UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
( X ) Preliminary Information Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
( ) Definitive Information Statement
Newgioco Group, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
( X ) No fee required
( ) Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
Common
(2) Aggregate number of securities to which transaction applies:
38,014,373
(3) 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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
( ) Fee paid previously with preliminary materials.
( ) 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NEWGIOCO GROUP, INC.
Suite 701, 130 Adelaide St. W.
Toronto, Ontario M5H 2K4
NOTICE OF SHAREHOLDER ACTION TAKEN IN LIEU OF A MEETING
Date: December ( ), 2017
Toronto, Ontario
TO: THE SHAREHOLDERS OF NEWGIOCO GROUP, INC. (the "Company")
This Notice and the accompanying Information Statement ("Information Statement")
are being furnished by Newgioco Group, Inc., a Delaware corporation (referred to
in this Notice and Information Statement as "we," "our," and the "Company") to
stockholders of our common stock, par value $0.0001 per share (the "Common
Stock") to inform you that the following actions were approved by shareholders
holding a majority ("Majority Stockholders") of our issued and outstanding
shares of Common Stock by written consent in lieu of a meeting on November 28,
2017 (the "Written Consent") and the Board of Directors of the Company (the
"Board") unanimously ratified and approved these actions of the Majority
Stockholders by resolutions adopted on November 28, 2017, in accordance with the
Delaware General Corporation Law ("DGCL"):
(1) To increase the number of the Company's total issued and outstanding shares
of common stock by conducting a forward stock split at the rate of two (2)
shares for each one (1) (2 for 1) share currently issued and outstanding.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND
NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER
ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY
The written consent of the Majority Shareholders satisfies the stockholder vote
requirement for these actions under the DGCL and our By-laws and no additional
votes will be needed. Accordingly, your consent is not required in connection
with the approval of these corporate actions. You do not need to do anything in
response to this Notice and Information Statement.
The accompanying information statement is furnished only to inform our
stockholders of the actions described above before they take place in accordance
with Rule 14c-2 of the Securities Exchange Act of 1934.
Please feel free to contact us at investor@newgiocogroup.com should you have any
questions on the enclosed Information Statement.
By Order of the Board of Directors,
/s/ Michele Ciavarella, B.Sc.
_____________________________
Michele Ciavarella
Chairman and CEO
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INFORMATION STATEMENT
PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED
This Information Statement is being mailed or furnished by the Board of
Directors of Newgioco Group, Inc., a Delaware corporation (referred to as "we,"
"our," "us," and the "Company"), with principal executive offices at Suite 701,
130 Adelaide St. W, Toronto, Ontario M5H 2K4, to our stockholders of record on
November 28, 2017 solely for the purpose of informing you of actions taken by
the shareholders holding a majority ("Majority Stockholders") of our issued and
outstanding shares of common stock, par value $0.0001 per share (the "Common
Stock") by written consent in lieu of a special meeting of stockholders on
November 28, 2017 (the "Written Consent") and by our Board of Directors (the
"Board") pursuant to resolutions adopted on November 28, 2017, in accordance
with the Delaware General Corporation Law ("DGCL").
The actions taken by Written Consent of the Majority Shareholders to amend to
our Certificate of Incorporation, will become effective for stockholders of
record on or about December 18, 2017 (the "Record Date") upon the filing of the
Certificate of Amendment to the Certificate of Incorporation (the "Certificate
of Incorporation"), as shall be determined by our Board and upon approval is
given by FINRA, authorizing us to:
(1) increase the number of the Company's total issued and outstanding shares of
common stock by conducting a forward stock split at the rate of two (2)
shares for every one (1) (2 for 1) share currently issued and outstanding
(the "Forward Split").
Section 228 of the Delaware Statutes provides that the written consent of the
holders of the issued and outstanding shares of voting capital 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 a meeting.
In order to eliminate the costs and management time involved in obtaining
proxies and in order to effect the Forward Split as early as possible to
accomplish the purposes hereafter described, the Board elected to seek the
written consent of the Majority Shareholders to reduce the costs and implement
the Forward Split in a timely manner.
The form of the Certificate of Amendment to our Certificate of Incorporation is
attached to this Notice of Stockholder Action as Appendix A, which is hereby
incorporated into this Information Statement by reference.
