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
(Amendment No. ____)
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Preliminary Information
Statement |
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Confidential, for Use of the
Commission Only (as permitted by Rule 14A-6(e)(2)) |
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Definitive Information
Statement |
STWC HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
Copies to:
Ronald N. Vance, Esq.
Pearson Butler, PLLC
Attorneys at Law
1802 W. South Jordan Parkway
Suite 200
South Jordan, UT 84095
(801) 988-5862
ron@pearsonbutler.com
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applies:___________ |
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value of transaction computed pursuant to Exchange Act Rule 0-11
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state how it was determined):____________ |
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
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STWC HOLDINGS, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215
(303) 736-2442
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the holders of more than a majority of
the voting power of the stockholders of STWC Holdings, Inc., a
Colorado corporation (the “Company” “we,”
“us,” or “our”), have approved the following action
without a meeting of stockholders in accordance with Section
7-107-104 of the Colorado Business Corporation Act:
The approval of an amendment to our Articles of Incorporation, as
amended (the “Articles of Incorporation”), to increase our
authorized shares of common stock from 500,000,000 to
1,250,000,000. The action will become effective on or about the
20th day after the definitive information statement is
filed with the Securities and Exchange Commission and mailed to our
stockholders.
Stockholders of record at the close of business on January 6, 2020
(the “Record Date”), are entitled to receive a copy of this
information statement.
The enclosed information statement contains information pertaining
to the matters acted upon.
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
January 21, 2020 |
By Order of the Board of
Directors |
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/s/
Erin Phillips |
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Chief
Executive Officer |
STWC HOLDINGS, INC.
1350 Independence St., Suite 300
Lakewood, CO 80215
INFORMATION STATEMENT
Action by Written Consent of Stockholders
GENERAL INFORMATION
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information statement is being furnished in connection with
the action by written consent of stockholders taken without a
meeting of a proposal to approve the actions described in this
information statement. We are mailing this information statement to
our stockholders of record on January 6, 2020.
What action was taken by written consent?
We obtained stockholder consent for the approval of an amendment to
our Articles of Incorporation to increase our authorized shares of
common stock, $0.00001 par value per share (the “Common
Stock”), from 500,000,000 to 1,250,000,000.
How many shares of voting stock were outstanding on January 6,
2020?
On January 6, 2020, the date we received the consent of the holders
of at least two-thirds of the voting power of our stockholders,
there were 36,701,833 shares of Common Stock outstanding and
15,000,000 shares of Series A Preferred Stock outstanding with
voting rights of 50 votes per share.
What vote was obtained to approve the amendment to the Articles
of Incorporation described in this Information Statement?
We obtained the approval of Erin Phillips, the holder of 8,134,184
shares of Common Stock and 15,000,000 shares of Series A Preferred
Stock, or approximately 96.4% of the voting power of our
stockholders.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this information statement that are not
historical facts are forward-looking statements that represent
management’s beliefs and assumptions based on currently available
information. Forward-looking statements include the information
concerning our possible or assumed future results of operations,
business strategies, competitive position, potential growth
opportunities, potential operating performance improvements,
ability to retain and recruit personnel, the effects of
competition, and the effects of future legislation or regulations.
Forward-looking statements include all statements that are not
historical facts and can be identified by the use of
forward-looking terminology such as the words “believes,”
“intends,” “may,” “should,” “anticipates,” “expects,” “could,”
“plans,” or comparable terminology or by discussions of strategy or
trends. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we cannot give any
assurances that these expectations will prove to be correct. Such
statements by their nature involve risks and uncertainties that
could significantly affect expected results, and actual future
results could differ materially from those described in such
forward-looking statements.
