ITEM 1.

INFORMATION STATEMENT

This Information Statement is furnished to the stockholders of Soupman, Inc., a Delaware corporation (“Soupman”), in connection with our prior receipt of approval by written consent, in lieu of a special meeting, of the holders of a majority of our voting power authorizing the board of directors to effect, in its discretion, either: (i) an increase in the amount of authorized shares of common stock from 500,000,000 to 1,000,000,000 (“Increase”), or (ii) in the alternative, a reverse stock split of the issued and outstanding shares of common stock at a ratio to be determined in the discretion of our board of directors within a range of one (1) share of common stock for up to three (3) shares of common stock (“Reverse Split”). The proposed action to effect either the “Increase” or the “Reverse Split” is hereinafter referred to as the “Share Authorization Action”. On August 9, 2016, we obtained the approval of the Share Authorization Action by written consent of the stockholders that are the record owners of 42,649,573 shares of common stock and 13,579,289 shares of our preferred stock which represent an aggregate of 182,607,215 votes or approximately 50.7% of the voting power as of August 9, 2016.

The Increase or Reverse Split cannot be effectuated until 20 days after the mailing of this Information Statement and after the filing of an amended Certificate of Incorporation with Secretary of State of the State of Delaware to effect same. A copy of a certificate of amendment to effect an Increase and a copy of a certificate of amendment to effect the Reverse Split, are attached to this Information Statement as Exhibit B-1 and Exhibit B-2 , respectively The number of authorized shares of all classes of stock will not be reduced as a result of the proposed Share Authorization Action, nor will any Reverse Split reduce the number of outstanding shares of our preferred stock.

The date on which this Information Statement will be sent to stockholders will be on or about November 21, 2016, and is being furnished to all holders of the common stock of Soupman on record as of August 9, 2016.

The board of directors, and persons owning a majority of the outstanding voting power of Soupman, have unanimously adopted, ratified and approved the proposed actions by the Soupman board of directors. No other votes are required or necessary.

The Quarterly Report on Form 10-Q for quarterly periods ended November 30, 2015, February 29, 2016 and May 31, 2016 and the Annual Report on Form 10-K, as amended, for the year ended August 31, 2015, and any reports on Form 8-K filed by Soupman during the past year with the Securities and Exchange Commission (the “SEC”) may be viewed on the SEC’s web site at www.sec.gov in the Edgar Archives. Soupman is presently current in the filing of all reports required to be filed by it.

Only one Information Statement is being delivered to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders. We will undertake to 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 a written or oral request by sending a written notification to our principal executive offices stating your name, your shared address, and the address to which we should direct the additional copy of the Information Statement or by calling our principal executive offices at (212) 768-7687. If multiple stockholders sharing an address have received one copy of this Information Statement and would prefer us to mail each stockholder a separate copy of future mailings, you may send notification to or call our principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement and would prefer us to mail one copy of future mailings to stockholders at the shared address, notification of that request may also be made by mail or telephone call to our principal executive offices.

VOTE REQUIRED

Pursuant to Soupman’s Bylaws and the Delaware General Corporation Law (the “DGCL”), a vote by the holders of at least a majority of Soupman’s outstanding voting power is required to effect the Share Authorization Action. Soupman’s Certificate of Incorporation does not authorize cumulative voting. As of the record date, Soupman had 146,882,323 voting shares of common stock issued and outstanding and 19,581,956 shares of voting preferred stock issued and outstanding of which the common stock was entitled to 146,882,323 votes and the preferred stock was entitled to 213,319,560 votes. A total of 180,100,942 votes are required to pass the proposed Share Authorization Action, namely, the Increase or the Reverse Split. The consenting stockholders are entitled to 182,607,215 votes, which represents approximately 50.7% of the issued and outstanding votes with respect to Soupman’s shares of common stock and voting preferred stock. The consenting stockholders voted in favor of Soupman’s board of directors effecting, in its discretion, either the proposed Increase or proposed Reverse Split described herein in a unanimous written consent, dated August 9, 2016.

PROPOSAL 1

GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO EITHER INCREASE THE AUTHORIZED SHARES  

OR EFFECT UP TO A ONE-FOR-THREE SHARE REVERSE STOCK SPLIT OF SOUPMAN’S COMMON STOCK.

