ownership of the stockholders owning 5% or more of the shares,
the Company relied on publicly available filings and representations of the stockholders.
Title of Class
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Name & Address of Beneficial Owners
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Amount & Nature
of Beneficial Ownership
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Percent of
Class
(1)
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Common Stock
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Matthew Moore
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19,020,000
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10.43
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%
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Common Stock
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Mark Moore
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19,020,000
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10.43
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%
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Common Stock
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Kimberly Moore
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19,020,000
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10.43
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%
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Common Stock
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All Officers and Directors as a Group
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57,060,000
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31.28
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%
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Series B Preferred Stock
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Matthew Moore
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300,000
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33.3
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%
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Series B Preferred Stock
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Mark Moore
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300,000
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33.3
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%
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Series B Preferred Stock
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Kimberly Moore
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300,000
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33.3
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%
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Series B Preferred Stock
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All Officers and Directors as a Group
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900,000
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100.0
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%
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_______________
1.
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As of July 31, 2019, a total of 182,391,777 shares of the Company's Common Stock and 900,000 shares of the Company's Series B Preferred Stock, are considered to be outstanding pursuant to Securities Exchange Act Rule 13d-3(d)(1). For each beneficial owner identified above, any warrants exercisable within 60 days have been included for purposes of calculating the relevant percentage for that beneficial owner (but not included for purposes of calculating the relevant percentages for other beneficial owners as required by Rule 13d-3(d)(1)(i)).
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MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER
MATTERS
Market Information
The Company’s Common Stock began trading
on February 14, 2017, on the over-the-counter market, and is now quoted on the OTCQB tier of the OTC Markets Group Inc. under the
symbol “INND.” The closing price of our common stock on the OTCQB on July 31, 2019 was $0.0148.
The OTC Market is a network of security dealers
who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids”
and “asks,” as well as volume information.
The following table sets forth, for the periods
indicated the high and low bid quotations for our Common Stock. These quotations represent inter-dealer quotations, without adjustment
for retail markup, markdown, or commission and may not represent actual transactions.
Period
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High
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Low
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Fiscal Year 2019
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First Quarter (January 1, 2019 to March 31, 2019)
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$
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0.065
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$
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0.015
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Second Quarter (April 1, 2019 to June 30, 2019)
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$
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0.094
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$
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0.027
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Fiscal Year 2018
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First Quarter (January 1, 2018 – March 31, 2018)
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$
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0.13
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$
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0.04
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Second Quarter (April 1, 2018 – June 30, 2018)
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$
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0.078
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$
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0.013
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Third Quarter (July 1, 2018 – September 30, 2018)
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$
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0.108
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$
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0.0065
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Fourth Quarter (October 1, 2018 – December 31,2018)
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$
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0.0805
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$
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0.0151
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Fiscal Year 2017
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First Quarter (January 1, 2017 – March 31, 2017)
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$
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0.30
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$
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0.25
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Second Quarter (April 1, 2017 – June 30, 2017)
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$
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0.55
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$
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0.30
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Third Quarter (July 1, 2017 - September 30, 2017)
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$
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0.39
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$
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0.3
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Fourth Quarter (October 1, 2017 – December 31, 2017)
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$
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0.4
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$
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0.0535
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Holders of common stock
As of July 31, 2019, there were approximately
45 record holders of our Common Stock.
Dividends
We have not declared or paid dividends on our
Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of
dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial
condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no
contractual restrictions on our ability to declare or pay dividends.
Securities authorized for issuance under
equity compensation plans
We have no securities authorized for issuance
under equity compensation plans.
INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
Except as disclosed elsewhere in this Information
Statement, no director, executive officer, nominee for election as a director, associate of any director, executive officer or
nominee, or any other person, has any substantial interest, direct or indirect, in the Increase in Authorized Shares of Common
Stock.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the disclosure requirements
of the Exchange Act, and in accordance therewith, file reports, information statements and other information, including annual
and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information filed by us can be inspected
and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such
material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington,
DC 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports,
information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data
Gathering, Analysis and Retrieval System.
You may request a copy of documents filed with
or furnished to the SEC by us, at no cost, by writing INNERSCOPE HEARING TECHNOLOGIES, INC. at 2151 Professional Drive, 2
nd
Floor, Roseville, CA 95661 or calling the Company at (916) 218-4100
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
Unless we have received contrary instructions
from a stockholder, we will send only one Information Statement and other corporate mailings to stockholders who share a single
address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, we
will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address
to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a
written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the
additional copy of the Information Statement, to the Company at 2151 Professional Drive, 2
nd
Floor, Roseville, CA 95661
or calling the Company at (916) 218-4100.
