INFORMATION
STATEMENT
INFORMATION
CONCERNING THE ACTION BY WRITTEN CONSENT
Pursuant
to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated
thereunder, the notice and this information statement (this “Information Statement”) will be mailed on or about November
2, 2017 to the stockholders of record as of October 18, 2017 (the “Record Date”), of The Chron Organization, Inc.,
a Nevada corporation (hereinafter referred to as “we,” “us,” “our” or the “Company”).
This Information Statement is being circulated to advise stockholders of actions already approved and taken without a meeting
by written consent of certain stockholders who hold a majority of the voting power of our voting stock.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Our
board of directors and stockholders holding a majority of our voting power took action by written consent to approve the following
actions:
1.
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Amend
our articles of incorporation, as amended and restated (the “Restated Articles”), to, change our corporate name
from The Chron Organization, Inc. to Zenergy Brands, Inc. (the “Name Change”); and
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2.
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Amend
our Restated Articles to increase our authorized Class A Common Stock from 1,450,000,000 shares to 1,700,000,000 shares, $0.001
par value per share, which such shares shall be issuable on such terms and conditions as the Board of Directors may determine
from time to time (the “Share Increase”).
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The
Name Change and Share Increase are hereinafter collectively referred to as the (the “Amendments”).
On
October 18, 2017 our board of directors unanimously approved the Amendments. Subsequent to our board of directors’ approval
of the Amendments, the stockholders holding 78.8% of our outstanding voting stock approved the Amendments. Pursuant to Rule 14c-2
promulgated under the Exchange Act, the Amendments will not be effected until at least 20 calendar days after the mailing of this
definitive Information Statement to our stockholders. We expect that the Name Change and Share Increase will be effective on or
about November 22, 2017.
RECORD
DATE AND VOTING SECURITIES
Only
stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this
Information Statement. As of the Record Date, our authorized capital stock, par value $0.001 per share, consists of (i) 1,450,000,000
shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock and 40,000,000 shares of preferred stock, of which 2,000,000
shares are designated as Series A Preferred Stock. As of the Record Date, there were issued and outstanding 929,043,334 shares
of Class A Common Stock held by 102 holders of record, 10,000,000 shares of Class B Common Stock held by 2 holders of record and
500,000 shares of Series A Preferred Stock. Each share of Class A Common Stock is entitled to one vote per share, each share of
Class B Common Stock is entitled to 200 votes per share and the Series A Preferred Stock is not entitled to any voting rights.
EXPENSES
The
costs of preparing, printing and mailing this Information Statement will be borne by the Company.
STOCKHOLDERS
SHARING AN ADDRESS
We
will deliver only one Information Statement to multiple stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. We 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 is delivered. A stockholder
can notify us that the stockholder wishes to receive a separate copy of the Information Statement by contacting us at the address
or phone number set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements
and wish to receive only one, such stockholders can notify us at the address or phone number set forth above.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL
BE
HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING
YOU OF THE MATTERS DESCRIBED HEREIN.
STOCKHOLDERS’
RIGHTS
The
elimination of the need for a special meeting of the stockholders to approve the action described in this Information Statement
is authorized by Section 78.320(2) of the Nevada Revised Statutes. Section 78.320(2) provides that any action required or permitted
to be taken at a meeting of stockholders of a corporation may be taken without a meeting, before or after the action, if a written
consent thereto is signed by the stockholders holding at least a majority of the voting power. In order to eliminate the costs
and management time involved in holding a special meeting and in order to effect the action disclosed herein as quickly as possible
in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority of the Company’s
voting power to approve the action described in this Information Statement.
The
action described in this Information Statement cannot be taken until at least 20 calendar days after this Information Statement
has first been sent or given to our stockholders.
DISSENTERS’
RIGHTS
There
are no rights of appraisal or similar rights of dissenters with respect to any matter described in this Information Statement.
AMENDMENT
OF OUR RESTATED ARTICLES TO CHANGE OUR CORPORATE NAME
BACKGROUND
AND PURPOSE OF THE NAME CHANGE
General
Our
board of directors and our stockholders representing a majority of the voting power of our capital stock, have taken action by
written consent to authorize our board of directors to effect the Amendments.
Reasons
for Proposed Name Change
Our
board of directors’ primary reason for approving and recommending the Name Change is part of our rebranding and marketing
efforts focused on our energy and smart controls business.
Potential
Effects of Proposed Name Change
The
Name Change will affect all holders of our Common Stock uniformly. The Name Change is not intended to, and will not, affect any
stockholder’s percentage ownership interest in our company.
The
Name Change will not change the terms of our Common Stock. After the Name Change, the shares of our Common Stock will have the
same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now
authorized. Our Common Stock will remain fully paid and non-assessable. In addition, we plan to change our stock symbol and CUSIP
number as a result of the name change. Stockholders will not be requested to surrender for exchange any stock certificates they
hold. On and after the effective date of the Name Change, the stock certificates representing the pre-Amendment shares will continue
to be valid. Following the effective date of the Amendments, newly issued stock certificates will bear the Company’s new
name, but this will not affect the validity of stock certificates already outstanding.