This Notice and Information Statement is expected to be mailed to stockholders
of record on November 28, 2017 on or about December ( ), 2017.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY
DISSENTERS' RIGHTS OF APPRAISAL
Under the Delaware Statutes, shareholders are not entitled to dissenters' rights
of appraisal in connection with the Forward Split.
OUTSTANDING SHARES AND VOTING RIGHTS
As of November 28, 2017, the Company's authorized capitalization consisted of
Eighty Million (80,000,000) shares of common stock, with a par value of $0.0001
per share (the "Common Stock") and Twenty Million (20,000,000) shares of
preferred stock (the "Preferred Stock").
As of November 28, 2017, which is the date of the Written Consent of the
Majority Shareholders, we have no shares of Preferred Stock outstanding and
38,014,373 shares of Common Stock issued and outstanding entitled to vote on the
matters presented in this Information Statement. Under our By-laws and the
DGCL, approval of the amendment to our Certificate of Incorporation to implement
a Forward Split requires the affirmative vote of a majority of the issued and
outstanding shares of Common Stock entitled to vote on the amendments. Each
share of our Common Stock is entitled to one vote on each matter to be approved.
As of the November 28, 2017, the Majority Shareholders were the owners of
30,097,941 shares of our Common Stock representing approximately 79.2% of the
shares of our Common Stock entitled to vote on such date, and executed the
Written Consent in lieu of a meeting in accordance with the DGCL, as follows:
Gold Street Capital Corp(1) 19,716,330 51.9%
Alessandro Marcelli 2,500,000 6.8%
Beniamino Gianfelici 2,500,000 6.8%
Luca Pasquini 2,538,911 6.9%
Gabriele Peroni 2,517,900 6.8%
Franco Salvagni 324,800 <1%
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(1) Gold Street Capital Corp is a company owned by Gilda Ciavarella, the spouse
of our Chairman and CEO, Michele Ciavarella. Michele Ciavarella disclaims
any beneficial ownership over the shares of the Company held by Gold Street
Capital Corp.
Each share of Common Stock entitles its holder to one (1) vote on each matter
submitted to the shareholders. The total number of votes able to be cast by all
of the outstanding shares of Capital Stock is referred to herein as the "Voting
Stock".
The Written Consent is sufficient under the DGCL and our By-laws to approve and
adopt the actions described in this Information Statement. Consequently, no
further stockholder action is required. In accordance with Rule 14c-2 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the actions
taken by Written Consent to amend to our Certificate of Incorporation, will
become effective upon the filing of the Certificate of Amendment to the
Certificate of Incorporation, as shall be determined by our Board and when the
Financial Industry Regulatory Authority ("FINRA") has declared the Forward Split
effective.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of our Common
Stock owned as of November 28, 2017 by all persons (i) known to us who own more
than 5% of the outstanding number of such shares, (ii) by all of our directors,
and (iii) by all officers and directors of us as a group. Unless otherwise
indicated, each of the Shareholders has sole voting and investment power with
respect to the shares beneficially owned.
Name and Address of Owner Shares Beneficially Percent
Owned Owned
Gold Street Capital Corp(1) 19,716,330 51.9%
Alessandro Marcelli 2,500,000 6.8%
Beniamino Gianfelici 2,500,000 6.8%
Luca Pasquini 2,538,911 6.9%
Gabriele Peroni 2,517,900 6.8%
Franco Salvagni 324,800 <1%
Mississaugas of the New Credit
First Nation 2,669,000 7.2%
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Non Executive Directors as a Group (4 persons) 125,000 <1%
(1) Gold Street Capital Corp is a company owned by Gilda Ciavarella, the spouse
of our Chairman and CEO, Michele Ciavarella. Michele Ciavarella disclaims
any beneficial ownership over the shares of the Company held by Gold Street
Capital Corp.
Beneficial ownership is determined in accordance with rules of the Securities
and Exchange Commission and means voting or investment power with respect to
securities. Shares of our Common Stock issuable upon the exercise of warrants
or stock options exercisable currently or within 60 days of November 28, 2017,
are deemed outstanding and to be beneficially owned by the person holding such
option for purposes of computing such person's percentage ownership, but are not
deemed outstanding for the purpose of computing the percentage ownership of any
other person.