Among the factors that could cause actual future results to differ
materially are the risks and uncertainties discussed in this
information statement. While it is not possible to identify all
factors, we continue to face many risks and uncertainties
including, but not limited to, the following:
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Our ability to achieve
profitability; |
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our estimates of our
expenses, ongoing losses, future revenues, capital requirements,
and our need for additional financing; |
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our ability to obtain
additional financing; |
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our estimates of the
costs, timing, progress, and results of operations with respect to
our fulfillment services for the cannabis industry; |
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the nature and effect
of any future laws, regulations, rules, regulations,
interpretations, policies, or procedures, when and if promulgated,
could have on our business; |
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our ability to comply
with existing and new government regulations; |
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our dependence on
state laws and regulations regarding the cannabis
industry; |
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our ability to retain
key personnel; |
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our ability to
maintain our key relationships with partners and service
providers; |
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our ability to manage
our growth effectively; |
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our ability to compete
with competitors that may have greater resources than
us; |
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global economic and
political conditions; and |
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our competitive
technology positions and operating interruptions (including, but
not limited to, labor disputes, leaks, fires, flooding, landslides,
power outages, explosions, unscheduled downtime, transportation
interruptions, war and terrorist activities). |
Should one or more of these risks materialize (or the consequences
of such a development worsen), or should the underlying assumptions
prove incorrect, actual results could differ materially from those
expected. We disclaim any intention or obligation to update
publicly or revise such statements whether as a result of new
information, future events or otherwise. These risks could cause
our results to differ materially from those expressed in
forward-looking statements.
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK FROM 500,000,000
TO 1,250,000,000
Our Board of Directors and the holders of a majority of the voting
power of our stockholders have approved an amendment to our
Articles of Incorporation to increase our authorized shares of
Common Stock from 500,000,000 to 1,250,000,000. The increase in our
authorized shares of Common Stock will become effective upon the
effective date of the amendment to our Articles of Incorporation
filed with the Secretary of State of the State of Colorado. We will
file the amendment to our Articles of Incorporation to effect the
increase in our authorized shares of Common Stock (the
“Amendment”) approximately (but not less than) 20 days after
the definitive information statement is filed with the Securities
and Exchange Commission and mailed to stockholders.
The Certificate of Amendment to be filed with the state of Colorado
is set forth as Appendix A to this Information
Statement.
Outstanding Shares and Purpose of the Amendment
Our Articles of Incorporation currently authorize us to issue a
maximum of 500,000,000 shares of Common Stock, par value $0.00001
per share. As of January 6, 2020, we had 36,701,833 shares of
Common Stock issued and outstanding; however, we have entered into
a series of financing transactions which require us to maintain a
reserve of shares for conversions of outstanding debt which are at
multiples based on the conversion price of the debt instruments,
which is a discount to our trading price. In addition, in order to
obtain future financings, we may be required to have additional
reserved shares. A summary of our outstanding financing
transactions which, pursuant to their various terms, require the
increase of authorized shares of Common Stock is as follows:
Power Up Convertible Debt Funding
In February 2019 we secured funding through a Securities Purchase
Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to
which Power Up purchased a convertible promissory note (the “First
Tranche Note”) in the face amount of $103,000. The First Tranche
Note matures on February 13, 2020, and bears interest at 12% per
annum, increasing to 22% after maturity. Power Up may convert all
or a portion of the outstanding principal of the First Tranche Note
into shares of our common stock beginning on the date which is 180
days from the date of the First Tranche Note, at a price equal to
61% of the lowest trading price during the 20 trading day period
ending on the last complete trading date prior to the date of
conversion; provided, however, that Power Up may not convert the
Note to the extent that such conversion would result in beneficial
ownership by Power Up and its affiliates of more than 4.99% of our
outstanding common stock. During the first six months of the First
Tranche Note we can prepay the note at premiums ranging from 110%
to 135%. The First Tranche Note cannot be prepaid after the
180th day following the date thereof. We are
required to reserve for issuance upon conversion of the First
Tranche Note, six times the number of shares that would be issuable
upon full conversion thereof, assuming the 4.99% limitation were
not in effect. In connection with the First Tranche Note, we
have caused our transfer agent to reserve initially 880,969 shares
of Common Stock. We received a net amount of $100,000, with $2,500
paid for Power Up’s legal counsel and $500 for Power Up’s due
diligence fee.