Purpose and effect of the Share Authorization Action

Our board of directors believes that the proposed Share Authorization Action to increase the number of shares of our common stock available for issuance, whether through effecting the Increase or effecting the Reverse Split, is necessary to make available shares of common stock for future issuance and will provide us greater flexibility with respect to future actions involving the issuance of stock, including, primarily, the issuance of shares of common stock upon conversion of the Debenture (as defined below) and any future debenture issued to the Investor and the raising of additional capital. We currently have 146,882,323 shares of common stock outstanding, 878,639 shares of common stock issuable upon conversion of our Series A non-voting preferred stock, 204,115,930 shares of common stock issuable upon conversion of our Series, B and Series C preferred stock, 168,000,000 shares of common stock issuable upon conversion of a senior secured convertible debenture in the principal amount of $3,360,000 (the “Debenture”), 33,600,000 shares of common stock issuable upon conversion of our Series D preferred stock and 7,108,223 shares of common stock issuable upon outstanding options and warrants. We are currently authorized to issue 500,000,000 shares, and will not have enough shares available for future issuances if all convertible equity were to convert into our common stock. In addition, under our Securities Purchase Agreement, dated July 26, 2016 (the “SPA”), with Hillair Capital Investments, L.P. (the “Investor”), pursuant to which it acquired its Debenture and 672 shares of our Series D preferred stock, the Investor has the right to exercise an additional investment option on or before June 30, 2017 to acquire an additional $3,360,000 of our debentures and an additional 672 shares of Series D preferred stock, which would be convertible into an additional 168,000,000 shares and 33,600,000 shares of common stock, respectively.

Pursuant to the SPA, on July 26, 2016 we sold the Investor the Debenture, having an aggregate principal amount of $3,360,000, for an aggregate purchase price of $3,000,000. The Debenture matures on April 1, 2018 and bears interest at the rate of 8% per annum, subject to adjustment under certain conditions. The Debenture is convertible at the option of the Investor, at any time commencing 120 days after the closing date, into shares of our common stock at an initial conversion price (as may be adjusted) of $0.02 per share, subject to certain ownership limitations and adjustment provisions. The conversion price is subject to reduction in the event we sell any shares of common stock (or common stock equivalents) for an effective price per share of less than the then conversion price to an amount equal to the lower effective price per share. Beginning on July 1, 2017, we have agreed to pay quarterly redemption payments of $840,000 together with accrued interest thereon. We also have the right, under certain circumstances, to pay the quarterly redemption amount in shares of our common stock. It is our intention, and we have a reasonable basis to believe that we will have the financial ability to make all payments on the Debenture to the Investor.

Pursuant to the terms of the Debenture, we have agreed to certain negative covenants, including not incurring any other indebtedness for so long as any portion of the Debenture remains outstanding. Our obligations under the Debenture are also secured by a lien on all of our assets, including a pledge of the securities of the Company’s subsidiaries, pursuant to the terms of a Security Agreement entered into as of July 26, 2016, between us and the Investor. The Debenture provides for customary events of default, such as should we default in the payment of the principal amount of the Debenture or interest, liquidated damages and other amounts owing to the Investor under the Debenture, or shall fail to observe or perform other covenants or agreements contained in the Debenture and related transaction documents. In the event of a default of our obligations under the Debenture, at the Investor’s election the outstanding principal amount of the Debenture will become immediately due and payable, together with accrued but unpaid interest and any other amounts owing it. In the event of any such acceleration, the interest rate on the Debenture will increase to the lesser of 18% per annum or the maximum rate permitted under applicable law.

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In the SPA with the Investor, we agreed to use our reasonable efforts to seek shareholder approval to increase the number of shares of our common stock available for issuance to meet our obligations to the Investor under the Debenture, Series D preferred stock and its additional investment option, however it is not an event of default under the Debenture should we be unable to obtain this approval. Rather, the Debenture provides in such circumstances for an increase in the rate of interest payable under the Debenture to 12% per annum if the additional shares to meet our obligations to the Investor are not available before the six month anniversary of the Debenture’s issuance, to 16% per annum if the additional shares are not available before the nine month anniversary of the Debenture’s issuance and 18% per annum if the additional shares are not available before the twelve month anniversary the Debenture’s issuance. In addition, in the event the Company fails for any reason to timely deliver to the Investor shares of its common stock upon a conversion, we are obligated to pay to the Investor, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per trading day (increasing to $20 per trading day on the fifth (5th ) trading day after such liquidated damages begin to accrue) for each trading day after the due date for the delivery of the shares until the shares are delivered or the Investor rescinds such conversion. The Debenture will not be convertible until 120 days after the closing date.

