UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant
to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d)(2))
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Definitive Information Statement
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ENDEAVOR IP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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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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Total fee paid:
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Fee paid previously with preliminary materials.
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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 filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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Date Filed:
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ENDEAVOR IP, INC.
8201 Old Courthouse Road
Suite 202
Vienna, Virginia 22182
(402) 676-9010
Notice of Action by
Written Consent of Shareholders to be Effective April __, 2017
Dear Stockholder:
Endeavor IP, Inc.,
a Nevada corporation. (the "Company"), hereby notifies our stockholders of record on April __, 2017 that stockholders
holding approximately 90% of the voting power have approved, by written consent in lieu of a special meeting on December 21, 2016
the following proposals:
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Proposal 1
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To amend our Articles of Incorporation to effect a
reverse stock split of the common stock, $.0001 par value, of the Company by a ratio of one-for-78.
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Proposal 2
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To change the name of the Company to Nanolife Health,
Inc.
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This Information Statement
is first being mailed to our stockholders of record as of the close of business on April __, 2017. The action contemplated herein
will not be effective until April__, 2017, a date which is at least 20 days after the date on which this Information Statement
is first mailed to our stockholders of record. You are urged to read the Information Statement in its entirety for a description
of the action taken by the majority stockholders of the Company.
WE ARE NOT ASKING YOU FOR
A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
The corporate action
is taken by consent of the holders of a majority of the shares outstanding, and pursuant to Nevada law and the Company’s
bylaws permit holders of a majority of the voting power to take a stockholder action by written consent. Proxies are not being
solicited because stockholders holding approximately 90% of the issued and outstanding voting capital stock of the Company hold
more than enough shares to effect the proposed action and have voted in favor of the proposals contained herein.
Exhibit A
Amendment to the Company's
Articles of Incorporation
/s/ James B. Hovis
President and CEO
March 21, 2017
ENDEAVOR IP, INC.
8201 Old Courthouse Road
Suite 202
Vienna, Virginia 22182
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
General Information
This
Information Statement is being furnished to the stockholders of Endeavor IP, Inc., a Nevada corporation (the “Company”),
in connection with the adoption of an Amendment to our Amended and Restated Articles of Incorporation by written consent of our
Board of Directors and the holders of a majority of our issued and outstanding voting securities in lieu of a special meeting.
On December 21, 2016, our Board of Directors approved and, on December 21, 2016 the holders of a majority of our voting capital
stock approved an amendment to our Articles of Incorporation to provide for a 1:78 reverse split of the Company’s common
stock, par value $.0001 per share (“Common Stock”) and to change our name to Nanolife Health, Inc. (the “Amendment”).
The Amendment will become effective following the expiration of the 20 day period mandated by Rule 14C of the Exchange after this
Information Statement is first mailed to our stockholders.
Voting Securities
As of the date of
this Information Statement, our voting securities consist of our common stock, par value $0.0001 per share ("Common Stock"),
of which 2,337,457,481 shares are outstanding, and 1,000,000 shares of Series A preferred stock, par value $0.0001 ("Preferred
Stock", and collectively with the Common Stock, the "Voting Stock") that vote on an as-converted basis. Approval
of the Amendment requires the affirmative consent of a majority of the shares of our Voting Stock issued and outstanding at April
__, 2017 (the “Record Date”). The quorum necessary to conduct business of the stockholders consists of a majority of
the Voting Stock issued and outstanding as of the Record Date.
Stockholders who beneficially
own an aggregate of 1,000,000 shares of our Preferred Stock, or approximately 90% of the issued and outstanding shares of Voting
Stock are the “Consenting Stockholders.” The Consenting Stockholders have the power to vote 90% of our Voting Stock,
which number exceeds the majority of the issued and outstanding shares of our Voting Stock on the date of this Information Statement.
The Consenting Stockholders have consented to the proposed action set forth herein and had and have the power to pass the proposed
corporate action without the concurrence of any of our other stockholders.