If multiple stockholders sharing an address
have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder
a separate copy of future mailings, you may mail notification to, or call us at, the address and phone number in the preceding
paragraph. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or
other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address,
notification of such request may also be made by mail or telephone to the address or phone number provided in the preceding paragraph.
NO ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS
IN CONNECTION WITH THIS ACTION. HOWEVER, SECTION 14C OF THE EXCHANGE ACT REQUIRES THE MAILING TO OUR STOCKHOLDERS OF THE INFORMATION
SET FORTH IN THIS INFORMATION STATEMENT AT LEAST 20 DAYS PRIOR TO THE EARLIEST DATE ON WHICH THE CORPORATE ACTION MAY BE TAKEN.
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INNERSCOPE HEARING TECHNOLOGIES, INC.
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/s/ Matthew Moore
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Matthew Moore
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August 6, 2019
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Chief Executive Officer
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APPENDIX A
CERTIFICATE TO ACCOMPANY
RESTATED ARTICLES OR AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
INNERSCOPE HEARING TECHNOLOGIES, INC.
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After
Issuance of Stock)
1. Name of corporation:
InnerScope Hearing Technologies, Inc.
2. The articles have been amended as follows (provide article numbers,
if available):
Article III of the Amended and Restated
Articles of Incorporation shall be amended to increase the number of authorized shares from 515,000,000 to 1,000,000,000 and increase
its authorized common stock, $0.0001 par value per share (the “Common Stock”) from 490,000,000 shares of Common Stock
to 975,000,000 shares of Common Stock and to leave the 25,000,000 shares of its preferred stock unchanged and the remainder of
Article III shall remain unchanged.
Please see attached.
3. The vote by which the stockholders holding
shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the
voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles
of incorporation have voted in favor of the amendment is: 83.15%
4. Effective date of filing (optional): ________________
5. Signature (required):
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/s/ Matthew Moore
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Chief Executive Officer
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AMENDED AND
RESTATED
ARTICLES OF
INCORPORATION
OF
INNERSCOPE
HEARING TECHNOLOGIES, INC.
Pursuant
to NRS 78.403 under Nevada General Corporation Law (Title 7, Chapter 78 of the Nevada Revised Statutes), INNERSCOPE HEARING TECHNOLOGIES,
INC., a Nevada corporation (the "Corporation"), and entity number E0325382012-4, hereby amends and restates its Articles
of Incorporation as follows:
ARTICLE I
The
name of the corporation is
INNERSCOPE HEARING TECHNOLOGIES, INC.
(the "Corporation").
Article II
The name of the Corporation’s
Commercial Registered Agent is InCorp Services, Inc.
ARTICLE III
The
Corporation is organized for the purpose of engaging in any business, trade or activity which may be lawfully conducted or permitted
by a corporation organized under Nevada General Corporation Law, Chapter 78 of the Nevada Revised Statutes. The Corporation also
shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purpose
or purposes of this Corporation.
ARTICLE IV
The
total number of shares of Common Stock which this corporation shall have authority to issue is 1,000,000,000 consisting of (i)
975,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (ii) 25,000,000 shares of
preferred stock, par value $0.0001 per share (the “Preferred Stock”).
(a)
Common
Stock
. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each share of
Common Stock shall be equal to each other share of Common Stock. Except as may be provided in these Articles of Incorporation
or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon
all questions presented to the stockholders.
(b)
Preferred
Stock
. Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized
to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the Nevada Revised
Statutes (“N.R.S.”) (hereinafter, along with any similar designation relating to any other class of stock that may
hereafter be authorized, referred to as a "Preferred Stock Designation"), to establish from time to time the number
of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect
to each series shall include, but not be limited to, determination of the following:
(i) The
designation of the series, which may be by distinguishing number, letter or title;
(ii) The
number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred
Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);
(iii) The
amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends,
if any, shall be cumulative or noncumulative;
(iv) Dates on which
dividends, if any, shall be payable;
(v)
The redemption rights and price or prices, if any, for shares of the series;
(vi) The
terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;
(vii) The
amounts payable on and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation;
(viii) Whether
the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security,
of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security,
the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall
be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;
(ix)
Restrictions on the issuance of shares of the same series or of any other class or series;
(x) The voting rights, if any,
of the holders of shares of the series.
(xi) The
restrictions and conditions, if any, upon the issuance or reissuance of any Additional preferred stock ranking or a part with
or prior to such shares as to dividends or upon distribution; and
(xii)
Any other preferences, limitations or relative rights of shares of such class or series consistent with this Article III,
the general corporation law of the State of Nevada, and applicable law.
