APHD Apogee 21 Holdings Inc (CE)

Appiphany Technologies Holding Corp.

385 South 300 East

Salt Lake City, Utah 84111

385-212-3305

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INFORMATION

STATEMENT

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WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.

INTRODUCTION

This Information Statement advises the shareholders of Appiphany Technologies Holding Corp (the “Company,” “we,” “our” or “us”) of the approval of the following corporate action:

 Execute a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of one post-split share per one hundred pre-split shares (1:100) (the “Reverse Stock Split”).  

On November 17, 2017, our Board of Directors (the “Board”) approved the Reverse Stock Split and submitted the same to certain holders of our Series A Preferred Stock.  On the same date, the holder of a majority of the voting power of the outstanding capital stock of the Company (the “Majority Stockholder”) executed and delivered to us a written consent in lieu of a meeting (the “Written Consent”) approving the Reverse Stock Split.

Section 78.320 of the NRS provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. Section 78.320 of the NRS, however, requires that in the event an action is approved by written consent, a company must provide notice of the taking of any corporate action without a meeting to all shareholders who were entitled to vote upon the action but who have not consented to the action. Under Nevada law, shareholders are not entitled to dissenters’ rights with respect to the Reverse Stock Split (the “Stockholders”).

In accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about December 1, 2017. This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholder, which hold a majority of the voting capital stock of the Company.

Common Stock

As of November 17, 2017, there were issued and outstanding 1,203,625,779 shares of Common Stock (with the holder of each share having one vote) and 500,000 shares of Series A Preferred Stock (with the holder of each share having 10,000 votes), Pursuant to Section 78.320 of the NRS, at least a majority of the voting equity of the Company, or at least 3,101,812,890 votes, is required to approve the Reverse Stock Split by written consent. The Majority Stockholder, who hold 29,875,000 shares of Common Stock and 500,000 shares of Series A Preferred Stock (approximately 81.08% of the total voting equity of the Company), have voted in favor of the Reverse Stock

Split, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting equity vote in favor of a corporate action by written consent.

The following table sets forth the name of the Majority Stockholder, the total number of shares that the Majority Stockholder voted in favor of the Reverse Stock Split, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.

(1)Based on 1,203,625,779 shares of Common Stock and 500,000 shares of voting Series A Preferred Stock issued and outstanding as of November 17, 2017. 

(2)Rob Sargent is the sole owner of Media Convergence Group, LLC 

ACTIONS TO BE TAKEN

The Reverse Stock Split will become effective on the date that FINRA approves the action. We intend to file the Reverse Stock Split with FINRA and have it become effective as soon as practicable following the twentieth (20 ^th ) calendar day following the date on which this Information Statement is mailed to the Stockholders.  

regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Management use of additional shares to resist or frustrate a third-party transaction favored by a majority of the independent stockholders would likely result in an above-market premium being paid in that transaction. Any such issuance of the additional shares of common stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the Reverse Stock Split be used as a type of antitakeover device. Any additional shares of common stock, when issued, would have the same rights and preferences as the shares of common stock presently outstanding. Any additional shares of common stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion of Company debt into equity, stock options, or other corporate purposes. The Company has no other plans for the use of any additional shares of common stock and has no specific plans or proposals to issue additional shares, however, convertible noteholders may elect, at their sole option, to convert their convertible promissory notes into equity. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.