In connection with the sale to the Investor of the Debenture, we also issued to the Investor 672 shares of our Series D preferred stock. The shares of Series D preferred stock are non-voting, have a stated value of $1,000 per share and, commencing 120 days after the Closing Date, are convertible into Common Stock at a conversion price of $.02 per share, subject to certain ownership limitations and adjustment provisions.

The Debenture provides, and the Series D preferred stock similarly provide, that the Investor’s beneficial ownership at any one time is limited to 4.99%, which upon 61 days’ notice the Investor may raise to 9.99%. Notwithstanding, if we were we to issue the Investor all 168,000,000 shares of common stock issuable upon conversion of the Debenture and all 33,600,000 shares of common stock issuable upon conversion of the Series D preferred stock, together with all 168,000,000 shares of common stock issuable upon conversion of the $3,360,000 of additional debentures and all 33,600,000 shares of common stock issuable upon conversion of another 672 shares of our Series D Preferred Stock, the number of shares so issued in relation to the Debenture would equal approximately 52% of the now outstanding convertible shares (including warrants and options) on an as diluted bases; the actual percentage to be dependent on the then number of outstanding shares. Copies of our agreements with the Investor have been filed as exhibits to our Current Report on Form 8-K, dated August 2, 2016.

The board would also like the flexibility of having additional shares available for issuance in order to allow it to issue shares of stock in lieu of cash payments for services provided by third parties and employees, thus allowing it to preserve its cash. In addition, the board of directors may seek to sell securities from time to time to raise money needed to continue its operations. Our board of directors further believes that the increase in the number of authorized shares of common stock will enable us to promptly take advantage of market conditions and the availability of favorable opportunities without the delay and expense associated with holding a special meeting of stockholders. As such, the board of directors proposed to effect, in its discretion, either: (i) an increase in the amount of authorized shares of common stock from 500,000,000 to 1,000,000,000 (i.e., the “Increase”), or (ii) in the alternative, a reverse stock split of the issued and outstanding shares of common stock on an up to one (1) for three (3) basis (i.e., the “Reverse Split”).

In the event the board of directors determines to effect a Reverse Split in lieu of the Increase, the Reverse Split would reduce the number of outstanding shares of our common stock but have no effect on the number of outstanding shares of preferred stock. The board had determined that if a Reverse Split is implemented in lieu of the Increase it would be in our best interest to conduct the Reverse Split of our common stock on an up to one (1) for three (3) basis.

The primary purposes of a Reverse Split would be to accomplish the following:

a)  increase the per share price of the common stock to help maintain the interest of the markets;

b)  reduce the number of outstanding shares of common stock to a level more consistent with other public companies with a similar anticipated market capitalization; and

c)  provide the management of Soupman with additional flexibility to issue shares to meet existing obligations to the Investor and help facilitate future financings for Soupman.

There can be no assurance, however, that the Reverse Split will have the desired benefits.

The Reverse Split is not the first step in a going private transaction as such this proposed action does not trigger compliance with certain of the SEC’s rules related to going private transactions.

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The Reverse Split, if chosen by the board of directors in lieu of the Increase and effected, would provide for the combination of the presently issued and outstanding shares of common stock into a smaller number of shares of identical common stock, and would affect all common stockholders uniformly. This process, which is known as a reverse stock split, would take up to three (3) shares of the presently issued and outstanding common stock on the effective date of the amendment to the Certificate of Incorporation that would carry out the Reverse Split and convert those shares into one (1) share of the post-reverse stock split common stock. The conversion rate of all securities convertible into common stock other than the outstanding preferred stock would be proportionately adjusted.

