INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
GENERAL
INFORMATION
Petrogress,
Inc., a Delaware corporation, with its principal executive offices located at 757 3
rd
Ave., Suite 2110, New York, New
York, 10017, is sending you the enclosed Notice and this Information Statement to notify you of actions that the holders of a
majority of our outstanding voting stock have taken by written consent in lieu of a special meeting of stockholders. References
in this Information Statement to the “Company,” “we,” “our,” “us,” and “Petrogress”
are to Petrogress, inc.
Copies
of this Information Statement are being mailed on or about ,
2017, to the holders of record on July 20,2017, which we refer to as the record date, of the outstanding shares of our common
stock.
Action
by Written Consent
The
following action was approved by the written consent of the holders of a majority of our outstanding voting capital stock as of
the record date, which we refer to as the Written Consent, in lieu of a special meeting:
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Adoption
of the Certificate of Designation for Series A Preferred Stock.
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The
Written Consent will not become effective until the date that is 20 calendar days after this Information Statement is first mailed
or otherwise delivered to holders of our common stock as of the record date and, thereafter, the COD will become effective upon
the filing.
Stockholders
Entitled to Receive Notice of Action by Written Consent
Under
Section 228 of the General Corporation Law of the State of Delaware, or the DGCL, and our constituent documents, any action
that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without
a vote, if the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take such
action at a meeting at which shares entitled to vote thereon consented to such action in writing. Prompt notice of any action
so taken by written consent must be provided to all holders of our common stock as of the record date.
Our
common stock is the only outstanding class of voting capital stock as of the record date. Each share of our common stock entitles
its holder to one vote on each matter submitted to stockholders. There will be no vote on the approval of the Name Change because
the holders of a majority of our outstanding common stock have provided their written consent for such approval and adoption as
allowed by Section 228 of the DGCL. No other votes are required or necessary.
Only
holders of record of our common stock at the close of business on the record date are entitled to notice of the action taken by
the Written Consent. As of the record date, 166,795,807 shares of common stock were outstanding and entitled to take action by
written consent and to receive notice of the action taken by the Written Consent. As of the record date, Christos P. Traios, President,
CEO and Chairman, owned 136,000,000 shares of stock, comprising approximately 81.5% of the Company’s issued and outstanding
shares of common stock; Mr. Traios consented to the Adoption of the COD.
Effective
Date of Action by Written Consent
Pursuant
to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, the earliest date that the corporate action being
taken pursuant to the Written Consent can become effective is 20 calendar days after the first mailing or other delivery of this
Information Statement. On the 20th calendar day after the first mailing or other delivery of this Information Statement, the action
taken by written consent of the holders of a majority of our outstanding voting stock will become effective and, thereafter, the
Adoption will become effective upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware.
We recommend that you read this Information Statement in its entirety for a full description of the action approved by the holders
of a majority of our outstanding common stock.
Dissenters’
Rights of Appraisal
Stockholders
do not have any dissenters’ rights or appraisal rights in connection with the approval of the Adoption.
Costs
of the Information Statement
We
are mailing this Information Statement and will bear the costs associated therewith. We are not making any solicitations. We will
reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending the Information
Statement to beneficial owners of our common stock.
REASONS
FOR THE APPROVAL OF THE ADOPTION
On
July 14, 2017, our board of directors approved resolutions authorizing the Adoption of the COD; on even date, the holder of a
majority of our outstanding voting capital stock as of the Record Date approved resolutions authorizing the Adoption pursuant
to the Written Consent. The Company’s establishment of the Series A Preferred Shares situates near total authority over
its conduct of business in the holder(s) in so far as he/they now will have the right and ability to approve any corporate action
requiring shareholder approval by a margin of 66 2/3% to 33 1/3 %. While these provisions do not alter or reduce the obligations
of management to adhere to their duties of care, loyalty, obedience and candor, nor affect the minority rights of shareholders,
they should be deemed as an anti-takeover provision. Mr. Traios is currently the owner of approximately 81.5% of the Company’s
shares, so that this Adoption has little impact on its current governing initiatives; he approved the Adoption, and has the authority
to approve similar matters. On an on-going basis, while Mr. Traios has no current plans to dispose of any portion of his shares,
the Adoption will permit the Company to broaden its shareholder base without suffering current shareholders to dilution and preserve
its ability to nimbly address corporate opportunities.
INTERESTS
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The
Series A Preferred Stock is to be issued to Christos P. Traios pursuant to his Employment Agreement. Mr. Traios’ ownership
of the Series A will provide for his significant control of the Company’s corporate operations.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly, and current reports and other information with the SEC. Our filings with the SEC are available to the
public on the SEC’s website at www.sec.gov. Those filings are also available to the public on our corporate website at www.ericksonaircrane.com.
The information we file with the SEC or contained on, or linked to through, our corporate website or any other website that we
may maintain is not part of this Information Statement. You may also read and copy, at the SEC’s prescribed rates, any document
we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You can call
the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.
Statements
contained in this Information Statement concerning the provisions of any documents are necessarily summaries of those documents,
and each statement is qualified in its entirety by reference to the copy of the document filed with the SEC.
STOCKHOLDERS
SHARING THE SAME LAST NAME AND ADDRESS
We
will only deliver one Information Statement to multiple common stockholders sharing an address and the same last name unless we
have received contrary instructions from one or more of the common stockholders. Upon written or oral request, we will promptly
deliver a separate copy of this Information Statement and any future annual reports and information statements to any common stockholder
at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information
Statement and any future annual reports and information statements to any common stockholder or holders sharing an address to
which multiple copies are now delivered.