The numbers reflected in the percent owned column is based on 38,014,373 shares
of our Common Stock issued and outstanding as of November 28, 2017. Unless
otherwise indicated below, the persons named in the table have sole voting and
sole investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.
On November 28, 2017, the Board unanimously adopted a resolution approving the
increase the number of the Company's total issued and outstanding shares of
Common Stock by conducting a forward stock split at the rate of two (2) shares
for every one (1) (2 for 1) share currently issued and outstanding.
INTEREST OF CERTAIN PERSONS IN THE MATTERS
DESCRIBED IN THIS INFORMATION STATEMENT
None of the persons who have served as our officers or directors since the
beginning of our last fiscal year, or any associates of such persons, have any
substantial interest, direct or indirect, in any matter described in this
Information Statement, other than the interests held by such persons through
their respective beneficial ownership of the shares of our capital stock set
forth above in the section entitled "Security Ownership of Certain Beneficial
Owners and Management." None of our directors opposed the Forward Split
Amendment.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
Non-equity Nonqualified
Name and Stock Option Incentive Plan Deferred All Other Total
principal Salary Bonus Award(s) Award(s) Compensation Compensation Compensation Compensation
position Year ($) ($) ($) ($) ($) ($) ($) ($)
------------------- ---- ------ ------ ------- -------- -------------- ------------ ------------ ------------
Michele Ciavarella,
CEO, CFO Chairman 2016 120,000 0 225,000 0 0 0 0 *345,000
2015 120,000 0 0 0 0 0 0 120,000
Alessandro Marcelli
President, Director 2016 42,900 0 225,000 0 0 0 0 267,900
2015 42,900 0 0 0 0 0 0 42,900
Luca Pasquini
CTO, Director 2016 49,000 0 0 0 0 0 0 49,000
Gabriele Peroni
VP Business Dev. 2016 28,000 0 0 0 0 0 0 28,000
Beniamino Gianfelici
VP Regulatory Affairs 2016 0 0 225,000 0 0 0 0 225,000
2015 0 0 0 0 0 0 0 0
Franco Salvagni
VP Land-based
Operations 2016 28,000 0 0 0 0 0 0 28,000
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* The restricted stock award shares granted to our Chairman and CEO, Michele
Ciavarella, were assigned to Gold Street Capital Corp. Gold Street Capital Corp.
is a company owned by Gilda Ciavarella, the spouse of our Chairman and CEO,
Michele Ciavarella. Michele Ciavarella disclaims any beneficial ownership over
the shares of the Company held by Gold Street Capital Corp.
There are no current employment agreements between the Company and its executive
officers. Our officers submit invoices for services provided to the Company for
business development. Our officers have agreed to receive shares of common
stock in lieu of cash until such time as the Company receives sufficient
revenues necessary to provide proper salaries and compensation to all officers.
At this time, management cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or the exact amount of compensation.
There are no annuities, pensions or retirement benefits proposed to be paid to
officers of the Company in the event of retirement at a normal retirement date
pursuant to any presently existing plan provided or contributed to by the
Company.
DIRECTORS COMPENSATION
The Company does not pay any of its directors for their services as directors.
It is possible that management could begin to pay its directors for meetings
attended, grant a small number of stock options or issue shares of our common
stock for their services. However, no specific determination in this regard has
been made.
ABOUT THE INFORMATION STATEMENT
What is the Purpose of the Information Statement?
This information statement is being furnished to you pursuant to Section 14 of
the Securities Exchange Act of 1934 to notify all of the Company's shareholders
of certain corporate actions taken by the Majority Shareholders pursuant to the
Written Consent.
Who is Entitled to Notice?
Each outstanding share of Capital Stock as of record on November 28, 2017 will
be entitled to notice of the actions to be taken pursuant to the Written
Consent. The shareholders, as of the close of business on November 28, 2017,
that held in the aggregate in excess of seventy-nine percent (79%) of the voting
power of the Company's outstanding shares of Voting Stock, voted in favor of the
Forward Split.
What Constitutes the Voting Stock of the Company?
The voting power entitled to vote on the Forward Split consists of the vote of
the holders of the issued and outstanding shares of our Capital Stock. As of
November 28, 2017, a total of 38,014,373 votes were able to be cast on any
matters submitted to the Shareholders.