The approval of this
action by written consent is made possible by Section 78.320 of the Nevada Revised Statutes, which provides that the written consent
of the holders of outstanding shares of voting stock, having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted
for such a meeting. In order to eliminate the costs involved in holding a special meeting, our Board of Directors elected to utilize
the written consent of the holders of more than a majority of our voting securities.
This Information Statement
will be mailed on or about April__, 2017 to stockholders of record as of the Record Date, and is being delivered to inform you
of the corporate action described herein before such action takes effect in accordance with Rule 14c-2 of the Securities Exchange
Act of 1934.
The entire cost of
furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by
them, and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Dissenters'
Right of Appraisal
The Nevada Revised
Statutes does not provide for dissenter's rights of appraisal in connection with the proposed actions nor have we provided for
appraisal rights in our Articles of Incorporation or Bylaws.
PROPOSAL 1 - AMENDMENT TO OUR ARTICLES
OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK OF THE COMPANY
Our Board
of Directors has unanimously approved and adopted, subject to stockholder approval, an amendment to the Company’s Articles
of Incorporation to effect a reverse stock split of the Company’s Common Stock. Pursuant to the proposed Reverse Split, 78
outstanding shares of Common Stock will be combined and become one share of Common Stock. (the “Reverse Split”).
As of March 15, 2017,
the Company had 2,337,457,481 shares of Common Stock issued and outstanding. Based on the number of shares currently issued and
outstanding, immediately following the Reverse Split the Company would have approximately 29,967,404 shares of Common Stock issued
and outstanding (without giving effect to the rounding of fractional shares). The par value of the Common Stock will not be changed
in connection with the Reverse Split. such shares, for general corporate purposes.
When implemented, the
Reverse Split will be realized simultaneously and in the same ratio for all shares of the Common Stock. All holders of Common Stock
will be affected uniformly by the Reverse Split, which will have no effect on the proportionate holdings of any of our stockholders,
except for possible changes due to the treatment of fractional shares resulting from the Reverse Split. In lieu of issuing fractional
shares, the Company will round up in the event a stockholder would be entitled to receive less than one share of Common Stock as
a result of the Reverse Split. In addition, the split will not affect any holder of Common Stock’s proportionate voting power
(subject to the treatment of fractional shares), and all shares of Common Stock will remain fully paid and non-assessable. The
number of authorized and issued shares of the Company’s various series of preferred stock will not be affected in any way
by the Reverse Split.
The Reverse Split will be effective upon the filing of an Amendment to our Articles of Incorporation with the Secretary
of State of the State of Nevada and following the 10 day notice of this reverse split with FINRA under SEC Rule 10b-17.
The following chart
reflects the changes in our capital structure following the reverse split, the top row reflecting the pre-split capital structure
and the bottom row reflecting the post-split capital structure:
Authorized Shares of Common Stock
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Issued and Outstanding Shares
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Reserved but Unissued
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Available for Issuance
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3,000,000,000
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2,337,457,481
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1,560,194,463
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3,000,000,000
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29,967,404
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20,002,493
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2,650,210,721
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Reasons for the Reverse Split
The primary purpose
for effecting the Reverse Split is to increase the number of our available shares for future financings, acquisitions and general
corporate purposes.
In determining to authorize
the Reverse Split, and in light of the foregoing, our Board of Directors considered, among other things, that in the event that
the Company engages in acquisitions or is spun out eventually fewer shares should result in a higher per share price of our Common
Stock, which might heighten the interest of the financial community in the Company and potentially broaden the pool of investors
that may consider investing in the Company. In theory, the Reverse Split should cause the trading price of a share of our Common
Stock after the Reverse Split to be ten times what it would have been if the Reverse Split had not taken place. However, this will
not necessarily be the case.