On March 18, 2019, we entered into a second funding arrangement
with Power Up under terms identical to the first transaction.
The second note (the “Second Tranche Note”) is in the face amount
of $53,000 and matures on March 18, 2020. In connection with the
Second Tranche Note, we caused our transfer agent to reserve
initially 613,307 shares of Common Stock. We received a net amount
of $50,000, with $3,000 paid for Power Up’s legal and due diligence
expenses.
On January 6, 2020, we received notice of default under the terms
of the loan based upon our inability to meet the requirements to
reserve the required number of shares. Unless we are able to
increase the number of authorized common shares, we cannot cure
this default.
Crown Bridge Capital Funding
On May 1, 2019 we received funds from Crown Bridge Partners, LLC
("Crown Bridge") under a Securities Purchase Agreement dated April
18, 2019 (the “SPA”). Under the terms of the SPA we received a
total of $95,000, after an original issue discount of $5,000, and
issued a convertible promissory note dated April 18, 2019, in the
principal amount of $100,000 (the " Note"). In addition, we
reimbursed Crown Bridge $2,000 for its legal fees. We also issued
warrants to purchase 60,606 shares of our common stock (the
“Warrant”). The Warrant may be exercised at any time through the
second anniversary date of the Note. The exercise price per share
of common stock under the Warrant is $1.65 per share, subject to
adjustment, including cashless exercise. The Warrant also contains
a most favored nations provision.
The maturity date of the Note is 12 months from April 18, 2019. The
Note bears interest at 10% per annum at its face amount, with a
default rate of 15% per annum (or the maximum amount permitted by
law). If we prepay the Note through the 180th day
following the date thereof, we must pay all of the principal and
interest with a prepayment penalty ranging from 135% to 150%. After
the 180th day we have no further right of
prepayment.
Crown Bridge may, at any time, convert all or any part of the
outstanding principal of the Note into shares of our common stock
at a price per share equal to 60% (representing a 40% discount
rate) of the lowest trading price of the common stock during the 20
trading day period ending on the last complete trading day prior to
the date of conversion. If the conversion price is equal to or
lower than $0.35 per share, an additional 15% discount will be
applied (resulting in a 55% discount rate, assuming no other
adjustments); if we are unable to deliver converted shares via
DWAC, an additional 10% discount will be applied (resulting in a
discount rate of 50%, assuming no other adjustments); if we fail to
comply with our reporting requirements under the Exchange Act, an
additional 15% discount will be applied (resulting in a discount
rate of 55%, assuming no other adjustments); and if we fail to
maintain our status as "DTC Eligible" or if at any time the
conversion price is lower than $0.10, an additional 10% discount
will be applied (resulting in a discount of 65%, assuming no other
adjustments except for the 15% discount due to the conversion price
below $0.35). Crown Bridge may not convert the Note to the extent
that such conversion would result in beneficial ownership by Crown
Bridge and its affiliates of more than 4.99% of our issued and
outstanding common stock. We have also granted piggy-back
registration rights for the shares issuable upon conversion of the
Note. We have agreed to reserve for issuance a number of shares
equal to eight times the number of shares issuable upon conversion
of the Note.
In the event of a default, at the option of Crown Bridge, it may
consider the Note immediately due and payable and the amount of
repayment increases to 150% of the outstanding balance of the Note.
The Note also grants Crown Bridge a right of first refusal for any
future capital raises or financings by us. It also contains a most
favored nations provision for any more favorable terms in future
financing transactions by us.
FirstFire
On June 21, 2019 we received funds from FirstFire Global
Opportunities Fund LLC ("FirstFire") under a Securities Purchase
Agreement dated June 18, 2019 (the “SPA”). Under the terms of the
SPA we received a total of $135,000, after an original issue
discount of $15,000, and issued a convertible promissory note dated
June 18, 2019, in the principal amount of $150,000 (the " Note").
We also issued to FirstFire immediately exercisable five-year
warrants to purchase 150,000 shares of our common stock at $1.00,
subject to adjustment in the event we issue shares at less than the
current exercise price (the “Warrant”). The Warrant also contains a
cashless exercise provision and a most favored nations
provision.
