UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant
to Section 14(a) of the Securities
Exchange Act of 1934
(
Amendment No. 1
)
Filed by Registrant
|
☑
|
|
|
|
|
Filed by Party other than Registrant
|
☐
|
|
|
|
|
Check the appropriate box:
|
|
|
☑
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission
|
|
|
|
Only (as permitted by Rule 14a-6(e)(2))
|
|
|
|
☐
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
|
|
|
☐
|
Soliciting Materials Pursuant to §240.14a-12
|
|
|
TimefireVR Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
☑
|
No fee required.
|
|
|
☐
|
Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
|
|
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(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):
|
|
|
$_____ per share as determined under Rule 0-11 under the Exchange
Act.
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
|
|
☐
|
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:
|
Preliminary Information Statement
TimefireVR Inc
Dba/ Teraforge
7150 E. Camelback Rd.
Suite 444
Scottsdale AZ 85251
To the shareholders of TimefireVR Inc.:
We are pleased to invite
you to attend the Annual Meeting of the Shareholders (the “Annual Meeting”) of TimefireVR Inc., a Nevada corporation
(“Timefire” or the “Company”), which will be held at 10:00 a.m., local time on July 31, 2018 at ______________________________________,
for the following purposes:
|
1.
|
To elect two members to the Company’s
Board of Directors;
|
|
2.
|
To approve an amendment to the Company’s
Articles of Incorporation to change the Company’s name to “TeraForge Ventures
Inc.”;
|
|
3.
|
To approve an amendment to the Company’s
Articles of Incorporation to effect a proposed reverse stock split;
|
|
4.
|
To ratify the sale of the Company’s
subsidiary, Timefire LLC;
|
|
5.
|
To approve the Company’s named
executive officer compensation;
|
|
6.
|
To vote, on a non-binding advisory
basis, whether a non-binding advisory vote on the Company’s named executive officer
compensation should be held every one, two or three years; and
|
|
7.
|
To transact such other business as
may properly come before the Annual Meeting.
|
The Company’s Board
of Directors (the “Board”) has fixed the close of business on June 8, 2018 as the date (the “Record Date”)
for a determination of shareholders entitled to notice of, and to vote at, this Annual Meeting or any adjournment thereof.
Important notice regarding the availability
of proxy materials for the Annual Meeting to be held on July 31, 2018. This Proxy Statement is available at:
https://www.proxyvote.com
.
If You Plan to Attend
Please note that space
limitations make it necessary to limit attendance to shareholders. Registration and seating will begin at 9:45 a.m. Shares can
be voted at the meeting only if the holder is present in person or by valid proxy.
For admission to the meeting,
each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof
of stock ownership as of the Record Date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership.
Cameras, recording devices and other electronic devices will not be permitted at the meeting.
If you do not plan on
attending the meeting, please vote your shares via the internet, by phone or by signing and dating the enclosed proxy and return
it in the business envelope provided. Your vote is very important.
|
By the Order of the Board of Directors
|
|
|
|
/s/ Jonathan Read
|
|
Jonathan Read
|
|
Chief Executive Officer
|
Dated: June [ ], 2018
Whether or not you expect to attend in person,
we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly
voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses
and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States
is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting
if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
Preliminary Information Statement
TimefireVR Inc
Dba/ Teraforge
7150 E. Camelback Rd.
Suite 444
Scottsdale AZ 85251
ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
Why am I receiving these
material
s?
These proxy materials
are being sent to the holders of shares of the voting stock of Timefire in connection with the solicitation of proxies by Timefire’s
Board for use at the Annual Meeting to be held at 10:00 a.m. on July 31, 2018 at ____________________________. The proxy materials
relating to the Annual Meeting are first being mailed to shareholders entitled to vote at the meeting on or about June 8, 2018.
Who is entitled to vote?
The Board has fixed the
close of business on June 8, 2018 as the Record Date for a determination of shareholders entitled to notice of, and to vote at,
the Annual Meeting. On the Record Date, there were __________ shares of common stock outstanding. Each share of the Company’s
common stock represents one vote that may be voted on each matter that may come before the Annual Meeting. There are no shares
of preferred stock that are entitled to vote.
The Board intends to use
Proxies, executed by shareholders of the Company’s common stock in conjunction with the sale of the Company’s subsidiary,
Timefire LLC (“TLLC”), to vote the shares of the shareholders who executed proxies for the purposes of approving the
sale of TLLC, among other things. The following table sets forth the name and the number of shares of voting stock held by the
shareholders who executed proxies:
Name
of Holder
|
Number
of Shares subject to Proxy
|
Jeffrey
Rassas (1)
|
14,915,750
|
John
Wise (2)
|
14,430,902
|
Caroline
Wise (3)
|
14,430,902
|
Hayjour
Family LP (4)
|
14,410,826
|
(1) Includes shares of common
stock owned by Hayjour Family LP.
(2) Includes 7,452,951 shares
held directly and 6,977,951 shares held by Caroline Wise.
(3) Includes 6,977,951 shares
held directly and 7,452,951 shares held by John Wise.
(4) Jeffrey Rassas is the
general partner.
What is the difference
between holding shares as a record holder and as a beneficial owner?
If your shares are registered
in your name with the Company’s transfer agent, Equity Stock Transfer, you are the “record holder” of those
shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.
If your shares are held
in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those
shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to
you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.
Who may attend the meeting?
Record holders and beneficial
owners may attend the Annual Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement
or other documentation reflecting your stock ownership as of the Record Date. Please see below for instructions on how to vote
at the Annual Meeting if your shares are held in street name.
How do I vote?
Record Holder
|
1.
|
Vote by Internet
. The website address for internet voting
is on your proxy card.
|
|
2.
|
Vote by phone
. Call 1-800-690-6903 and follow the instructions
on your proxy card.
|
|
3.
|
Vote by mail
. Mark, date, sign and mail promptly the
enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).
|
|
4.
|
Vote in person
. Attend and vote at the Annual Meeting.
|
If you vote by Internet
or phone, please DO NOT mail your proxy card.
Beneficial Owner (Holding
Shares in Street Name)
|
1.
|
Vote by Internet
. The website address for internet voting
is on your proxy card.
|
|
2.
|
Vote by mail
. Mark, date, sign and mail promptly the
enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).
|
|
3.
|
Vote in person
. Obtain a valid legal proxy from the organization
that holds your shares and attend and vote at the Annual Meeting.
|
What constitutes a quorum?