In addition, our Board
of Directors considered that as a matter of policy, many institutional investors are prohibited from purchasing stocks below certain
minimum price levels. For the same reason, brokers may be reluctant to recommend lower-priced stocks to their clients, or may discourage
their clients from purchasing such stocks. Other investors may be dissuaded from purchasing lower-priced stocks because the commissions,
as a percentage of the total transaction, tend to be higher for such stocks. Our Board of Directors believes that, to the extent
that the price per share of our Common Stock remains at a higher per share price as a result of the Reverse Split, some of these
concerns may be ameliorated. The combination of lower transaction costs and increased interest from investors could also have the
effect of increasing the liquidity of the Common Stock.
In evaluating whether
or not to authorize the Reverse Split, in addition to the considerations described above, our Board of Directors also took into
account various negative factors associated with reverse stock splits. These factors include:
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the negative perception of reverse stock splits held by some investors, analysts and other stock market participants;
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the fact that the stock price of some companies that have implemented reverse stock splits has subsequently declined back to pre-reverse stock split levels; and
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the adverse effect on liquidity that might be caused by a reduced number of shares outstanding, and the potential concomitant downward pressure decreased liquidity could have on the trading price.
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Also, other factors
such as our financial results, market conditions and the market perception of our business may adversely affect the market price
of our Common Stock. As a result, there can be no assurance that the price of our Common Stock would be maintained at the per share
price in effect immediately following the effective time of the Reverse Split. There also can be no assurance that the total market
capitalization of the Company following the Reverse Split will be higher than the market capitalization preceding the split or
that an increase in our trading price, if any, would be sufficient to generate investor interest.
Stockholders should
recognize that if the Reverse Split is effected, they will own a fewer number of shares than they currently own (a number equal
to the number of shares owned immediately prior to the Reverse Split divided by 78. While we expect that the Reverse Split will
result in an increase in the per share price of our Common Stock, the Reverse Split may not increase the per share price of our
Common Stock in proportion to the reduction in the number of shares of our Common Stock outstanding. It also may not result in
a permanent increase in the per share price, which depends on many factors, including our performance, prospects and other factors
that may be unrelated to the number of shares outstanding. The history of similar reverse splits for companies in similar circumstances
is varied.
If the Reverse Split
is effected and the per share price of our Common Stock declines, the percentage decline as an absolute number and as a percentage
of our overall market capitalization may be greater than would occur in the absence of the Reverse Split. Furthermore, the liquidity
of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Split.
Finally, following
the Reverse Split the number of authorized but unissued shares of our Common Stock relative to the number of issued shares of our
Common Stock will be increased. This increased number of authorized but unissued shares of our Common Stock could be issued by
the Board without further stockholder approval, which could result in dilution to the holders of our Common Stock. The increased
proportion of unissued authorized shares to issued shares could also, under certain circumstances, have an anti-takeover effect.
For example, the issuance of a large block of Common Stock could dilute the ownership of a person seeking to effect a change in
the composition of our Board of Directors or contemplating a tender offer or other transaction. The Reverse Split is not being
proposed in response to any effort of which the Company is aware to accumulate shares of Common Stock or obtain control of the
Company.
Principal Effects of the Reverse Split
General
The Reverse Split will
affect all of holders of our Voting Stock uniformly and will not change the proportionate equity interests of such stockholders,
nor will the respective voting rights and other rights of holders of our Voting Stock be altered, except for possible changes due
to the treatment of fractional shares resulting from the Reverse Split, as described below.
Exchange Act Matters
Our Common Stock is
currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject
to the periodic reporting and other requirements of the Exchange Act. The Reverse Split, if implemented, will not affect the registration
of our Common Stock under the Exchange Act or our reporting or other requirements thereunder. Note, however, that the CUSIP
number
for our Common Stock will change in connection with the Reverse Split and will be reflected on new certificates issued by the Company
and in electronic entry systems.