The maturity date of the Note is nine months from June 18, 2019.
The Note bears interest at 10% per annum at its face amount, with a
default rate of 15% per annum (or the maximum amount permitted by
law).
FirstFire may, at any time, convert all or any part of the
outstanding principal and interest, including default interest, of
the Note into shares of our common stock at the lower of $0.75 per
share or a price per share equal to 55% (representing a 45%
discount rate) of the lowest trading price of the common stock
during the 20 trading day period prior to the date of conversion.
FirstFire may not convert the Note to the extent that such
conversion would result in beneficial ownership by FirstFire and
its affiliates of more than 4.99% of our issued and outstanding
common stock, or up to 9.99% at the option of FirstFire. We have
agreed to reserve for issuance the greater of 25,000,000 shares or
the number of shares equal to 3.5 times the number of shares
issuable upon conversion of the Note.
As a result of granting the Warrant to FirstFire with an exercise
price of $1.00, Crown Bridge Partners, LLC, the holder of warrants
to purchase 60,606 shares of the Company’s common stock at a stated
exercise price of $1.65 per share, has the option to reduce the
exercise price to $1.00 per share and to increase the number of
shares issuable upon exercise of the warrant to 100,000 shares.
Tangiers
On
June 20, 2019 we entered into a 10% Fixed Convertible Promissory
Note with Tangiers Global, LLC (“Tangiers”) in the aggregate
principal amount of up to $550,000 (the “Tangiers Note”) dated June
20, 2019. The initial principal amount of the Tangiers Note is
$165,000, for which Tangiers paid a purchase price of $150,000 on
June 24, 2019, representing approximately a 10% original issue
discount, due six months from the effective date of each payment by
Tangiers. Upon our request, subject to certain conditions, Tangiers
will pay up to an additional $400,000 consideration, subject to a
10% original issue discount, and in such event, the maturity date
for the additional payment would be six months from the effective
date of such payment. The sum that we must repay to Tangiers would
be prorated based on the consideration actually paid by Tangiers,
such that we are only required to repay the amount funded (plus the
original issue discount, interest and other fees, as applicable),
and we are not required to repay any unfunded portion of the
Tangiers Note.
The
Tangiers Note is convertible at the option of Tangiers at a
conversion price of $0.65 per share, subject to adjustment in the
event of a forward split, stock dividend, or the like, but not
adjusted in the event of a reverse split, recombination, or the
like. If a prepayment is made within 90 days, we must pay an amount
equal to 110% of the principal amount so paid; from 91 to 120 days,
we must pay an amount equal to 120% of the principal amount so
paid; and from 121 to 180 days, we must pay an amount equal to 130%
of the principal amount so paid. Upon the occurrence of an event of
default, as such term is defined under the Tangiers Note, at the
holder’s election, the Note will be immediately due and payable in
cash at an amount equal to the principal amount due, plus an
additional amount equal to 30% of the principal amount. In
addition, five days following acceleration of the repayment of the
Note, interest will accrue at the rate of 20% per annum or the
maximum legal rate. We have also caused our transfer agent to
reserve not less than 7,500,000 shares of the Company’s common
stock for issuance upon conversion.
In
the event the Note is not repaid on or before the maturity date,
the holder may convert in whole or in part the outstanding
principal amount of the Note into shares of our common stock at a
conversion price equal to the lower of initial conversion price of
$0.65 per share or 60% of the lowest trading price of our common
stock during the 15 consecutive trading days prior
conversion.
With
respect to the above loan transaction with Tangiers, we issued
Tangiers a stock purchase warrant allowing for the purchase of
1,100,000 shares of our common stock at $1.25 per share on a
cashless basis for a period of five years.