To carry on the business
of the Annual Meeting, we must have a quorum. For proposals two and three, a quorum is present when 50.1% of the outstanding shares
of stock entitled to vote, as of the Record Date, are represented in person or by proxy. For proposals one, four, five and six,
a quorum is present when 25% of the outstanding shares of stock entitled to vote, as of the Record Date, are represented in person
or by proxy. Shares owned by the Company are not considered outstanding or considered to be present at the Annual Meeting. Broker
non-votes (because there is a non-routine matter presented at the Annual Meeting) and abstentions are counted as present for the
purpose of determining the existence of a quorum.
What happens if the Company
is unable to obtain a quorum?
If a quorum is not present
to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the
Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit solicitation
of proxies.
Which proposals are considered
“Routine” or “Non-Routine”?
Proposals 2 and 3 are routine.
Proposals 1, 4, 5, 6 are non-routine.
What is a broker non-vote?
If your shares are held
in street name, you must instruct the organization who holds your shares how to vote your shares. If you do not provide voting
instructions, your shares will not be voted on any non-routine proposal. This vote is called a “broker non-vote.”
Broker non-votes do not count as a vote “FOR” or “AGAINST” any of the Proposals.
If you are the shareholder
of record, and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote
your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may
determine in their discretion with respect to any other matters properly presented for a vote at the meeting. If your shares are
held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization
may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your proxy card but do not
provide instructions on how your broker should vote, your broker will vote your shares as recommended by the Board on any non-routine
matter. See the note below and the following question and answer.
How are abstentions treated?
Abstentions only have
an effect on the outcome of any matter being voted on that requires the approval based on the Company’s total voting stock
outstanding. Thus, abstentions have no effect on any of the proposals.
How many votes are needed
for each proposal to pass, is broker discretionary voting allowed and what is the effect of an abstention?
Proposals
|
|
Vote
Required
|
|
Broker
Discretionary Vote Allowed
|
|
Effect
of Abstentions on the Proposal
|
|
(1)
|
|
|
To elect two members to the
Company’s Board of Directors
|
|
Plurality
|
|
No
|
|
No effect*
|
|
(2)
|
|
|
To approve an amendment
to the Company’s Articles of Incorporation to change the Company’s name to “TeraForge Ventures Inc.”;
|
|
Majority of the votes
outstanding
|
|
Yes
|
|
No effect*
|
|
(3)
|
|
|
To approve an amendment to the Company’s Articles of Incorporation
to effect a proposed reverse stock split;
|
|
Majority of the votes outstanding
|
|
Yes
|
|
No effect*
|
|
(4)
|
|
|
To ratify the sale of the Company’s subsidiary, Timefire LLC;
|
|
Majority of the votes cast
|
|
No
|
|
No effect*
|
|
(5)
|
|
|
To approve the Company’s named executive officer compensation;
|
|
Majority of the votes cast
|
|
No
|
|
No effect*
|
|
(6)
|
|
|
To vote, on a non-binding advisory basis, whether a non-binding advisory
vote on the Company’s named executive officer compensation should be held every one, two or three years; and
|
|
Majority of the votes cast
|
|
No
|
|
No effect*
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Abstentions
will reduce the number of affirmative votes received, but not the required number of
votes or percentage needed for the proposal to pass.
|
What are the voting procedures?
You may vote in favor
of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on
any of these proposals. You should specify your respective choices on the accompanying proxy card or your proxy card.
Is my proxy revocable?
You may revoke your proxy
and reclaim your right to vote up to and including the day of the Annual Meeting by giving written notice to the Corporate Secretary
of Timefire, by delivering a proxy card dated after the date of the proxy or by voting in person at the Annual Meeting. All written
notices of revocation and other communications with respect to revocations of proxies should be addressed to: TimefireVR Inc.,
Dba/Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.
Who is paying for the
expenses involved in preparing and mailing this proxy statement?
All of the expenses involved
in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by the Company. In
addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone
or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will
also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial
owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred
by them in so doing. We may hire an independent proxy solicitation firm.
What happens if additional
matters are presented at the Annual Meeting?
Other than the items of
business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If
you submit a signed proxy card, the persons named as proxy holders will have the discretion to vote your shares on any additional
matters properly presented for a vote at the Annual Meeting.
What if a quorum is not
present at the Annual Meeting?
If a quorum is not present
at the scheduled time of the Annual Meeting, then Mr. Jonathan Read, the Company’s Chief Executive Officer and Chairman
of the Board, or Mr. Gary Smith, a member of the Board, are authorized to adjourn the Annual Meeting until a quorum is present
or represented.
What is “householding”
and how does it affect me?
Record holders who have
the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of
these record holders wishes to continue receiving individual copies. This procedure will reduce the Company’s printing costs
and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards.
If you are eligible for
householding, but you and other record holders with whom you share an address, receive multiple copies of these proxy materials,
or if you hold Timefire stock in more than one account, and in either case you wish to receive only a single copy of each of these
documents for your household, please contact the Company’s Corporate Secretary at: TimefireVR Inc., Dba/ Teraforge, 7150
E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.
If you participate in
householding and wish to receive a separate copy of these proxy materials, or if you do not wish to continue to participate in
householding and prefer to receive separate copies of these documents in the future, please contact the Company’s Corporate
Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other
holders of record.
Do I have dissenters’
(appraisal) rights?
Appraisal rights are not
available to the Company’s shareholders with any of the proposals brought before the Annual Meeting.
Can a shareholder present
a proposal to be considered at the next Annual Meeting or Special Meeting?
For a shareholder proposal
to be considered for inclusion in the Company’s Proxy Statement and proxy card for the next meeting pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, (the “Exchange Act,”) the following is required:
|
☐
|
For
a shareholder proposal to be considered for inclusion in the Company’s Proxy Statement
and proxy card for the next Annual Meeting pursuant to Rule 14a-8 under the Exchange
Act our Corporate Secretary must receive the written proposal no later than 120 calendar
days prior to the anniversary date of the date the Company’s Proxy Statement for
its Annual Meeting was mailed to shareholders. Such proposals also must comply with Securities
and Exchange Commission (the “SEC”) regulations under Rule 14a-8 regarding
the inclusion of shareholder proposals in company sponsored materials. Proposals for
a meeting of shareholders, other than for our Annual Meeting, must be received a reasonable
time before the Company begins to print and send its proxy materials. Additionally,
you must be a record holder at the time you deliver your notice to the Corporate Secretary
and are entitled to vote at the next applicable annual or Annual Meeting.
|
A nomination or other
proposal will be disregarded if it does not comply with the above procedures. All proposals and nominations should be sent to
TimefireVR Inc., DBA/ Teraforge, 7150 E. Camelback Rd., Suite 444 Scottsdale AZ, 85251 Attention: Corporate Secretary.