Number of Shares of Common Stock and
Number of Stockholders
The Reverse Split would
have the following effects on the number of shares of Common Stock:
1. Each 78 shares of
our Common Stock owned by a stockholder immediately prior to the Reverse Split would become one share of Common Stock after the
Reverse Split;
2. All outstanding
but unexercised options and warrants entitling the holders thereof to purchase shares of our Common Stock will enable such holders
to purchase, upon exercise of their options or warrants, one-seventy-eighth of the number of shares of our Common Stock that such
holders would have been able to purchase upon exercise of their options or warrants immediately preceding the Reverse Split, at
an exercise price equal to 78 times the exercise price specified before the Reverse Split, resulting in approximately the same
aggregate exercise price being required to be paid upon exercise thereof immediately preceding the Reverse Split;
3. The number of shares
of our Common Stock reserved for issuance (including the maximum number of shares that may be subject to options) under our stock
option plan will be reduced to one-seventy eighth of the number of shares currently included in such plan; and
4. The number of shares
of our Common Stock for which each share of Preferred Stock shall be authorized to vote on an as converted basis will be reduced
to one-seventy eighth of the number of shares of Common Stock currently authorized to be voted by each share of Preferred Stock.
Rounding in Lieu of Issuing Fractional
Shares
The Company will not
issue fractional shares in connection with the Reverse Split. Instead, the Company will round up to the nearest whole share any
stockholder’s share ownership to the extent such stockholder would be entitled to receive less than one share of Common Stock
or greater as a result of the Reverse Split.
Accounting Matters
The Reverse Split will
not affect total stockholders’ equity on our balance sheet. However, because the par value of our Common Stock will remain
unchanged, the components that make up total stockholders’ equity will change by offsetting amounts. As a result of the Reverse
Split, the stated capital component attributable to our Common Stock will be reduced to an amount equal to one-seventy-eighth of
its present amount, and the additional paid-in capital component will be increased by the amount by which the stated capital is
reduced. The per share net loss and net book value per share of our Common Stock will be increased as a result of the Reverse Split
because there will be fewer shares of our Common Stock outstanding.
Procedure for Effecting the Reverse
Split and Filing the Certificate of Amendment
Generally
The Reverse Split and
related amendment to the Articles of Incorporation, our Board of Directors will file the Amendment effecting the Reverse Split
with the Secretary of State of the State of Nevada. The Reverse Split will become effective as of 5:00 p.m. eastern standard time
on the date of filing, which time on such date will be referred to as the “effective time.” At the effective time,
each 78 shares of Common Stock issued and outstanding immediately prior to the effective time will, automatically and without any
further action on the part of our stockholders, be combined into and become one share of Common Stock, subject to the treatment
for fractional shares described above, and each certificate which, immediately prior to the effective time represented pre-Reverse
Split shares, will be deemed cancelled and, for all corporate purposes, will be deemed to evidence ownership of post-Reverse Split
shares. However, a stockholder will not be entitled to receive any dividends or distributions payable after the Certificate of
Amendment is effective until that stockholder surrenders and exchanges his or her certificates.
VStock Transfer, LLC,
the Company’s transfer agent (the “Transfer Agent”), will act as exchange agent for purposes of implementing
the exchange of stock certificates, and is sometimes referred to as the “exchange agent.” As soon as practicable after
the effective time, a letter of transmittal will be sent to stockholders of record as of the effective time for purposes of surrendering
to the exchange agent certificates representing pre-Reverse Split shares in exchange for certificates representing post-Reverse
Split shares in accordance with the procedures set forth in the letter of transmittal. No new certificates will be issued to a
stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s), together with the properly
completed and executed letter of transmittal, to the exchange agent. From and after the effective time, any certificates formerly
representing pre-Reverse Split shares which are submitted for transfer, whether pursuant to a sale, other disposition or otherwise,
will be exchanged for certificates representing post-Reverse Split shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S)
AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
In connection with
the Reverse Split, our Common Stock will change its current CUSIP number. This new CUSIP number will appear on any new certificates
representing post-Reverse Split shares of our Common Stock.