The board of directors has indicated that fractional shares will not be issued in connection with any Reverse Split. Instead, Soupman will issue one full share of the post-reverse stock split common stock to any stockholder who would have been entitled to receive a fractional share as a result of the process. Each common stockholder will hold the same percentage of the outstanding common stock immediately following the Reverse Split as that stockholder did immediately prior to the Reverse Split, except for minor adjustment due to the additional shares that will need to be issued a result of the treatment of fractional shares.

Effects: The Increase, or in the alternative, the Reverse Split will be effected by filing an amendment to Soupman’s Certificate of Incorporation with the Delaware Secretary of State’s office and will become effective upon such filing. The actual timing of any such filing will be made by the board of directors based upon its decision whether to effect the Increase or the Reverse Split and upon its evaluation as to when the requisite approvals are received and the requisite waiting periods have passed.

Soupman is currently authorized to issue 500,000,000 shares of its common stock, of which 146,882,323 shares are currently issued and outstanding. Soupman is also authorized to issue 50,000,000 shares of preferred stock, of which 2,500,000 have been designated as Series A convertible preferred stock, 20,000,000 have been designated Series B convertible preferred stock, 2,500,000 have been designated as Series C convertible preferred stock and 672 have been designated as Series D convertible preferred stock. There are 878,639 shares of Series A preferred stock outstanding, which stock converts to shares of common stock on a 1 for 1 basis, without adjustment for stock splits, and has no voting rights. The Series B preferred stock converts to shares of common stock on a 10 for 1 basis, subject to adjustment for stock splits, and votes on an “as converted” basis with 10 votes per share and a total vote of 178,319,560. The Series C preferred stock converts to shares of common stock on a 20 for 1 basis, subject to adjustment for stock splits, and votes on an “as converted” basis with 20 votes per share and total votes of 35,000,000. The Series D preferred stock converts to shares of common stock at a fixed price of $.02, subject to adjustment for stock splits, and has no voting rights. Currently, stockholders holding votes in excess of 50.7% of the voting rights of Soupman’s stockholders have consented in writing to the proposal to effect the Share Authorization Action, namely the Increase or a Reverse Split, including the holders of the Series B preferred stock and Series C preferred stock voting on an as converted basis. Neither the proposed Increase or, in the alternative, a Reverse Split of Soupman’s common stock will cause a decrease in the number of authorized shares of common stock or preferred stock, the number of outstanding shares of preferred stock, or the voting rights of the outstanding Series A, Series B, Series C, or Series D preferred stock. A Reverse Split will, however, reduces the number of issued and outstanding shares of common stock from 146,882,323 to up to approximately 48,960,775, if it is effected at a one (1) for three (3) ratio. The voting power of the preferred stockholders will not increase as a result of the Increase or Reverse Split. A Reverse Split will not have any effect on the stated par value of the common stock.

In the event the Increase is implemented, the total number of shares of common stock held by each stockholder will not change. Alternatively, in the event the Reverse Split is implemented, the total number of shares of common stock held by each stockholder will automatically convert into the number of whole shares of common stock equal to the number of shares of common stock owned immediately prior to the Reverse Split divided by up to three (3) shares, with an adjustment for any fractional shares. (Fractional shares will be rounded up into a whole share).

Upon effectuation of either the Increase or the Reverse Split, each common stockholder’s percentage ownership interest in common stock will remain virtually unchanged, subject to a reduction in voting power due to the increased voting power of the preferred stock and except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock of Soupman will be substantially unaffected by the Increase or the Reverse Split, except as described above in connection with the increase in relative voting power of the Series B and Series C preferred stock. In the event of an Increase, no adjustment will be made to any issued and outstanding options, warrants, and convertible securities. By comparison, in the event the board determines to effect a Reverse Split in lieu of the Increase, all issued and outstanding options, warrants, and convertible securities would be appropriately adjusted for the Reverse Split automatically on the effective date of the Reverse Split. All shares, options, warrants or convertible securities that Soupman has agreed to issue other than the preferred stock (or agrees to issue prior to the effective date of the Reverse Split), also will be appropriately adjusted for the Reverse Split.

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The Reverse Split may also result in some stockholders holding “odd lots” of fewer than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd lots may be higher, particularly on a per-share basis, than the cost of transactions in even multiples of 100 shares.