In
addition to the loan transaction with Tangiers, we have entered
into an Investment Agreement with Tangiers (the “Investment
Agreement”) whereby Tangiers has agreed to purchase shares of our
common stock up to an aggregate of $10,000,000 under certain terms
and conditions. The purchase price for the shares is 80% of the
lowest trading price of the stock during the five consecutive
trading days prior to receipt by Tangiers of the notice from us
requiring purchase by them. The maximum number of shares we can
require Tangies to purchase is restricted to 200% of the average
daily trading volume during 10 consecutive trading days, provided
the amount is at least $5,000 and does not exceed
$500,000.
In
connection with the Investment Agreement we also granted to
Tangiers registration rights for the shares issuable in this
transaction and have agreed to file a registration statement for
the shares within 45 days following funding. We have further agreed
to use our best efforts to have the registration statement declared
effective not later than 120 days following its initial
filing.
GS
Capital Partners, LLC
On
October 24, 2019, we issued a 10% Convertible Redeemable Note due
on October 24, 2020 to GS Capital Partners, LLC, with a face value
of $57,500.00, including a $5,000 original issue discount (“GSCP
Note”). Unpaid principal on the note accrues interest at a rate of
10% per annum.
The
note entitles the holder to, at its option, to convert all or any
amount of the principal face amount of the note then outstanding
into shares of the Company’s common stock at a price equal to 65%
of the lowest trading price which the Company’s shares are traded
on the National Quotations Bureau OTC Marketplace exchange which
the Company’s shares are traded or any exchange upon which the
common stock may be traded in the future for the twenty prior
trading days, including the day upon which a notice of conversion
is received by the Company or its transfer agent. In addition,
interest on any unpaid principal balance of the note must be paid
by the Company in shares of the Company’s common stock.
In
addition, the note requires us to reserve 3,538,000 shares of our
common stock for conversion under the note. At all times, we must
reserve a minimum of four times the number of shares required if
the note would be fully converted.
Shares
Reserved and for Future Financings
Management
estimates that for all of the above loans, the total number of
shares required to be reserved as of January 7, 2020 is
approximately 463,298,167. The debt is convertible, and the equity
line financing is exercisable, at a rate that is dependent upon the
trading price of our Common Stock and, as such, is variable. If our
trading price per share should decrease, the number of shares
required to meet our reserve obligations and exercise our equity
line financing would increase proportionally.
Based
on the above, the Board of Directors believes that the increase in
our authorized Common Stock will allow us to comply with existing
financing agreements and will also provide us greater flexibility
with respect to the Company’s capital structure for purposes of
obtaining additional financings.
Effects of the Increase in Authorized Common
Stock
In
the event of conversions of outstanding debt and the increase in
authorized shares due to reserve requirements of existing financing
agreements, the additional shares of Common Stock will have the
same rights as the presently authorized shares, including the right
to cast one vote per share of Common Stock. Although debt
conversions and the authorization of additional shares will not, in
itself, have any effect on the rights of any holder of our Common
Stock, the future issuance of additional shares of Common Stock
pursuant to the conversions of outstanding debt, amongst others
(other than by way of a stock split or dividend), would have the
effect of diluting the voting rights and could have the effect of
diluting earnings per share and book value per share of existing
stockholders.
At
present, the Board of Directors has no plans to issue the
additional shares of Common Stock authorized by the Amendment
(except for conversions of outstanding debt, as exercised by
lenders, and shares issuable upon exercise of the existing equity
line financing). However, it is possible that some of these
additional shares could be used in the future for various other
purposes without further stockholder approval, except as such
approval may be required in particular cases by our charter
documents, applicable law or the rules of any stock exchange or
other quotation system on which our securities may then be listed
or quoted. These purposes may include: raising capital, providing
equity incentives to employees, officers or directors, establishing
strategic relationships with other companies, and expanding the
Company’s business or product lines through the acquisition of
other businesses or products.
We
could also use the additional shares of Common Stock that will
become available pursuant to the Amendment to oppose a hostile
takeover attempt or to delay or prevent changes in control or
management of the Company. Although the Board’s approval of the
Amendment was not prompted by the threat of any hostile takeover
attempt (nor is the Board currently aware of any such attempts
directed at the Company), nevertheless, stockholders should be
aware that the Amendment could facilitate future efforts by us to
deter or prevent changes in control of the Company, including
transactions in which stockholders of the Company might otherwise
receive a premium for their shares over then current market
prices.