We reserve the right to
amend the Company’s Bylaws and any change will apply to the next Annual Meeting or Special Meeting unless otherwise specified
in the amendment.
Interest of Officers
and Directors in Matters to Be Acted Upon
None of the officers or
directors have any interest in any of the matters to be acted upon at the Annual Meeting.
The Board Recommends that Shareholders Vote
“
For
” Proposal Nos. 1, 2, 3, 4, 5, and 6 (“Three years”).
PROPOSAL 1: TO ELECT MEMBERS TO
the Company’s BOARD OF DIRECTORS
We currently have two
directors. The terms of all of the Company’s current directors will expire at this Annual Meeting. The Board proposes the
election of the following nominees as directors:
Jonathan Read
Gary Smith
All of the nominees listed
above are currently directors of the Company. Additionally, all of the nominees have been nominated and have agreed to serve if
elected. The two persons who receive the most votes cast will be elected and will serve as directors until the next Annual Meeting.
If a nominee becomes unavailable for election before this Annual Meeting, the Board can name a substitute nominee and proxies
will be voted for such substitute nominee unless an instruction to the contrary is written on the proxy card. The principal occupation
and certain other information about the nominees and the Company’s named executive officers are set forth on the following
pages.
The Board recommends
a vote “
For
” the election of the nominated directors.
DIRECTORS AND EXECUTIVE
OFFICERS
Director Nominee Biographies
Jonathan Read
- Mr.
Read, age 60, has been the Chief Executive Officer, Secretary, and Treasurer of the Company since October 20, 2017 and a director
of the Company since August 18, 2017. Mr. Read was appointed as a director for his prior experience with the Company and another
public company. Since July 14, 2017, Mr. Read has served as a director of BTCS Inc. From November 1, 2015 to January 31, 2017,
Mr. Read was Chief Executive Officer and a director of the Company. Since 2013 Mr. Read has been Managing Partner of Quadratam1
LLC, a Scottsdale, Arizona based firm specializing in providing financial and organizational consulting services for growth-stage
companies in the United States and China. From 2005 through 2012, Mr. Read was the Chief Executive Officer and a director of ECOtality,
Inc., a San Francisco based Company he founded. In 2013, ECOtality, Inc. filed for Chapter 11 bankruptcy protection. In 2014,
Mr. Read filed for bankruptcy personally.
Gary Smith -
Mr.
Smith, age 65, has been a director of the Company since July 2017. Mr. Smith appointed as a director by one of the Company’s
investors which had rights to designate a director. Mr. Smith has served as Chief Executive Officer and director of NIT Enterprises,
Inc. since July 2014. From June 2013 to July 2015 he also served as Chief Executive Officer and director of Radiant Creations
Group, Inc.
CURRENT DIRECTORS
The following table represents
the Company’s current directors and their current position on the Board, if any:
Directors
Name
|
|
Age
|
|
|
Position
|
Jonathan Read
|
|
|
60
|
|
|
|
Chairman
|
|
Gary Smith
|
|
|
65
|
|
|
|
Director
|
|
Executive Officers
Name
|
|
Age
|
|
Position
|
Jonathan Read
|
|
|
60
|
|
|
Chief Executive Officer
|
Jessica Smith
|
|
|
39
|
|
|
Chief Financial Officer
|
Jonathan Read
- See
above for Mr. Jonathan Read’s biography.
Jessica Smith
- Ms.
Smith has been the Company’s Chief Financial Officer since September 2016. Ms. Smith is a certified public accountant in
the State of Arizona. Ms. Smith has served as the Chief Financial Officer of Item 9 Labs Corp., formerly Airware Labs Corp. (OTCQB:
INLB) since December 2012 and as its Secretary and Treasurer since January 2013. Since 2008, she has provided companies with part-time
accounting and financial consulting services through her company, JS Accounting & Tax, PLLC.
Family Relationships
There are no family relationships
among the Company’s directors and/or executive officers.
Board responsibilities
The Board oversees, counsels,
and directs management in regard to the long-term interests of the Company and its shareholders. The Board’s responsibilities
include establishing broad corporate policies and reviewing the overall performance of the Company. The Board is not involved
in the operating details on a day-to-day basis
Director Independence
Mr. Read is not independent
in accordance with rules of the New York Stock Exchange (the “NYSE”) due to his employment as an executive officer
of the Company. The Company has determined that Mr. Smith is independent in accordance with the NYSE rules for director independence.
Board committees and
charters
The Company does not have
a separately-designated standing audit committee, compensation committee, or nominating committee. The Company currently lacks
sufficient independent directors to maintain committees consistent with proper corporate governance standards. The Board has not
determined that the Company has an audit committee financial expert serving on the Board. The Company intends to identify
and appoint a financial expert if needed in the future.
Number of meetings of
the board for fiscal year 2017
For 2017, the Board had
four meetings and acted by unanimous written consent on 10 occasions. There were no directors who attended fewer than 75 percent
of the total meetings or committee meetings of the Board for 2017.
Board diversity
While we do not have a
formal policy on diversity, the Board considers diversity to include the skill set, background, reputation, type and length of
business experience of the Board members as well as a particular nominee’s contributions to that mix. The Board believes
that diversity brings a variety of ideas, judgments and considerations that benefit the Company and its shareholders. Although
there are many other factors, the Board seeks individuals with experience on operating and growing businesses.
Board leadership structure
We have chosen to combine
the Chief Executive Officer and Board Chairman positions. We believe that this Board leadership structure is the most appropriate
for the Company. Because we are a small company, it is more efficient to have the leadership of the Board in the same hands as
the Chief Executive Officer. The challenges faced by us at this stage – implementing the Company’s business and marketing
plan and accelerating the Company’s growth – are most efficiently dealt with by one person who is familiar with both
the operational aspects as well as the strategic aspects of the Company’s business.
Board risk oversight
The Company’s risk
management function is overseen by the Board. The Company’s management keeps the Board apprised of material risks and provides
its independent director access to all information necessary for them to understand and evaluate how these risks interrelate,
how they affect us, and how management addresses those risks. Mr. Jonathan Read works closely together with the other member of
the Board once material risks are identified on how to best address such risks. If the identified risk poses an actual or potential
conflict with management, the Company’s independent director may conduct the assessment. Presently, the primary risk affecting
us is the Company’s liquidity and the difficulty in consummating acquisitions due to the low stock prices and continual
sales by one investor and the Company’s ability to generate revenue.