The prior designation
of Series B Preferred Stock filed with the Nevada Secretary of State on June 4, 2018, is hereby ratified and shall continue to
be designation of the corporation’s Series B Preferred Stock after the filing of these amended and restated articles of
incorporation of the corporation.
Article
V
The Board of
Directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of stock or
other securities or property of the Corporation, rights entitling the holders thereof to purchase from the Corporation shares
of stock or other securities of the Corporation or any other corporation. The times at which and the terms upon which such rights
are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such
rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited to, determination
of the following:
(a) The
initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such
rights.
(b) Provisions
relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred,
either together with or separately from, any other stock or other securities of the Corporation.
(c) Provisions
that adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable
upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the Corporation, a change
in ownership of the Corporation's stock or other securities or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any stock of the Corporation, and provisions restricting the ability of the Corporation
to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of the Corporation
under such rights.
(d) Provisions
that deny the holder of a specified percentage of the outstanding stock or other securities of the Corporation the right to exercise
such rights and/or cause the rights held by such holder to become void.
(e) Provisions
that permit the Corporation to redeem or exchange such rights.
(f) The
appointment of a rights agent with respect to such rights.
Article
VI
(a) Subject
to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in these Articles
of Incorporation, to elect additional directors under specified circumstances, the number of directors of the Corporation shall
be fixed by the By-laws of the Corporation and may be increased or decreased from time to time in such a manner as may be prescribed
by the By-laws.
(b) Unless
and except to the extent that the By-laws of the Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.
Article
VII
The Corporation
may in its By-laws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
Article
VIII
(a) Each
person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving
or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executor, administrators
or estate of such person), shall be indemnified by the Corporation, in accordance with the By-laws of the Corporation, to the
fullest extent permitted from time to time by the N.R.S. as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter
in effect.
(b) The
Corporation may, by action of the Board of Directors or through the adoption of By-laws, provide indemnification to employees
and agents of the Corporation, and to persons serving as employees or agents of another corporation, partnership, joint venture,
trust or other enterprise, at the request of the Corporation, with the same scope and effect as the foregoing indemnification
of directors and officers. The Corporation shall be required to indemnify any person seeking indemnification in connection with
a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board
of Directors or is a proceeding to enforce such person's claim to indemnification pursuant to the rights granted by these Amended
Articles of Incorporation or otherwise by the Corporation.
(c) The
right to indemnification conferred in this Article VIII shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid
by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant
requesting such advance or advances from time to time; provided, however, that if the N.R.S. requires, the payment of such expenses
incurred by such a person in his or her capacity as such a director or officer of the Corporation in advance of the final disposition
of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified
under this Article VIII or otherwise.
(d) Without
limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person
that provide for indemnification greater or different than that provided in this Article VIII.
(e) Neither
any amendment or repeal of any Section of this Article VIII, nor the adoption of any provision of these Articles of Incorporation
or the By-laws of the Corporation inconsistent with this Article VIII, shall adversely affect any right or protection of any director,
officer, employee or other agent established pursuant to this Article VIII existing at the time of such amendment, repeal or adoption
of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Article VIII, for or
in respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that, but for this
Article VIII, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.
Article
IX
(a) The
liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permitted by the
N.R.S., as now or hereafter in effect. If the N.R.S. is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the Corporation shall be eliminated to the fullest extent
permitted by the N.R.S., as so amended.
(b) Neither
any amendment or repeal of any Section of this Article IX, nor the adoption of any provision of these Articles of Incorporation
or the By-laws of the Corporation inconsistent with this Article IX, shall adversely affect any right or protection of any director
established pursuant to this Article IX existing at the time of such amendment, repeal or adoption of an inconsistent provision,
including without limitation by eliminating or reducing the effect of this Article VIII, for or in respect of any act, omission
or other matter occurring, or any action or proceeding accruing or arising (or that, but for this Article IX, would accrue or
arise), prior to such amendment, repeal or adoption of an inconsistent provision.
Article
X
Except as may
be expressly provided in these Articles of Incorporation, the Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provision contained in these Amended Articles of Incorporation or a Preferred Stock Designation,
and any other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted, in the manner
now or thereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred
upon stockholders, directors or any other persons whomsoever by and pursuant to these Articles of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this Article X; provided, however, that any amendment
or repeal of Article VIII or Article IX of these Articles of Incorporation shall not adversely affect any right or protection
existing hereunder in respect of any act or omission occurring prior to such amendment or repeal; and provided further that no
Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby,
except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law.