In the event either the Increase or Reverse Split is implemented, our board of directors may authorize the issuance of any shares of common stock authorized but unissued without further stockholder approval, the issuance of such shares of common stock to such persons, for such consideration, and upon such terms as the board of directors determines. Such issuance could result in a significant dilution of the voting rights and the stockholders' equity, of the existing stockholders and may adversely affect the market price for the common stock. The proposed Share Authorization Action creates a risk that current stockholders of the common stock will see the value of those shares diluted through the issuance of additional authorized but currently unissued shares. The current net tangible book value per share would be diluted if additional shares are issued without an increase taking place in the net book value of the assets of Soupman. The current book value of shares held by existing stockholders would not be maintained in the event additional shares are issued. After the Share Authorization Action, if the board of directors would then issue the balance of the authorized shares, that action would have a material dilutive effect upon existing stockholders. The board of directors has no immediate plans, understandings, agreements or commitments to issue additional shares of stock for any purpose except to meet existing commitments. Although Soupman has no other current financing plans or understandings, agreements or commitments for financing, if an opportunity should present itself, Soupman may issue shares of common stock in connection with such a financing. The increased capital will provide the board of directors with the ability to issue additional shares of stock without further vote of the stockholders of Soupman. Soupman’s stockholders do not have preemptive rights to subscribe to additional securities, which may be issued by Soupman which means that current stockholders do not have a prior right to purchase any new issuance of capital stock of Soupman in order to maintain their proportionate ownership of Soupman’s stock.

After the taking of any action to conduct or authorize the Increase or Reverse Split is filed, there is not a requirement that stockholders obtain new or replacement share certificates. Each of the holders of record of shares of Soupman’s common stock that is outstanding on the effective date of any Reverse Split may contact Soupman’s transfer agent to exchange the certificates for new certificates representing the number of whole shares of post-reverse stock split shares of common stock into which the existing shares have been converted as a result of the Reverse Split.

Issuance of additional shares of common stock may have the effect of deterring or thwarting persons seeking to take control of Soupman through a tender offer, proxy fight or otherwise or to bring about removal of incumbent management or a corporate transaction such as merger. For example, the issuance of common stock could be used to deter or prevent such a change of control through dilution of stock ownership of persons seeking to take control or by rendering a transaction proposed by such persons more difficult even if the person seeking to obtain control of Soupman offer an above-market premium that is favored by a majority of the independent stockholders. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting right of persons seeking to cause such removal.

Although the Share Authorization Action is not being undertaken for this purpose, in the future the board of directors could, subject to its fiduciary duties and applicable law, use the increased number of authorized but unissued shares to frustrate persons seeking to take over or otherwise gain control of our company by, for example, privately placing shares with purchasers who might side with the board of directors in opposing a hostile takeover bid. Such use of our common stock could render more difficult, or discourage, an attempt to acquire control of our company if such transactions were opposed by the board of directors.

For the above reasons, the board of directors believes that the Share Authorization Action is in the best interests of Soupman and its stockholders.

BOARD OF DIRECTORS’ RECOMMENDATION AND STOCKHOLDER APPROVAL

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On August 1, 2016, our board of directors voted to seek approval of our stockholders of an amendment to our Certificate of Incorporation to effect either: (i) the Increase (i.e., an increase in the amount of authorized shares of common stock from 500,000,000 to 1,000,000,000), or (ii) in the alternative, the Reverse Split (i.e., a reverse stock split of the issued and outstanding shares of common stock on an up to one (1) for three (3) basis). In the absence of a meeting, the affirmative consent of holders of a majority of Soupman’s voting power represented by our outstanding shares of stock was required to approve the Share Authorization Action. Because holders of approximately 50.7% of our voting power signed a written consent in favor of the proposed amendments to the Certificate of Incorporation, we are authorized to amend the Certificate of Incorporation to effect either: (i) an increase the number of shares of authorized stock from 500,000,000 shares to 1,000,000,000 shares; OR (ii) a reverse split of Soupman’s common stock on an up to one (1) for three (3) basis. Any Increase or, in the alternative, Reverse Split that is implemented will be effective upon the filing of an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, which is not expected to occur until such time as the board of directors determines whether to effect the either the Increase or the Reverse Split, and may not occur by law prior to the 20th day following the mailing of this Information Statement to stockholders.

