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]
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[ ]
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Definitive
Information Statement
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Zenergy
Brands, Inc.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required
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[ ]
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
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(4)
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Proposed
maximum aggregate value of transaction
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(5)
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Total
fee paid
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Zenergy
Brands, Inc.
5851
Legacy Circle, Suite 600
Plano,
Texas 75024
(469)
228-1400
TO
THE STOCKHOLDERS OF ZENERGY BRANDS, INC.:
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
This
notice and accompanying Information Statement is furnished to the holders of shares of Class A Common Stock, par value $0.001
per share (“Class A Common Stock”) of Zenergy Brands, Inc., a Nevada corporation (the “Company”), pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule
14C thereunder, in connection with the approval of the action described below taken by unanimous written consent of the board
of directors of the Company and by written consent of the holders of a majority of the voting power of the issued and outstanding
capital stock of the Company:
1.
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Amend
our articles of incorporation, as amended and restated (the “Restated Articles”), to increase our authorized Class
A Common Stock from 1,700,000,000 shares to 4,200,000,000 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
Share Increase is hereinafter referred to as the Amendment (the “Amendment”).
The
purpose of this Information Statement is to notify our stockholders that on December 13, 2017, stockholders holding in excess
of a majority of the voting power of our issued and outstanding shares of capital stock executed a written consent approving the
Amendment. In accordance with Rule 14c-2 promulgated under the Exchange Act, the Amendment will become effective no sooner than
20 days after we mail this notice and the accompanying Information Statement to our stockholders.
The
written consent that we received constitutes the only stockholder approval required for the Amendment under Nevada law and the
Company’s Restated Articles and bylaws, each as amended and restated. As a result, no further action by any other stockholder
is required to approve the Amendment and we have not and will not be soliciting your approval of the Amendment. Holders of our
Class A Common Stock and Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”, collectively
with the Class A Common Stock, the “Common Stock”) of record at the close of business on December 13, 2017 are entitled
to notice of the stockholder action by written consent.
Attached
hereto for your review is an Information Statement relating to the above-described action. Please read this Information Statement
carefully. It describes the essential terms of the action to be taken. Additional information about the Company is contained in
its reports filed with or furnished to the Securities and Exchange Commission (the “SEC”). These reports, their accompanying
exhibits and other documents filed with the SEC may be inspected without charge at the Public Reference Section of the SEC at
100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed rates. The
SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies
that file reports with the SEC. Copies of these reports may be obtained on the SEC’s website at
www.sec.gov.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT
ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
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By:
Order of the Board of Directors,
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By:
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Alex
Rodriguez
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President,
Chief Executive Officer and Chief Financial Officer
December
[ ], 2017
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Zenergy
Brands, Inc.
5851
Legacy Circle, Suite 600
Plano,
Texas 75024
(469)
228-1400
December
[ ], 2017
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 December
[ ], 2017 to the stockholders of record as of December 13, 2017 (the “Record Date”), of Zenergy Brands,
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:
1.
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Amend
our articles of incorporation, as amended and restated (the “Restated Articles”), to increase our authorized Class
A Common Stock from 1,700,000,000 shares to 4,200,000,000 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
Share Increase is hereinafter referred to as the amendment (the “Amendment”).
On
December 13, 2017 our board of directors unanimously approved the Amendment. Subsequent to our board of directors’ approval
of the Amendment, the stockholders holding 77.7% of our outstanding voting stock approved the Amendment. Pursuant to Rule 14c-2
promulgated under the Exchange Act, the Amendment 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 Share Increase will be effective on or about January
[_], 2018.
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 1,700,000,000
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 936,023,032 shares
of Class A Common Stock held by 101 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 ARTICLES TO INCREASE OUR AUTHORIZED
CLASS
A COMMON STOCK, PAR VALUE $0.001 PER SHARE, FROM 1,700,000,000 TO 4,200,000,000 SHARES
On
December 13, 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 Class A Common Stock, par value $0.001 per share, from 1,700,000,000 shares
to 4,200,000,000 shares.
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, in accordance with Rule 14c-2 promulgated
under the Exchange Act, the Amendment will become effective no sooner than 20 days after we mail this notice and the accompanying
Information Statement to our stockholders. We expect that the Share Increase will be effective on or about [ ], 2018.
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 Share Increase, we will amend our Restated Articles. The form of the Certificate of Amendment to Articles of Incorporation
is attached hereto as Exhibit A, and once effective, will increase our authorized Class A Common Stock, par value $0.001 per share
from 1,700,000,00 shares to 4,200,000,000 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.”
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our common stock as of December 13, 2017,
by the following persons:
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Each
person who is known to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock,
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Each
of our named executive officers (as defined in Item 402 of Regulation S-K) and directors, and
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All
of our directors and executive officers as a group.
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Unless
otherwise indicated, the business address of each person listed is in care of 5851 Legacy Circle, Suite 600, Plano, TX 75024.