What Vote is Required to Approve the Forward Split?
The affirmative vote of a majority of the voting power of the shares of Voting
Stock outstanding on November 28, 2017 is required for approval of the Forward
Split. A majority of the voting power of the outstanding shares of Voting Stock
voted in favor of the Forward Split pursuant to the Written Consent.
What Corporate Matters Did The Majority Shareholders Vote For?
Shareholders holding a majority of the Voting Stock voted in favor of the
following:
(1) To increase the number of the Company's total issued and outstanding shares
of common stock by conducting a forward stock split at the rate of two (2)
shares for every one (1) (2 for 1) share currently issued and outstanding
(the "Forward Split").
FORWARD SPLIT
PLEASE NOTE THAT THE FORWARD SPLIT WILL NOT CHANGE YOUR PROPORTIONATE
EQUITY INTERESTS IN THE COMPANY.
PURPOSE AND EFFECT OF THE FORWARD SPLIT
The Board of Directors believe that it is in the best interests of the Company
to implement the Forward Split.
We have no present understandings or agreements that will involve the issuance
of capital stock, apart from understandings and agreements disclosed in our
filings with the Securities and Exchange Commission. However, we are engaged in
negotiations with respect to transactions, including financings and
acquisitions, which could involve the issuance of capital stock.
As of the date herein, there are no definitive agreements, letters of intent of
memorandums of understanding with respect to any transactions, financings or
acquisitions for the newly authorized but unissued shares that will become
available following our Forward Split.
The effect of the Forward Split, if any, upon the stock price for our Common
Stock cannot be predicted. Furthermore, we cannot assure you that the stock
price of our common stock after the Forward Split will fall in proportion to the
increase in the number of shares of common stock outstanding as a result of the
Forward Split because, among other things, the stock price of our common stock
may be based on our performance and other factors as well.
The principal effect of the Forward Split will be the increase in the number of
shares of common stock issued and outstanding from approximately 38,014,373
shares as of the Record Date, to approximately 76,028,746 shares. The Forward
Split will affect all of our stockholders uniformly and will not affect any
stockholder's percentage ownership interest in the Company or proportionate
voting power. The common stock issued pursuant to the Forward Split will remain
fully paid and non-assessable. The Forward Split shall not affect any rights,
privileges or obligations with respect to the shares of common stock existing
prior to the Forward Split, nor does it increase or decrease the market
capitalization of the Company. The Forward Split is not intended as, and will
not have the effect of, a "going private transaction" under Rule 13e-3 of the
Exchange Act. We will continue to be subject to the periodic reporting
requirements of the Exchange Act.
The following chart depicts the capitalization structure of the Company both
pre-Forward Stock Split and post-Forward Stock Split:
Pre-Forward Split
Authorized
Authorized shares of: Issued shares but unissued
Common Stock 80,000,000 38,014,373 41,985,627
Preferred Stock 20,000,000 0 20,000,000
Post-Forward Split
Authorized
Authorized shares of: Issued shares but unissued
Common Stock 80,000,000 76,028,746 3,971,254
Preferred Stock 20,000,000 0 20,000,000
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CERTAIN RISKS ASSOCIATED WITH FORWARD SPLIT
You should recognize that while you will own a greater number of shares of
Common Stock than you presently own, the Forward Split may result in a decline
in the potential stock price of our Common Stock. We cannot assure you that the
Forward Split will affect the potential stock price of our Common Stock by a
multiple equal to the Forward Split ratio or result in the permanent decline in
any potential stock price (which is dependent upon many factors, including our
performance and prospects). Should the stock price of our Common Stock decline,
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 a
Forward Split. Furthermore, the possibility exists that potential liquidity in
the stock price of our Common Stock could be adversely affected by the greater
number of shares of Common Stock that would be outstanding after the Forward
Split.
ANTI-TAKEOVER EFFECTS OF THE FORWARD SPLIT
The overall effect of the Forward Split may be to render more difficult the
consummation of mergers with the Company or the assumption of control by a
principal stockholder, and thus make it difficult to remove management.