AMENDMENT
OF OUR ARTICLES TO INCREASE OUR AUTHORIZED
CLASS
A COMMON STOCK, PAR VALUE $0.001 PER SHARE, FROM 1,450,000,000 TO 1,700,000,000 SHARES
On
October 18, 2017, our board of directors and stockholders holding a majority of our voting power approved the Share Increase,
which will have the effect of increasing our authorized capital stock, par value $0.001 per share, from 1,500,000,000 shares to
1,750,000,000 shares, of which 1,700,000,000 shares shall be Class A Common Stock (the “Class A Common Stock”), 10,000,000
shares shall be Class B Common Stock as previously designated (the “Class B Common Stock”) and 40,000,000 shares shall
be Preferred Stock (the “Preferred Stock”), of which 2,000,000 shares of Preferred Stock have been previously designated
by the Company as Series A Preferred Stock (the “Series A Preferred Stock”).
Reasons
for Proposed Share Increase
Having
an increased number of authorized but unissued shares of our capital stock would allow us to take prompt action with respect to
corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose
of approving an increase in our capitalization. In addition, the additional shares of common stock will allow us to issue such
shares in connection with the conversion of certain convertible debt and equity instruments, such as convertible debentures and
convertible preferred stock. The shares of preferred stock would be available for issuance from time to time as determined by
our board of directors for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or
private sales for cash as a means of obtaining additional capital for use in our business and operations, and issuance as part
or all of the consideration required to be paid by us for acquisitions of other businesses or assets. Notwithstanding the foregoing,
we have no obligation to issue such shares and there are no plans, proposals or arrangements currently contemplated by us that
would involve the issuance of the preferred shares to acquire another company or its assets, or for any other corporate purpose
stated. In connection with the anticipated continued growth of our business, our board of directors believes it is in our best
interests to increase the number of authorized shares of capital stock and to create a class of preferred stock. The additional
capital stock can provide flexibility in structuring the terms of any future agreements, as well as any future financing and recapitalization
efforts.
Potential
Anti-Takeover Effects of the Increase in Capital Stock
Any
additional issuance of common or preferred stock could, under certain circumstances, have the effect of delaying or preventing
a change in control of our company by increasing the number of outstanding shares entitled to vote and by increasing the number
of votes required to approve a change in control. Shares of common or preferred stock could be issued, or rights to purchase such
shares could be issued, to render more difficult or discourage an attempt to obtain control of our company by means of a tender
offer, proxy contest, merger or otherwise. The ability of our board of directors to issue such additional shares of common stock
and/or to designate one or more series or classes of preferred stock for issuance could discourage an attempt by a party to acquire
control of our company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could
result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover,
the issuance of such additional shares of common or preferred stock to persons whose interests are aligned with that of our board
of directors could make it more difficult to remove incumbent officers and directors from office, even if such change were to
be favorable to stockholders generally.
Although
the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover
effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the
composition of our board or contemplating a tender offer or other transaction for the combination of our company with another
company), the Share Increase was not proposed in response to any effort of which we are aware to accumulate shares of common stock
or obtain control of us, nor is it part of a plan by management to recommend a series of similar actions having an anti-takeover
effect to the board and our stockholders.
To
the extent that the increase in the number of authorized shares may have anti-takeover effects, the Share Increase, when effected,
may encourage persons seeking to acquire us to negotiate directly with our board of directors, enabling our board to consider
a proposed transaction in a manner that best serves our stockholders’ interests.
Our
board believes that it is advisable and in the best interests of our company to have available authorized but undesignated shares
of preferred stock in an amount adequate to provide for our future needs. The designation of one or more classes or series of
preferred stock will be available for issuance from time to time as may be deemed advisable or required for various purposes,
including the issuance of shares in connection with financing or acquisition transactions. We have no present plans or commitments
for the issuance or use of the proposed shares of preferred stock in connection with any financing.
Procedure
for Effecting the Amendment
The
Certificate of Amendment has been filed with the Nevada Secretary of State. However, because the Class A Common Stock is quoted
on the OTC Markets, the Name Change requires processing by the Financial Industry Regulatory Authority (“FINRA”),
as well, pursuant to Rule 10b-17 of the Exchange Act in order for the Name Change to be recognized in the market for trading purposes.
We expect to receive FINRA’s clearance prior to the expiration of the 20-day waiting period under Rule 14c-2, and we expect
that the Name Change and Share Increase will be effective on or about November 22, 2017.
Accounting
Matters
The
proposed Amendment will not affect the par value of our Common Stock. As a result, at the effective time of the Amendment, the
stated capital on our balance sheet attributable to our Common Stock will not be affected.
Certain
Federal Income Tax Consequences of the Authorized Share Increase
The
will be no material U.S. federal income tax consequences of the Amendment to holders of our Common Stock.
Amendment
of the Company’s Restated Articles of Incorporation
To
effect the Name Change and Share Increase, we will amend our Restated Articles. The form of the Corrected Certificate of Amendment
to Articles of Incorporation is attached hereto as Exhibit A, and once effective, will amend the Restated Articles to change our
corporate name to Zenergy Brands, Inc. and increase our authorized Class A Common Stock, par value $0.001 per share from 1,450,000,000
shares to 1,700,000,00 shares.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except
as disclosed elsewhere in this Information Statement, none of the following persons has any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon:
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Any
director or officer of our Company,
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Any
proposed nominee for election as a director of our Company, and
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Any
associate or affiliate of any of the foregoing persons.
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The
stockholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial
Owners and Management.”