The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares
of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise
of outstanding rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that
date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares
of our common stock owned by them, except to the extent that power may be shared with a spouse.
As
of December 13, 2017, there were 936,023,032 shares of Class A Common Stock issued and outstanding, held by 101 holders of record,
10,000,000 shares of Class B Common Stock issued and outstanding held by two holders of record and 500,000 shares of Series A
Preferred Stock.
Name
and Address of Beneficial Owner
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Class
A Common Stock Beneficial Ownership
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Percent
of Class
(1)
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Class
B Common Stock Beneficial Ownership
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Percent
of Class
(2)
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Named
Executive Officers and Directors:
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Byron
T. Young
(3)
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238,309,650
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23.1
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%
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5,000,000
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50.0
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%
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Alex
Rodriguez
(4)
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140,000,000
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15.0
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%
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5,000,000
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50.0
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%
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All
executive officers and directors as a group (two people)
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377,152,650
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36.6
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%
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10,000,000
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100.0
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%
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Other
5% Stockholders:
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United
My Funds, LLC
(5)
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89,000,000
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9.5
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%
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(1)
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Calculated
on the basis of 929,809,650 issued and outstanding shares of Class A Common Stock as of December 13, 2017. Share amount excludes
shares which Mr. Young has a right to acquire. See Note 3 below. Holders of our Class A Common Stock are entitled to one vote
per share.
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(2)
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Calculated
on the basis of 10,000,000 issued and outstanding shares of Class B Common Stock as of December 13, 2017. Holders of our Class
B Common Stock are entitled to 200 votes per share.
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(3)
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Shares
consist of 141,809,650 shares owned, 64,333,333 shares issuable upon conversion of promissory notes and 32,166,667 issuable
upon exercise of warrants. Calculation of percent of Class A common stock is based upon 1,032,523,032 shares which include
the convertible and warrant shares. Shares are owned by various partnerships, retirement accounts and personal account of
Mr. Young who beneficially owns such shares. Mr. Young’s address is 4200 South Freeway, #408, Ft. Worth, TX 76115.
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(4)
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Shares
are owned by NAUP Investments, LLC, which is an entity owned or controlled by Mr. Rodriguez who is deemed the beneficial owner
of such shares. NAUP Investments, LLC’s address is 1861 Brown Blvd., Ste. 217-703, Arlington, TX 76006.
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(5)
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United
My Funds, LLC is an entity owned or controlled by James Yoo. Its address is 2600 Royal Lane #215, Dallas, TX 75229.
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Changes
in Control
We
are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control
of our Company.
ADDITIONAL
INFORMATION
We
are subject to the informational requirements of Section 15(d) of the Exchange Act. Accordingly, we file annual, quarterly and
other reports and 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 will also be available to the public on, or accessible through, our corporate website at www.recallstudios.com.
You may also read and copy, at SEC prescribed rates, any document we file with the SEC at the SEC’s Public Reference Room
located at 100 F Street, NE., 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. You may also request a copy of these filings, at no cost, by writing to us at 851 Legacy Circle,
Suite 600, Plano, TX 75024 or by telephoning us at (469) 228-1400.
December
[ ], 2017
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By:
Order of the Board of Directors,
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By:
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/s/
Alex Rodriguez
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Alex
Rodriguez
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President,
Chief Executive Officer and Chief Financial Officer
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EXHIBIT
A
CERTIFICATE
OF AMENDMENT TO
ARTICLES
OF INCORPORATION
OF
ZENERGY
BRANDS, INC
.
ZENERGY
BRANDS, INC., a Nevada corporation (the “Corporation”), pursuant to this Certificate of Amendment to Articles of Incorporation
(the “Certificate”), hereby amends its Amended and Restated Articles of Incorporation as follows:
1.
Addition of Amended Article V – Stock
. Section A, Article V is hereby amended by deleting Section A and replacing
it with the following:
A.
Capital Stock
. The aggregate number of shares of Class A Common Stock which the Corporation shall have the authority to
issue shall be increased by 2,500,000,000 shares from 1,700,000,000 shares to 4,200,000,000 shares, each with a par value of $0.001
per share.
2.
Effective Date
. The effective date of this Certificate shall be the close of business on twentieth day after the mailing
of a Schedule 14C to the Corporation’s shareholders but in no event more than 90 days after the date of filing with Nevada
Secretary of State.
3.
Adoption of Certificate
.
(a)
This Certificate was approved by the Board of Directors of the Corporation by unanimous written consent in lieu of meeting on
December 13, 2017.
(b)
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 77.7%.
SIGNATURE
PAGE TO CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION
IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Amended and Restated Articles of Incorporation
of the Corporation as of December 18, 2017.
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ZENERGY
BRANDS, INC.
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By:
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Name:
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Alex
Rodriguez
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Title:
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Chief
Executive Officer
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