A possible effect of the Forward Split is to discourage a merger, tender offer
or proxy contest, or the assumption of control by a holder of a large block of
the Company's voting securities and the removal of incumbent management. Our
management could use the additional shares of Common Stock available for
issuance to resist or frustrate a third-party take-over effort favored by a
majority of the independent stockholders that would provide an above market
premium by issuing additional shares of Common Stock.
The Forward Split is not the result of management's knowledge of an effort to
accumulate the Company's securities or to obtain control of the Company by means
of a merger, tender offer, solicitation or otherwise, nor is the Forward Split a
plan by management to adopt a series of amendments to the Company's charter or
by-laws to institute an anti-takeover provision. The Company does not have any
plans or proposals to adopt other provisions or enter into other arrangements
that may have material anti-takeover consequences.
PROCEDURE FOR EFFECTING FORWARD SPLIT AND EXCHANGE OF STOCK CERTIFICATES
We anticipate that the Forward Split will become effective on or about December
18, 2017, or as soon thereafter as is reasonably practicable (the "Effective
Date"). Beginning on the Effective Date, each stock certificate representing
pre-Forward Split shares of common stock will be deemed for all corporate
purposes to evidence ownership of post-Forward Split shares of Common Stock.
Following the Forward Split, stock certificates representing the pre-Forward
Split Shares will continue to be valid. In the future, new stock certificates
will be issued reflecting the Forward Split, but this in no way will affect the
validity of your current stock certificates. After the effective date of the
Forward Split, new certificates representing the additional post-Forward Split
Shares will be issued and mailed to you by our transfer agent, Signature Stock
Transfer, Inc. We request that stockholders do not send any of their
pre-Forward Split stock certificates to our transfer agent. The cost of the
issuance of a new post-Forward Split stock certificate will be borne by us.
Further, we must notify FINRA by filing an issuer company related action
notification form no later than ten (10) days prior to our anticipated record
date of such action. Our failure to provide such notice may constitute fraud
under Section 10 of the Exchange Act.
Stockholders should not destroy any stock certificates and should not submit
any certificates without a letter of transmittal.
RESTRICTED SECURITIES
Stock certificates evidencing post-Forward Split shares that are issued and
mailed to shareholders as of the Record Date pursuant to the Forward Split
representing "restricted securities," as that term is defined in Rule 144
promulgated under the Securities Act of 1933, will bear the same restrictive
legend as the pre-Forward Split stock certificates. Also, for purposes of
determining the term of the restrictive period applicable to the post-Forward
Split shares, the period during which a stockholder has held their pre-Forward
Split shares will be included in the total holding period for the post-Forward
Split shares.
FRACTIONAL SHARES
No fractional shares of common stock will be issued as the result of the Forward
Split.
FEDERAL INCOME TAX CONSEQUENCES
We will not recognize any gain or loss as a result of the Forward Split.
The following description of the material federal income tax consequences of the
Forward Split to our stockholders is based on the Internal Revenue Code of 1986,
as amended, applicable treasury regulations promulgated thereunder, judicial
authority and current administrative rulings and practices as in effect on the
date of this Information Statement. Changes to the laws could alter the tax
consequences described below, possibly with retroactive effect. We have not
sought and will not seek an opinion of counsel or a ruling from the Internal
Revenue Service regarding the federal income tax consequences of the Forward
Split. This discussion is for general information only and does not discuss the
tax consequences that may apply to special classes of taxpayers (e.g.,
non-residents of the United States, broker/dealers, banks, regulated investment
companies, foreign entities or insurance companies). This discussion assumes
the shares of Common Stock are held as capital assets, and were not acquired by
the stockholder as compensation. The state and local tax consequences of the
Forward Split may vary significantly as to each stockholder, depending upon the
jurisdiction in which such stockholder resides. You are urged to consult your
own tax advisors to determine the particular consequences to you.
We believe that the federal income tax effects of the Forward Split will be that
a stockholder who receives an increased number of shares of our Common Stock
will not recognize gain or loss. With respect to a Forward Split, such a
stockholder's basis in the increased number of shares of our Common Stock will
equal the stockholder's basis in its old shares of our common stock. The
holding period of the post-effective Forward Split shares received will include
the holding period of the pre-effective Forward Split shares exchanged. The
Company's views regarding the tax consequences of the Forward Split are not
binding upon the Internal Revenue Service or the courts, and there is no
assurance that the Internal Revenue Service or the courts would accept the
positions expressed above.