Code of Ethics
The Board has adopted
a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Company’s employees,
including the Company’s Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also
applies to the Company’s directors. The Code of Ethics provides written standards that we believe are reasonably designed
to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance
with laws, rules and regulations and the prompt reporting of illegal or unethical behavior. The Company will provide a copy, without
charge, to anyone that requests one in writing to TimefireVR Inc., dba/ Teraforge, 7150 E. Camelback Rd., Suite 444, Scottsdale
AZ 85251.
Section 16(a) beneficial
ownership reporting compliance
Section 16(a) of the Exchange
Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s common
stock to file initial reports of ownership and changes in ownership of the Company’s common stock and other equity securities
with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a)
forms they file. Based solely on a review of the copies of the forms filed, we believe that the following current and former officers,
directors and 10% beneficial owners failed to comply with Section 16(a) as of the end of fiscal year 2017 for the following occurrences:
Gary Smith (1 transaction), Jonathan Read (1 transaction), Jessica Smith (1 transaction), Jeffrey Rassas (1 transaction), Lou
Werner III (2 transactions).
Communication with the
Company’s Board
Although the Company does
not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us
at TimefireVR Inc., Dba/ Teraforge, 7150 E. Camelback Rd., Suite 444, Scottsdale AZ 85251, Attention: Corporate Secretary.
Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded,
as appropriate.
Related person transactions
In addition to Employment
and Consulting Agreements disclosed elsewhere in this Proxy Statement, we engaged in the following transactions with our executive
officers and directors.
On March 6, 2017, the
Company closed a private placement of Convertible Notes and Warrants offering that included a then Company director, Mr. Lou Werner
III, as an investor. This investor’s Note was for $100,000. The Company’s obligation under the Note was cancelled
on January 3, 2018 as described below.
On June 2, 2017, the Company
entered into an agreement with an entity managed by a former director of the Company to provide services to the entity. A retainer
deposit of $57,400 was received, and services were to be initiated within sixty days. The Company’s obligation under the
debt was cancelled on January 3, 2018 as described below
During the year ended
December 31, 2017, the Company received advances totaling $116,883 from a related party, an original investor in the Company’s
subsidiary, Timefire LLC (“TLLC”). The Company’s obligation under the debt was cancelled on January 3, 2018
as described below.
On January 3, 2018, the
Company effected the sale of TLLC to a group which included its former owners including two of our former executive officers and
directors. The Company received: (i) $100,000 in cash and (ii) a secured promissory note in the principal amount of $120,000 bearing
6% annual interest that matures in September 2018. In addition, $216,883 of Notes payable were cancelled including the $100,000
Convertible Note issued to Lou Werner III, and the $116,883 from a related party, referred to above. The sale of TLLC is discussed
further in the 2017 Form 10-K.
On January 22, 2018, the
Company granted Gary Smith 1,000,000 stock options under the 2016 Equity Incentive Plan, exercisable at $0.03 per share, vesting
quarterly over a one-year period, with the first vesting date being three months from the grant date, subject to continued service
as a director on each applicable vesting date.
Voting securities and
principal holders thereof
The following table sets
forth the number of shares of the Company’s common stock beneficially owned as of the Record Date by (i) those persons known
by the Company to be owners of more than 5% of its common stock, (ii) each director and director nominee, (iii) the Named Executive
Officers (as disclosed in the Summary Compensation Table), and (iv) the Company’s executive officers and directors as a
group. Unless otherwise specified in the notes to this table, the address for each person is: TimefireVR Inc., Dba/ Teraforge,
7150 E. Camelback Rd., Suite 444, Scottsdale AZ 85251, Attention: Corporate Secretary.
Class Type
|
|
Beneficial Owner
|
|
Amount of Beneficial
Ownership (1)
|
|
Percentage
Beneficially Owned
|
Officers and Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Jonathan R. Read
Chief Executive Officer
and Chairman of the Board (2)
|
|
|
5,000,000
34,346,652
|
|
|
|
2.2%
15.6%
|
Common Stock
|
|
Jeffrey Rassas,
Former Chief Executive Officer (3)
|
|
|
15,166,506
250,756
|
|
|
|
6.9%
*
|
Common Stock
|
|
John
Wise
Former President
(4)
|
|
|
16,477,315
2,046,413
|
|
|
|
7.4%
*
|
Common Stock
|
|
Gary
Smith (5)
Director
|
|
|
250,000
|
|
|
|
*
|
Common Stock
|
|
All Named Executive Officers and Directors as a Group –
4 members
|
|
|
36,893,821
|
|
|
|
16.64%
|
5% Shareholders
|
|
|
|
|
|
|
(1) Applicable percentages
are based on 220,005,470 shares of common stock outstanding as of June 4, 2018. Beneficial ownership is determined under the rules
of the SEC and generally includes voting or investment power with respect to securities. A person is deemed to be the beneficial
owner of securities that can be acquired by such person within 60 days whether upon the exercise of options, warrants or conversion
of notes. Unless otherwise indicated in the footnotes to this table, the Company believes that each of the shareholders named
in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by
them. This table does not include any unvested stock options except for those vesting within 60 days.
(2)
Read.
Includes
5,000,000 shares underlying stock options for proposals 5, and 6 of this Proxy Statement. Includes 5,000,000 shares underlying
stock options and 29,346,652 shares underlying proxies to vote shares of the Company’s common stock including 504,924 shares
held by Jeffrey Rassas, 7,452,951 shares held by John Wise, 6,977,951 shares held by Caroline Wise, and 14,410,826 shares held
by Hayjour Family LP for proposals 1, 2, 3, and 4 of this Proxy Statement.
(3)
Rassas.
Includes
504,924 shares of common stock and 216,667 stock options held by Mr. Rassas directly and 14,410,826 shares and 34,089 shares underlying
warrants to purchase common stock held by Hayjour Family LP (“Hayjour”), for proposals 5 and 6 of this Proxy Statement.
Includes 216,667 stock options held by Mr. Rassas directly and 34,089 shares underlying warrants to purchase common stock for
proposals 1, 2, 3, and 4 of this Proxy Statement. Mr. Rassas is the general partner of Hayjour for which the address is 10799
N. 90th St., Suite 200, Scottsdale AZ 85260.
(4)
Wise.