Street Name and
Book-Entry Holders
Upon the Reverse Split,
the Company intends to treat shares held by stockholders in “street name”, through a bank, broker or other nominee,
in the same manner as stockholders whose shares are registered in their own names. Banks, brokers and other nominees will be instructed
to effect the Reverse Split for their beneficial holders. These brokers, banks and other nominees may have other procedures for
processing the transaction, however, and stockholders holding in street name are encouraged to ask their brokers, banks or other
nominees any questions they may have regarding such procedures.
Stockholders who hold
some or all of their shares in electronic book-entry form with the Transfer Agent do not have certificates evidencing their ownership
and need not take any action to receive their post-Reverse Split shares. Rather, a statement will be sent automatically to any
such stockholder’s address of record indicating the effects of the transaction, including the number of shares of Common
Stock held following the Reverse Split.
Certain U.S. Federal Income Tax Consequences
The discussion below
is only a summary of certain U.S. federal income tax consequences of the Reverse Split generally applicable to beneficial holders
of shares of our Common Stock and does not purport to be a complete discussion of all possible tax consequences. This summary addresses
only those stockholders who hold their pre-Reverse Split shares as “capital assets” as defined in the Internal Revenue
Code of 1986, as amended (the “Code”), and will hold the post-Reverse Split shares as capital assets. This discussion
does
not
address all U.S. federal income tax considerations that may be relevant to particular stockholders in light of
their individual circumstances or to stockholders that are subject to special rules, such as financial institutions, tax-exempt
organizations, insurance companies, dealers in securities, and foreign stockholders. The following summary is based upon the provisions
of the Code, applicable Treasury Regulations thereunder, judicial decisions and current administrative rulings, as of the date
hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and
other laws are
not
addressed herein. Each stockholder should consult his, her or its own tax advisor as to the particular
facts and circumstances that may be unique to such stockholder and also as to any estate, gift, state, local or foreign tax considerations
arising out of the Reverse Split.
The Reverse Split will
qualify as a recapitalization for U.S. federal income tax purposes. As a result,
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Stockholders should not recognize any gain or loss as a result of the Reverse Split.
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The aggregate basis of a stockholder’s pre-Reverse Split shares will become the aggregate basis of the shares held by such stockholder immediately after the Reverse Split.
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The holding period of the shares owned immediately after the Reverse Split will include the stockholder’s holding period before the Reverse Split.
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The above discussion
is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal tax penalties.
It was written solely in connection with the solicitation of stockholder votes with regard to a proposed reverse split of our Common
Stock
PROPOSAL 2 –
AMENDMENT TO OUR ARTICLES
OF INCORPORATION
TO EFFECT A CHANGE OF NAME OF THE COMPANY
The Company will change
its name in its new Articles of Incorporation from "Endeavor IP, Inc." to "Nanolife Health, Inc." since the
Company will now be engaged in commercializing its versatile and widely-applicable Nanoscale Particle Complex (“NPC”)
technology that makes feasible a broad range of close-to-the-market applications, including beverages, foods and nutraceuticals,
which do not require additional regulatory action and can be brought to market rapidly in management's opinion. Longer-term, management
also believes that it also creates the basis for a variety of pharmaceuticals, including being in anti-cancer/general immunity
modular pharmaceutical products and other pharmaceuticals (including oral, intra-nasal, and sublingual products such as vaccines,
anti-inflammatory products, analgesics, and anti-dementia, hepatic detoxification, and cardiovascular products) and topical products
(such as anti-inflammatory products, analgesics, anti-infective agents (bacterial, viral and fungal) basal cell treatments and
vaccines, and melanoma treatments and vaccines). The Board of the Company has concluded that the name of Nanolife Health, Inc.
more clearly reflects its new focus and future prospects and will help build a brand identity. Accordingly, the Board has concluded
that is in the best interests of the Company and its shareholders to amend its charter to change its name to "Nanolife Health,
Inc."