SHAREHOLDERS SHARING AN ADDRESS
In accordance with notices to many shareholders who hold their shares through a
bank, broker or other holder of record (a "street-name shareholder") and share a
single address, only one Information Statement is being delivered to that
address unless contrary instructions from any shareholder at that address were
received. This practice, known as "householding," is intended to reduce our
printing and postage costs. However, any such street-name shareholder residing
at the same address who wishes to receive a separate copy of this Information
Statement, or any future notices and documents, may make such request by
contacting the bank, broker or other holder of record, or our offices by
telephone at [+39.391.306.4134]. In addition, any such street-name shareholders
residing at the same address who have received multiple copies of this
Information Statement and wish to receive a single copy of our annual reports,
information statements and proxy materials in the future may contact the bank,
broker or other holder of record, or our offices at the contact information
above.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Information Statement contains forward-looking statements, which reflect
our views with respect to future events. These forward-looking statements are
subject to certain uncertainties and other factors that could cause actual
results to differ materially from such statements. These forward-looking
statements are identified by, among other things, the words "anticipates,"
"intends," "believes," "will," "estimates," "expects," "plans," "projects,"
"targets" and similar expressions. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
the statement was made. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
You should rely only on the information the Company has provided in this
Information Statement. The Company has not authorized any person to provide
information other than that provided herein. You should not assume that the
information in this Information Statement is accurate as of any date other than
the date on the front of the document, unless expressly set forth otherwise.
ADDITIONAL INFORMATION
The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K or Form 8-K/A and other information with the SEC.
Reports and other information filed by us can be inspected and copied at the
public reference facilities maintained at the SEC at 100 F Street, N.E.,
Washington, DC 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street,
N.E., Washington, D.C. 20549, at prescribed rates. The SEC also maintains a
website on the Internet (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC through the Electronic Data Gathering, Analysis and
Retrieval System.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Company's board of directors recommended approval of the Forward Split to
the Voting Shareholders.
By order of the Board of Directors
/s/ Michele Ciavarella
______________________
Michele Ciavarella
Chairman and CEO
December ( ), 2017
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APPENDIX "A"
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
NEWGIOCO GROUP, INC.
The undersigned, Michele Ciavarella, the officer of Newgioco Group, Inc. (the
"Corporation"), pursuant to the provisions of the General Corporation Law of the
State of Delaware ("GCL"), does hereby certify and set forth as follows:
First: That the Board of Directors (the "Board") of the Corporation, at a
special meeting on November 28, 2017, in accordance with Sections 141 and 242 of
the General Corporation Law approved a resolution to amend the Corporation's
Certificate of Incorporation, declaring said resolution to be advisable, and
submitting the proposal to the stockholders of the Corporation for action on
written consent in lieu of a meeting of the stockholders of the Corporation for
consideration thereof. The Resolution setting forth the proposed amendment is
as follows:
RESOLVED, that that the issued and outstanding Common Stock of the Corporation
be changed and converted, and that two (2) new Shares of Common Stock, $0.0001
par value, be issued in exchange for each one (1) Share of Common Stock,
$0.0001 par value, issued and outstanding at the close of business on
December 15, 2017;
Second: That holders of outstanding 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
acting by written consent in accordance with Section 228 of the GCL, a
resolution was adopted approving the Forward Split.
Third: That the Board of Directors of the Corporation, at a special meeting
held on November 28, 2017 by unanimous written consent, immediately following
the above-referenced written consent of stockholders, unanimously adopted a
resolution providing as follows: (a) that, as soon as practicable, the
Corporation will effect a forward stock split whereby each stockholder shall
receive two (2) shares of common stock of Corporation for every one (1) shares
owned.
Fourth: That the said amendments where duly adopted in accordance with the
provisions of Section 242 of the GCL.
Fifth: That the capital of the Corporation shall not be reduced under or by
reason of the amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
the Certificate of Incorporation of the Corporation to be signed by the
undersigned, Michele Ciavarella, an Authorized Officer, and the undersigned has
executed this certificate and affirms the foregoing as true and under penalty of
perjury this day of November 28, 2017.
By: /s/ Michele Ciavarella
____________________________________
Michele Ciavarella, Chairman and CEO
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