Includes
7,452,951 shares of common stock and 2,046,413 shares of common stock underlying warrants held by Mr. Wise and 6,977,951 shares
held by Mr. Wise’s spouse Caroline Wise, which Mr. Wise is deemed to beneficially own, for proposals 5 and 6 of this Proxy
Statement. Includes 2,046,413 shares of common stock underlying warrants to purchase common stock for proposals 1, 2, 3, and 4
of this Proxy Statement
(5)
Smith.
Represents
250,000 shares underlying stock options.
Summary Compensation
Table
The following information
is related to the compensation paid, distributed or accrued by us for the years ended December 31, 2017 and 2016 to our Chief
Executive Officer (principal executive officer), former President, and former Chief Executive Officer serving during the last
fiscal year.
Name and Princip
al Position
|
|
Year
|
|
Salary
($)
|
|
Stock
awards
($) (1)
|
|
Option
Awards
($)(1)
|
|
Total
($
)
|
Jonathan Read
|
|
|
2017
|
|
|
|
41,625
|
|
|
|
—
|
|
|
|
—
|
|
|
|
41,625
|
|
Chief Executive Officer (2)
|
|
|
2016
|
|
|
|
80,634
|
|
|
|
226,000
|
|
|
|
—
|
|
|
|
306,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey Rassas
|
|
|
2017
|
|
|
|
121,058
|
|
|
|
—
|
|
|
|
310,759
|
|
|
|
431,817
|
|
Former Chief Executive Officer (3)
|
|
|
2016
|
|
|
|
67,634
|
|
|
|
—
|
|
|
|
—
|
|
|
|
67,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Wise
|
|
|
2017
|
|
|
|
119,904
|
|
|
|
—
|
|
|
|
—
|
|
|
|
119,904
|
|
Former President (4)
|
|
|
2016
|
|
|
|
65,634
|
|
|
|
—
|
|
|
|
—
|
|
|
|
65,634
|
|
(1) Represents the grant
date fair value of the award, calculated in accordance with FASB Accounting Standard Codification 718, “Compensation –
Stock Compensation,” or ASC 718. The assumptions used in calculating the grant date fair value of the option awards
are set forth in Note 1 of the Financial Statements to our Form 10-K for the year ended December 31, 2017.
(2) Mr. Read was appointed
as the Chief Executive Officer on October 20, 2017 and previously served as the Chief Executive Officer from November 2015 until
January 31, 2017.
(3) Mr. Rassas was appointed
Chief Executive Officer on January 31, 2017 and resigned on October 20, 2017.
(4) Mr. Wise was appointed
President on September 13, 2016, and resigned on October 17, 2017
Named Executive Officer
Employment and Compensation Agreements
Effective January 3, 2018,
the Company entered into an oral employment agreement (the “Read Agreement”) with Jonathan Read. Under the terms of
the Read Agreement the Company pays Mr. Read an annual salary of $240,000. Additionally, the Company paid Mr. Read compensation
for his services as the Company’s Chief Executive Officer from October 20, 2017, to December 31, 2017, calculated as a pro-rata
portion of an annual salary of $150,000. Additionally, on January 3, 2018 the Board granted Mr. Read 15,000,000 stock options
of which 5,000,000 vested on the grant date, 5,000,000 will vest one-year from the grant date, and 5,000,000 will vest two years
from the grant date subject to continued employment with the Company.
Effective September 13,
2016, the Company entered into an employment agreement with John Wise. The agreement was for a two year period at the rate of
$150,000 per annum. Mr. Wise resigned on October 17, 2017.
Effective September 13,
2016, the Company entered into an employment agreement with Jeffrey Rassas, who was later named our Chief Executive Officer. The
agreement was for a two year period at the rate of $150,000 per annum. Mr. Rassas resigned on October 20, 2017.
Effective January 3, 2018,
the Company agreed to compensate Gary Smith for his service as a non-employee director by paying him $2,500 per calendar quarter
effective as of July 10, 2017.
Termination and Change of Control Provisions
None of our current executive
officers’ employment agreements provide for any payments in connection with termination or Change of Control. None of our
current executive officers would be entitled to any other benefits, including accelerated equity vesting, in the event of termination
under various circumstances.
Director Compensation
for the Fiscal Year ending 2017
Our non-employee directors
are eligible to receive compensation for their services as directors of the Company. Apart from compensation paid to Gary Smith,
the Company did not pay compensation to its directors for fiscal year 2017. The following table provides the compensation, paid
to directors of the Company for fiscal year 2017.
|
|
Fees Earned or
|
|
|
|
|
paid in cash
|
|
Total
|
Name
|
|
($)
|
|
($)
|
Gary Smith
|
|
2,500
|
|
|
2,500
|
|
(1)
Represents
the grant date fair value of an option award, calculated in accordance with FASB Accounting Standard Codification 718,
“Compensation – Stock Compensation,” or ASC 718. The assumptions used in calculating the grant date fair
value of the option awards are set forth in Note 1 of our Consolidated Financial Statements on our Form 10-K for the year ended
December 31, 2017.
The following table
provides the outstanding equity awards held by our Named Executive Officers at the end of fiscal year 2017.
Outstanding Equity
Awards at Fiscal Year-End
The following table
provides the outstanding equity awards held by our Named Executive Officers at the end of fiscal year 2017.
Name
|
Option
awards
|
Number
of securities underlying unexercised options
(#) exercisable
|
Number
of securities
underlying
unexercised
options
(#) unexercisable
|
Equity
incentive
plan awards: Number of
securities
underlying
unexercised
unearned
options
(#)
|
Option
exercise price
($)
|
Option
expiration date
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
Jeffrey
Rassas
|
216,667
|
|
|
$0.50
|
1/20/2022
(1)
|
(1) In accordance with the
terms of the 2016 Plan, as defined below, these options are exercisable for up to one-year from the date of Mr. Rassas’s
resignation.
Equity compensation plan
information
Effective September 13, 2016, the Company
adopted the 2016 Equity Incentive Plan (the “2016 Plan”) to provide an incentive to our employees, consultants, officers
and directors who are responsible for or contribute to our long-range success. A total of 3,300,000 shares of our common stock
have been reserved for the implementation of the 2016 Plan, either through the issuance of incentive stock options, non-qualified
stock options, stock appreciation rights (“SARs”), restricted awards, or restricted stock units (“RSUs”).
Whenever practical, the 2016 Plan is to be administered by a committee of not less than two members of the Board of Directors
appointed by the full Board, and the 2016 Plan has a term of 10 years, unless sooner terminated by the Board. As of December 31,
2017, 1,145,000 shares of common stock are available for issuance under the 2016 Plan.