BENEFICIAL
OWNERSHIP OF SECURITIES AND SECURITY OWNERSHIP OF
MANAGEMENT
The
following table sets forth certain information furnished by current
management and others, concerning the ownership of our common stock
as of January 6, 2020, by (i) each person who is known to us to be
the beneficial owner of more than 5% of our common stock, without
regard to any limitations on conversion or exercise of convertible
securities or warrants; (ii) all directors and named executive
officers; and (iii) our directors, named executive officers, and
executive officers as a group:
Name and Address of Beneficial Owner |
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Amount
and Nature of Beneficial Ownership(1) |
|
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Percent
of Class(1) |
|
Named Executive
Officers and Directors |
|
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Erin Phillips
1350 Independence St.
Suite 300
Lakewood, CO 80215 |
|
|
25,156,723 |
(2) |
|
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74.2 |
% |
Matthew D. Willer
1350 Independence St.
Suite 300
Lakewood, CO 80215 |
|
|
750,000 |
|
|
|
2.2 |
% |
All officers and directors as
a group (one person) |
|
|
25,906,723 |
|
|
|
75.7 |
% |
5% Beneficial
Holders |
|
|
|
|
|
|
|
|
Shawn Phillips
8468 Lewis Court
Arvada, CO 8005 |
|
|
25,156,723 |
(3) |
|
|
76.4 |
% |
|
(1) |
This
table is based upon information supplied by officers, directors and
principal stockholders and is believed to be accurate. Unless
otherwise indicated in the footnotes to this table, we believe that
each of the stockholders named in this table has sole voting and
investment power with respect to the shares indicated as
beneficially owned. 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 our common stock subject to options,
warrants, or other conversion privileges currently exercisable or
convertible, or exercisable or convertible within 60 days are
deemed outstanding for computing the percentage of the person
holding such option or warrant but are not deemed outstanding for
computing the percentage of any other person. Where more than one
person has a beneficial ownership interest in the same shares, the
sharing of beneficial ownership of these shares is designated in
the footnotes to this table. At December 9, 2019, we had 34,482,156
shares outstanding. |
|
(2) |
Of
these shares, 2,022,539 are owned of record by Ms. Phillip's
husband, Shawn Phillips, and 15,000,000 are issuable upon
conversion of 15,000,000 shares of Series A Preferred Stock held by
Ms. Phillips. The Series A Preferred Shares have voting rights
equal to 50 votes per share. |
|
(3) |
Of
these shares, 23,134,184 are beneficially owned by Mr. Phillip's
wife, Erin Phillips. |
To
our knowledge, except as noted above, no person or entity is the
beneficial owner of more than 5% of the voting power of our common
stock
DESCRIPTION
OF SECURITIES
Common Stock
We
are authorized to issue up to 500,000,000 shares of $.00001 par
value Common Stock. The holders of Common Stock, including the
shares offered hereby, are entitled to equal dividends and
distributions, per share, with respect to the Common Stock when, as
and if declared by the Board of Directors from funds legally
available therefore. No holder of any shares of Common Stock has a
pre-emptive right to subscribe for any securities of our company
nor are any common shares subject to redemption or convertible into
other securities of our company. Upon liquidation, dissolution or
winding up of our company, and after payment of creditors and
preferred stockholders, if any, the assets will be divided pro-rata
on a share-for-share basis among the holders of the shares of
Common Stock.
Each
share of Common Stock is entitled to one vote with respect to the
election of any director or any other matter upon which
shareholders are required or permitted to vote. Under our Articles
of Incorporation, holders of our company’s Common Stock do not have
cumulative voting rights, so that the holders of more than 50% of
the combined shares voting for the election of directors may elect
all of the directors, if they choose to do so and, in that event,
the holders of the remaining shares will not be able to elect any
members to our board of directors.