By approving this proposal, the stockholders approved an amendment to our Certificate of Incorporation to effect either the Increase or the Reverse Split of our issued and outstanding shares of common stock at a ratio to be determined in the discretion of our board of directors within the range of one (1) share of our common stock for up to three (3) shares of our common stock, and to abandon any such amendment to our Certificate of Incorporation not selected by our board of directors. Our board of directors believes that stockholder approval of either the Increase or the Reverse Spit and granting our board of directors the discretion of a range for the Reverse Split, rather than approval of a specified exchange ratio, provides our board of directors with maximum flexibility to react to then-current market conditions and, therefore, is in the best interests of Soupman and its stockholders. The board of directors may effect only one Increase or Reverse Split as a result of this authorization. The board of directors may also elect not to do any Increase or Reverse Split. The board’s decision as to whether and when to effect the Increase or the Reverse Split will be based on a number of factors, including market conditions and the existing and expected trading prices for our common stock. Although our stockholders have approved of a Share Authorization Action, we will not effect the Share Authorization Action if the board of directors does not deem it to be in the best interests of Soupman and its stockholders.

The information contained in this Information Statement constitutes the only notice we will be providing stockholders.

EXISTING CERTIFICATES SHOULD NOT BE SENT TO SOUPMAN OR THE TRANSFER AGENT BEFORE THE EFFECTIVE DATE OF THE FILING OF THE PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION .

Until the stockholder forwards a completed letter of transmittal, together with certificates representing such stockholder’s shares of pre-reverse stock split common stock to the transfer agent and receives in return a new certificate representing shares of post-reverse stock split common stock, such stockholder’s pre-reverse stock split common stock shall be deemed equal to the number of whole shares of post-reverse stock split shares of common stock to which such stockholder is entitled as a result of the Reverse Split.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes certain material federal income tax considerations relating to the proposed increase in authorized shares. This discussion is based upon the Internal Revenue Code, existing and proposed regulations thereunder, legislative history, judicial decisions, and current administrative rulings and practices, all as amended and in effect on the date hereof. Any of these authorities could be repealed, overruled, or modified at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences to vary substantially from the consequences described herein. No ruling from the Internal Revenue Service (the “IRS”) with respect to the matters discussed herein has been requested, and there is no assurance that the IRS would agree with the conclusions set forth in this discussion.

This discussion may not address federal income tax consequences that may be relevant to particular stockholders in light of their personal circumstances or to stockholders who may be subject to special treatment under the federal income tax laws. This discussion also does not address any tax consequences under state, local or foreign laws.

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STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE OF THE STOCK SPLIT FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.

The increase in the number of authorized shares will not affect any existing stockholder’s number of shares as they currently exist.

The Share Authorization Action is intended to be a tax-free recapitalization to Soupman and its stockholders, except for those stockholders who receive a whole share of common stock in lieu of a fractional share. Stockholders will not recognize any gain or loss for federal income tax purposes as a result of the Share Authorization Action, except for those stockholders receiving a whole share of common stock in lieu of fractional shares (as described below). The holding period for shares of common stock after the Share Authorization Action will include the holding period of shares of common stock before the Share Authorization Action, provided, that such shares of common stock are held as a capital asset at the effective date of the amendment. The adjusted basis of the shares of common stock after the Share Authorization Action will be the same as the adjusted basis of the shares of common stock before the Share Authorization Action excluding the basis of fractional shares.

A stockholder who receives a whole share of common stock in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional shares to which the stockholder was otherwise entitled.

QUESTIONS AND ANSWERS REGARDING THE PROPOSED SHARE AUTHORIZATION ACTION IN THE NUMBER OF AUTHORIZED SHARES OF THE COMMON STOCK

Q.  WHY HAS THE PROPOSAL BEEN MADE TO INCREASE THE NUMBER OF SHARES COMMON STOCK?

A.  Our board of directors believes that the authorized shares of common stock remaining available for issuance may not be sufficient to fulfill all of Soupman’s obligations to holders of securities convertible into shares of common stock or allow Soupman to take advantage of future business opportunities. Accordingly, our board of directors believes that it is in our best interests to authorize it to effectuate the increase in the number of authorized shares of common stock as proposed. The increase in the number of authorized shares of common stock is recommended by Soupman’s board of directors in order to provide a sufficient reserve of such shares to fulfill such obligations and for the future growth and needs of Soupman.