In March 2018, the Board amended the Company’s 2016 Equity Incentive Plan,
effective January 2018, by increasing the authorized number of shares available under the plan by 30,000,000.
Equity compensation plan information as of December 31, 2017
|
(a)
|
(b)
|
(c)
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a))
|
Equity compensation plans
approved by security holders
|
n/a
|
n/a
|
n/a
|
Equity compensation plans
not approved by security holders*
|
2,155,000
|
$0.05
|
1,145,000
|
Total
|
2,155,000
|
$0.05
|
1,145,000
|
* As of December 31, 2017,
under the 2016 Equity Incentive Plan.
Legal proceedings
From time to time, the Company
may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of the date of the
mailing of this proxy statement, the Company is not aware of any proceedings, threatened or pending, against it which, if determined
adversely, would have a material effect on its business, results of operations, cash flows or financial position.
Principal Accounting Fees and
Services
All of the services provided and fees charged by Berkower LLC, our
principal accountant. The following table shows the fees paid to Berkower LLC for the fiscal year ended December 31, 2017 and
to Berkower LLC and John Scrudato CPA, the Company's former independent registered public accountant, for the year ended December
31, 2016.
|
|
|
|
|
|
|
Year
Ended
December 31,
2017
($)
|
|
Year
Ended
December 31,
2016
($)
|
Audit
Fees (1)
|
|
|
31,500
|
|
|
|
20,500
|
|
Audit
Related Fees (2)
|
|
|
0
|
|
|
|
613
|
|
Tax
Fees
|
|
|
0
|
|
|
|
0
|
|
All
Other Fees
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
|
31,500
|
|
|
|
21,113
|
|
———————
|
|
(1)
|
Audit fees – these fees relate to services rendered for
the audits of our annual consolidated financial statements, for the review of our quarterly financial statements, and for
services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements. Consists
of $11,000 paid to Berkower LLC and $9,500 paid to John Scrudato.
|
(2)
|
Audit related fees – these fees relate to audit related
consulting. Represents $613 paid to Berkower LLC.
|
PROPOSAL 2: APPROVAL
OF ARTICLES OF AMENDMENT TO OUR ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S NAME TO TERAFORGE VENTURES INC.
The
Board has adopted resolutions approving, declaring advisable and recommending that our shareholders approve a change of our corporate
name from “TimefireVR Inc.” to “TeraForge Ventures Inc.” A copy of the Articles of Amendment to the Company’s
Articles of Incorporation (the “Articles”) to be filed with the Nevada Secretary of State’s Office are attached
as
Annex A
hereto.
Reasons for the Amendment
The
Board determined that, in connection with the recent sale of TLLC (the “Transaction”) and transition of the Company
into the blockchain and virtual currency businesses that a formal change of the name of the Company to “TeraForge Ventures
Inc.” (the “Name Change”) more accurately reflects the Company’s current business activities and will
better communicate to the public the current and future nature of the Company’s business operations and enable the Company
to better implement its business plan. The Company is principally engaged in the mining of bitcoin and is seeking other opportunities
in the blockchain and virtual currency businesses. We believe a total change of the Company’s name clarifies that the Company
is no longer engaged in the virtual reality business. Further, we informally agreed with the buyers of TLLC to eliminate Timefire
from our name. The name change can only occur after we obtain shareholder approval and give at least 10 days prior notice to the
Financial Industry Regulatory Authority (“FINRA”) and FINRA approval occurs. We expect FINRA approval will occur shortly
after the Annual Meeting assuming we obtain shareholder approval.
The
name change will not have any material effect on our business, operations, or reporting requirements. Shareholders will not be
required to immediately have new stock certificates reflecting the Name Change.
Effect of the Amendment
The
Name Change will not affect the validity or transferability of any existing stock certificates that bear the name “TimefireVR
Inc.” Shareholders with certificated shares should continue to hold their existing stock certificates, and will not be required
to submit their stock certificates for exchange and the rights of shareholders holding certificated shares under existing stock
certificates and the number of shares represented by those certificates will remain unchanged. Direct registration accounts and
any new stock certificates that are issued after the Name Change becomes effective will bear the name “TeraForge Ventures
Inc.”
Currently,
our common stock is quoted on the OTCQB under the symbol “TFVR.” Upon effectiveness of the Articles of Amendment and
the Name Change, it is anticipated that the stock will begin to trade under the symbol “TFVRD.” A new CUSIP number
will be assigned to our common stock following the Name Change.
The Board recommends a vote “
For
”
this proposal.
PROPOSAL 3: AMENDMENT TO APPROVE A REVERSE
STOCK SPLIT
The Board has adopted
and is submitting for shareholder vote an Amendment to the Articles that would grant to the Board the discretion to effect a reverse
split of all outstanding shares of the Company’s common stock, if the Board deems that it is in the Company’s best
interests, in a range of one-for-30 through one-for-60 or any ratio in between, (any of which we refer to as a “Reverse
Stock Split”). Until one year from the Annual Meeting, the Board will have the sole discretion to elect, as it determines
to be in the best interests of the Company and its shareholders, whether or not to effect a Reverse Stock Split, and if so, at
which ratio within the range. If the Board elects to implement one of the Reverse Stock Splits, the Board will abandon the remaining
approved Reverse Stock Splits without need for any further shareholder action. The Board believes that approval of a proposal
granting this discretion to the Board, rather than approval of an immediate Reverse Stock Split at a specified ratio, would provide
the Board with maximum flexibility to react to current market conditions and to therefore achieve the purposes of the Reverse
Stock Split, if implemented, and to act in the best interests of the Company’ shareholders.
To effect the Reverse
Stock Split, the Board will authorize the Company’s management to file Articles of Amendment to the Company’s Articles
with the Nevada Secretary of State. If the Board elects to implement a Reverse Stock Split, the number of issued and outstanding
shares of the Company’s common stock will be reduced in accordance with the ratio for the selected Reverse Stock Split.
The par value of the Company’s common stock will remain unchanged at $0.001 per share, and the number of the Company’s
authorized shares of common stock will remain unchanged. The Board may elect not to implement any of the Reverse Stock Split at
its sole discretion, even if approved by the Company’s shareholders. The Board has approved the proposed grant of discretion
to affect a Reverse Stock Split. You may elect to vote in favor of each of the proposed ratios, some of the proposed ratios or
none of the proposed ratios. The proposed form of Amendment to the Company’s Articles to implement the Reverse Stock Split
is attached to this Proxy Statement as
Annex A
.
Overview
To effect the Reverse
Stock Split, the Board has authorized the Company’s management to file Articles of Amendment to the Company’s Articles.