Preferred Stock
We
are authorized to issue up to 20,000,000 shares of $0.00001 par
value preferred stock, of which 15,000,000 shares are designated s
Series A Stock and are issued and outstanding. The Series A
Preferred Stock has the following rights and
preferences:
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The
series will consist of 15,000,000 shares of Series A Preferred
Stock, par value $0.00001 per share; |
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● |
The
holders of the Series A Shares are entitled to dividend and
liquidation rights on an equal basis with the holders of common
stock based upon the conversion rate for the Series A Preferred
stock; |
|
● |
The
Series A Shares will vote with the holders of the common stock on
all matters and will have 50 votes per share of Series A Preferred
Stock; |
|
● |
The
Series A Shares are not redeemable by the Company; |
|
● |
The
Series A Shares are convertible at the option of the holder into
shares of common stock at the rate of one share of common stock for
each share of Series A Preferred Stock converted, subject to
adjustment for stock splits, stock dividends, recapitalizations,
and the like; |
|
● |
The
Series A Shares are convertible automatically into shares of common
stock upon the death, incapacity, or dissolution of the holder of
the Shares; and |
|
● |
The
Series A Shares are not transferrable by the holder. |
Dividend Policy
We
have never declared or paid any cash dividends on our Common Stock
since inception. We do not anticipate paying any cash dividends to
stockholders in the foreseeable future. In addition, any future
determination to pay cash dividends will be at the discretion of
the Board of Directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such
other factors as the Board of Directors deem relevant.
DISSENTER’S
RIGHTS
Under
the Colorado Business Corporation Act, holders of shares of Common
Stock are not entitled to dissenters’ rights with respect to any
aspect of the Amendment, and we will not independently provide
holders with any such right.
INTEREST
OF CERTAIN PERSONS IN THE AMENDMENT
No
director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or
indirect, by security holdings or otherwise, in the Amendment which
is not shared by all other holders of the shares of Common
Stock.
AVAILABLE
INFORMATION
We
are subject to the information and reporting requirements of the
Exchange Act and in accordance with such Act we file periodic
reports, documents and other information with the Securities and
Exchange Commission relating to our business, financial statements
and other matters. Such reports and other information may be
inspected and are available for copying at the public reference
facilities of the Securities and Exchange Commission at 100 F
Street, N.E., Washington D.C. 20549 or may be accessed at
www.sec.gov.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
will send only one Information Statement and other corporate
mailings to stockholders who share a single address unless we
received contrary instructions from any stockholder at that
address. This practice, known as “householding,” is designed to
reduce our printing and postage costs. However, the Company 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 1350
Independence Street, Suite 300, Lakewood, CO 80215 or telephoning
the Company at (303) 736-2442.
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 the Company
at, its principal executive offices. 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 Company’s principal executive
offices.
This
Information Statement is provided to the holders of Common Stock of
the Company only for information purposes in connection with the
increase in authorized shares, pursuant to and in accordance with
Rule 14c-2 of the Exchange Act. Please carefully read this
Information Statement.
January
21, 2020 |
By Order of the Board of
Directors |
|
|
|
/s/
Erin Phillips |
|
Chief
Executive Officer |
Appendix A
CERTIFICATE
OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
STWC
HOLDINGS, INC.
Pursuant
to the authority held by the shareholders of STWC Holdings, Inc.
(the “Corporation”) under the Colorado Business Corporation
Act and the Articles of Incorporation of the Corporation (the
“Articles”), the shareholders hereby amend the Articles as
follows to reflect an increase in the number of authorized common
shares of the Corporation.
Increase in Common Stock
The
first paragraph of the Articles appearing under the heading
“Capital Stock” is hereby amended to read as
follows:
The
authorized capital stock of the Corporation shall consist of
1,250,000,000 shares of common stock, $0.00001 par value, and
20,000,000 shares of preferred stock, $0.00001 par
value.
In Witness Whereof, the
undersigned has executed this Certificate of Amendment on behalf of
STWC Holdings, Inc. this 21st day of January 2020.
|
/s/
Erin Phillips |
|
Erin
Phillips, Chief Executive Officer |
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