Q.  HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSAL TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK? 

A.  All members of the board of directors have approved the proposal to authorize the officers of Soupman to effectuate the increase in the number of shares of common stock, whether by approving an amendment to Soupman’s certificate of incorporation to increase in the amount of authorized shares of common stock from 500,000,000 to 1,000,000,000, or (ii) in the alternative, approving a reverse stock split of the issued and outstanding shares of common stock on an up to one (1) for three (3) basis, as in the best interests of Soupman and the best interests of the current stockholders of Soupman. The board of directors has not yet determined, however, whether to effect the Increase or Reverse Split.

Q.  WHY PROPOSE A REVERSE STOCK SPLIT OF THE COMMON STOCK ON AN UP TO ONE (1) FOR THREE (3) BASIS?

A.  It is the expectation of the board of directors that in the event the Reverse Split is implemented it would increase the market price of the resulting common stock and thus help maintain a higher level of market interest in the shares, provide additional flexibility to management with regard to the issuance of shares and maintaining the proper market capitalization of Soupman. The board of directors believes that the Reverse Split will enhance Soupman’s flexibility with regard to the ability to issue common stock for fulfillment of its current obligations as well as for proper corporate purposes that may be identified from time to time, such as financing, acquisitions, compensation of employees, the establishment of strategic business relationships with other companies or the expansion of Soupman's business or product lines through the acquisition of other businesses or products.

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Q.  WILL THE CHANGES TO THE CERTIFICATE OF INCORPORATION RESULT IN ANY TAX LIABILITY TO ME?

A. The proposed changes are intended to be tax free for federal income tax purposes. A stockholder who receives a whole share of common stock in lieu of a fractional share in the Reverse Split generally may recognize gain in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional shares to which the stockholder was otherwise entitled. See the section above entitled “Certain Federal Income Tax Considerations.”

Q.  WHAT VOTE OF THE STOCKHOLDERS IS REQUIRED TO APPROVE THE INCREASE AND THE REVERSE SPLIT?

A.  To approve the proposal the affirmative vote of a majority of the potential votes cast as stockholders is required. Consents in favor of the proposals have already been received from stockholders holding a majority of the voting power of Soupman.

Q.  WHO IS PAYING FOR THIS INFORMATION STATEMENT?

A.  Soupman will pay for the preparation and delivery of this Information Statement.

Q.  IS THE REVERSE STOCK SPLIT THE FIRST STEP IN A GOING PRIVATE TRANSACTION?

A.  No, the reverse stock split is not the first step in a going private transaction as such this proposed action does not trigger compliance with certain of the SEC’s rules related to going private transactions.

Q.  WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?

A:  Jamieson Karson, Chairman and Chief Executive Officer of Soupman, 1110 South Avenue, Suite 100, Staten Island, New York 94960, (212) 768-7687.

VOTE REQUIRED FOR APPROVAL

Section 242 of the DGCL provides an outline of the scope of the amendments of the Certificate of Incorporation allowed by a Delaware corporation. This includes the amendments discussed herein. The procedure and requirements to effect an amendment to the Certificate of Incorporation of a Delaware corporation are set forth in Section 242 of the DGCL. Section 242 provides that proposed amendments must first be adopted by the board of directors and then submitted to stockholders for their consideration and must be approved by a majority of the outstanding voting securities.

The board of directors of Soupman has adopted, ratified and approved the increase in the authorized shares or reverse stock split on an up to one (1) for three (3) basis and submitted the proposed changes to the stockholders for their approval. The securities that are entitled to vote to amend Soupman’s Certificate of Incorporation consist of issued and outstanding shares of Soupman’s common stock outstanding on August 9, 2016 and shares of the preferred voting stock outstanding on August 9, 2016, the record date for determining stockholders who are entitled to notice of and to vote on the proposed amendment to Soupman’s Certificate of Incorporation.

DISSENTER'S RIGHTS OF APPRAISAL

The DGCL does not provide for dissenter's rights in connection with the proposed amendment of the Certificate of Incorporation.