No fractional shares will be issued in connection with the Reverse Stock Split. The Board may elect not to implement the approved
Reverse Stock Split at its sole discretion, even if the proposed Reverse Stock Split is approved by the Company’s shareholders.
The Board has the maximum flexibility to react to current market conditions and to therefore achieve the purposes of the Reverse
Stock Split, if implemented, and to act in the best interests of us and the Company’s shareholders.
The Company’s common
stock is currently quoted on the OTCQB under the symbol “TFVR”. On the Record Date, the last sale price of the Company’s
common stock was $0.00[_]per share. The Board believes that the Company’s relatively low per-share market price of the Company’s
common stock impairs the acceptability of the common stock to potential investors and certain members of the investing public,
including institutional investors. Further, the weakness of our stock price and it trading below one cent has caused the Company
to lose acquisition opportunities.
Purpose of the reverse
stock split
The Board believes that
a Reverse Stock Split is desirable for a number of reasons, including:
Increase the possibility
that we can acquire one or more businesses.
Our common stock has been under heavy selling pressure from one of our original
2016 investors (the “Seller”) that has participated in each financing since then. Our counsel has been made aware
of an oral agreement for other investment funds to purchase all preferred and common stock, notes and warrants held by the Seller.
We are not a party to that arrangement but understand that these securities must be purchased by one or more other investment
funds by June 14
th
. The Seller has been exercising preferred stock and we understand selling large amounts of
common stock on a regular basis which has created heavy pressure on our common stock price. We are hopeful that the Seller’s
position will be purchased and other investors including any buyers will be more patient as have our other original 2016 investors.
We believe a higher price and a more stable price will prove to be more attractive to potential target companies and permit us
to make one or more acquisitions although no assurances can be given. We do know that the stock price has been an impediment to
pursuing acquisitions in the recent past.
Increase in eligible
institutional and other investors.
We believe a Reverse Stock Split may increase the price of the Company’s common
stock or potentially decrease its volatility, and thus may allow a broader range of investors with the ability to invest in the
Company’s stock. Also, many small funds and institutions have investment guidelines and policies that prohibit them from
investing in stocks whose price is below a certain threshold. We believe that increased institutional investor interest in the
Company and the Company’s common stock will potentially increase the overall market for the Company’s common stock.
We believe that trading below one cent deters retail investors.
Increase analyst
and broker interest.
We believe a Reverse Stock Split would help increase broker-dealer interest in the Company’s
common stock as many brokerage and investment advisory firms’ policies can discourage broker-dealers from following or recommending
companies with low stock prices. Because of the trading volatility and lack of liquidity often associated with lower-priced stocks,
many brokerage houses have adopted investment guidelines and policies and practices that either prohibit or discourage them from
investing or trading such stocks or recommending them to their clients and customers. Some of those guidelines, policies and practices
may also function to make the processing of trades in lower-priced stocks economically unattractive to broker-dealers. While we
recognize we will remain a “penny stock” under the rules of the SEC if our common stock trades at less than $5.00,
we think the increase from the Reverse Stock Split will position us better if the Company continues to increase as we expect.
Additionally, because brokers’ commissions and dealer mark-ups/mark-downs on transactions in lower-priced stocks generally
represent a higher percentage of the stock price than commissions and mark-ups/mark-downs on higher-priced stocks, the current
average price per share of the Company’s common stock can result in shareholders or potential shareholders paying transaction
costs representing a higher percentage of the total share value than would otherwise be the case if the share price were substantially
higher.
Avoid the taint
that is associated with stocks that trade near or below $0.01 per share
.
We believe that many investors including
those seeking to speculate in companies in our current and planned business may believe that trading near or below $0.01 per share
creates a taint and makes it susceptible to stock promotions. By effecting the Reverse Split, we hope to move out of that possibility.
Our common stock closing price during the week ended June 1, 2018 ranged from $0.004 to $0.006 per share.
Risks of the Reverse
Stock Split
The Reverse Stock
Split may not increase the Company’s market capitalization, which would prevent us from realizing some of the anticipated
benefits of the Reverse Stock Split.
The market price of the Company’s common stock is based on a number of factors
which may be unrelated to the number of shares outstanding. These factors may include the Company’s performance, general
economic and market conditions and other factors, many of which are beyond the Company’s control. The market price per share
may not rise, or it may remain constant in proportion to the reduction in the number of shares outstanding before the Reverse
Stock Split. Accordingly, the total market capitalization of the Company’s common stock after the Reverse Stock Split may
be lower than the total market capitalization before the Reverse Stock Split. In the future, the market price of common stock
following the Reverse Stock Split may not equal or exceed the market price prior to the Reverse Stock Split.
Effects of the reverse
stock split
Reduction of Shares
Held by Individual Shareholders
.
After the effective date of the Reverse Stock Split, each common shareholder will
own fewer shares of the Company’s common stock. However, the Reverse Stock Split will affect all of the Company’s
common shareholders uniformly and will not affect any common shareholder’s percentage ownership interests in us, except
to the extent that the Reverse Stock Split results in any of our shareholders who previously owned more than 100 shares of our
Common Stock owning less than 100 shares of our Common Stock or shareholders owning a fractional share of Common Stock. In lieu
of reducing the ownership to less than 100 shares of our Common Stock for shareholders who currently own more than 100 shares
of our Common Stock (the “100 Share Shareholders”), we will issue each of the 100 Share Shareholders exactly 100 shares
of our Common Stock as a result of the Reverse Stock Split. Shareholders owning exactly 100 shares of our Common Stock will not
be affected by the Reverse Stock Split and will continue to own exactly 100 shares of our Common Stock. In lieu of issuing fractional
shares, we will round up to the next whole share the number of shares issued to any shareholder who would otherwise be issued
a fractional share so the minimum number of shares issued as a result of the Reverse Stock Split will be one share. The number
of shareholders of record will not be affected by the Reverse Stock Split. If in the future the Company becomes eligible for listing
on a national securities exchange it will be required to have a certain number of shareholders who own 100 or more shares of our
Common Stock. Reducing the ownership of the 100 Share Shareholders to not less than 100 shares will put us in a better position
to meet the listing requirements in the future.
Reduction in Total
Outstanding Shares.