VOTING SECURITIES AND PRINCIPAL
STOCKHOLDERS
Our voting securities
consist of our Common Stock of which 2,335,557,481 shares are outstanding, and Preferred Stock, of which 1,000,000 are outstanding.
The following tables contain information regarding record ownership of our Common Stock as of December 15, 2016 held by:
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persons who own beneficially more than 5% of our outstanding voting securities;
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our executive officers; and
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all of our directors and executive officers as a group.
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All addresses below are 8201 Old Courthouse Road, Suite 202,
Vienna, Virginia 22182 unless otherwise stated.
Stockholders, Management and Directors
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Shares Beneficially Owned
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Percentage of
Outstanding
Shares Owned
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Officers and Directors
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James B. Hovis,
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360,000
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(1)
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32.4
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%
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Lawrence W. Kubin, Jr.
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100,000
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(1)
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9.0
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%
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Dr. Michael Fountain
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100,000
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(1)
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9.0
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%
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All directors and executive
officers as a group (5 persons)
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50.4
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5% Shareholders
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Edward J. Mathias
1001 Pennsylvania Ave., NW, Suite 220 S.
Washington, DC 20004
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244,500
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22
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Stuart Yarbrough
33 Badeau Avenue
Summit, New Jersey, 07901
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146,700
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13.2
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(1) Voting on an as-converted basis through
ownership of Preferred Stock.
DELIVERY OF DOCUMENTS TO SECURITY
HOLDERS SHARING AN ADDRESS
Only one Information
Statement is being delivered to multiple security holders sharing an address unless the Company has received contrary instructions
from one or more of its security holders. The Company undertakes to deliver promptly upon written or oral request a separate copy
of the Information Statement to a security holder at a shared address to which a single copy of the documents was delivered and
provide instructions as to how a security holder can notify the Company that the security holder wishes to receive a separate copy
of the Information Statement.
Security holders sharing
an address and receiving a single copy may request to receive a separate Information Statement at Endeavor IP, Inc., 8201 Old Courthouse
Road, Suite 202, Vienna, Virginia 22182. Security holders sharing an address can request delivery of a single copy of the Information
Statement if they are receiving multiple copies may also request to receive a separate Information Statement at Endeavor IP, Inc.,
8201 Old Courthouse Road, Suite 202, Vienna, Virginia 22182, telephone: (402) 676-9010.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires that our directors and executive officers, and persons who own more than
ten percent (10%) of our outstanding Common Stock, file with the Securities and Exchange Commission (the “SEC”) initial
reports of ownership and reports of changes in ownership of Common Stock. Such persons are required by the SEC to furnish us with
copies of all such reports they file. Specific due dates for such reports have been established by the SEC and we are
required to disclose any failure to file reports by such dates. We believe that during the fiscal year ended January
31, 2014, all reports required to be filed pursuant to Section 16(a) were filed on a timely basis.
WHERE YOU CAN OBTAIN
ADDITIONAL INFORMATION
We are required to
file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document
we file at the SEC’s public reference rooms at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference rooms. Copies of
our SEC filings are also available to the public from the SEC’s web site at www.sec.gov.
We will provide, upon
request and without charge, to each shareholder receiving this Information Statement a copy of our filings with the SEC and other
publicly available information. A copy of any public filing is also available, at no charge, by contacting Endeavor IP, Inc., 8201
Old Courthouse Road, Suite 202, Vienna, Virginia 22182, telephone: (402) 676-9010.
Date: March 21, 2017
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Endeavor IP, Inc.
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By Order of the Board of Directors
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By:
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/s/ James B. Hovis
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James B. Hovis
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President and CEO
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Exhibit A
AMENDMENT TO ENDEAVOR IP'S ARTICLES
OF INCORPORATION