The Reverse Stock Split will reduce the total number of outstanding shares of common stock by a factor
based on the ratio of the split. The following table shows the number of shares of the Company’s common stock outstanding
both before the Reverse Stock Split and after the Reverse Stock Split:
|
|
Shares of Common
Stock Outstanding Before the Reverse Stock Split
|
|
|
Shares of Common
Stock Outstanding After the Reverse Stock Split
|
|
1-for-30 split
|
|
|
|
|
|
|
|
|
1-for-60 split
|
|
|
|
|
|
|
|
|
If the Reverse Stock Split
is between the two numbers in the table above, the number of outstanding shares will be proportionately reduced.
Change in number
and exercise price of employee and equity awards
.
If there are outstanding equity awards at the time the Board
effects the Reverse Stock Split, the Reverse Stock Split will reduce the number of outstanding awards available for issuance under
the Company’s Equity Incentive Plan in proportion to the split ratio. Under the terms of the Company’s outstanding
equity and option awards, the Reverse Stock Split will cause a reduction in the number of shares of common stock issuable upon
exercise or vesting of such awards in proportion to the split ratio of the Reverse Stock Split and will cause a proportionate
increase in the exercise price of such awards to the extent they are stock options. The number of shares authorized for future
issuance under the Company’s equity plans will also be proportionately reduced. The number of shares of common stock issuable
upon exercise or vesting of stock option awards will be rounded to the nearest whole share and no cash payment will be made in
respect of such rounding. Warrant and other convertible security holders, if any, will also see a similar reduction of the number
of shares such instruments are convertible into as stock option holders described above.
Regulatory effects
.
The Company’s common stock is currently registered under Section 12(g) of the Exchange Act, and we are subject to the periodic
reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect the registration of the common stock
under the Exchange Act or the Company’s obligation to publicly file financial and other information with the SEC. If the
Reverse Stock Split is implemented, the Company’s common stock will continue to trade on the OTCQB.
In addition to the above,
the Reverse Stock Split will have the following effects upon the Company’s common stock:
|
●
|
The number of shares
owned by each holder of common stock owing more or less than 100 shares will be reduced;
|
|
|
|
|
●
|
The per share loss
and net book value of the Company’s common stock will be increased because there will be a lesser number of shares of
the Company’s common stock outstanding;
|
|
|
|
|
●
|
The authorized common
stock and the par value of the common stock will remain at 500,000,000 shares and $0.001 per share, respectively;
|
|
|
|
|
●
|
The stated capital
on the Company’s balance sheet attributable to the common stock will be decreased and the additional paid-in capital
account will be credited with the amount by which the stated capital is decreased;
|
|
|
|
|
●
|
All outstanding
options, warrants, and convertible securities entitling the holders thereof to purchase shares of common sto
ck,
if any, will enable such holders to purchase, upon exercise thereof, fewer of the number of shares of common stock which such
holders would have been able to purchase upon exercise thereof immediately preceding the Reverse Stock Split, at the same
total price (but a higher per share price) required to be paid upon exercise thereof immediately preceding the Reverse Stock
Split;
|
Shares of common stock
after the Reverse Stock Split will be fully paid and non-assessable. The Split Amendment will not change any of the other terms
of the Company’s common stock. The shares of common stock after the Reverse Stock Split will have the same voting rights
and rights to dividends and distributions and will be identical in all other respects to the shares of common stock prior to the
Reverse Stock Split.
Because the number of
authorized shares of the Company’s common stock will not be reduced, an overall effect of the Reverse Stock Split of the
outstanding common stock will be an increase in authorized but unissued shares of the Company’s common stock. These shares
may be issued by the Company’s Board in its sole discretion. See “Anti-Takeover Effects of the Reverse Stock Split”
below. Any future issuance will have the effect of diluting the percentage of stock ownership and voting rights of the present
holders of the Company’s common stock and preferred stock.
Once we implement a Reverse
Stock Split, the share certificates representing the shares will continue to be valid. In the future, new share certificates will
be issued reflecting the Reverse Stock Split, but this in no way will affect the validity of your current share certificates.
The Reverse Stock Split will occur without any further action on the part of the Company’s shareholders. After the effective
date of the Reverse Stock Split, each share certificate representing the shares prior to the Reverse Stock Split will be deemed
to represent the number of shares shown on the certificate, divided by split ratio. Certificates representing the shares after
the Reverse Stock Split will be issued in due course as share certificates representing shares prior to the Reverse Stock Split
are tendered for exchange or transfer to the Company’s transfer agent.
We request that shareholders do not send
in any of their stock certificates at this time
.
As applicable, new share
certificates evidencing new shares following the Reverse Stock Split that are issued in exchange for share certificates issued
prior to the Reverse Stock Split representing old shares that are restricted shares will contain the same restrictive legend as
on the old certificates. Also, for purposes of determining the term of the restrictive period applicable to the new shares after
the Reverse Stock Split, the time period during which a shareholder has held their existing pre-Reverse Stock Split old shares
will be included in the total holding period.
Procedure for implementing
the reverse stock split
The Reverse Stock Split
would become effective upon the filing of Articles of Amendment to the Company’s Articles with the Secretary of State of
the State of Nevada. The exact date of the filing of the Articles of Amendment that will effectuate the Reverse Stock Split will
be determined by the Board based on its evaluation as to when such action will be the most advantageous to us and the Company’s
shareholders. In addition, the Board reserves the right, notwithstanding shareholder approval and without further action by the
shareholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to the Company’s
Articles of Amendment, the Board, in its sole discretion, determines that it is no longer in the Company’s best interest
and the best interests of the Company’s shareholders to proceed with the Reverse Stock Split. If Articles of Amendment effecting
the Reverse Stock Split has not been filed with the Secretary of State of the State of Nevada by the close of business one year
from the Annual Meeting, the Board will abandon the Reverse Stock Split.
After the filing of the
Articles of Amendment, the Company’s common stock will have a new CUSIP number, which is a number used to identify the Company’s
equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the
new CUSIP number by following the procedures described below.
As soon as practicable
after the Reverse Stock Split the Company’s transfer agent will act as exchange agent for purposes of implementing the exchange
of stock certificates for record holders (i.e., shareholders who hold their shares directly in their own name and not through
a broker). Record holders of pre-Reverse Stock Split shares will be asked to surrender to the transfer agent certificates representing
pre-Reverse Stock Split shares in exchange for a book entry with the transfer agent or certificates representing post-Reverse
Stock Split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us. No new certificates
will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together
with the properly completed and executed letter of transmittal to the exchange agent.
For street name holders
of pre-Reverse Stock Split shares (i.e., shareholders who hold their shares through a broker), your broker will make the appropriate
adjustment to the number of shares held in your account following the effective date of the Reverse Stock Split.
SHAREHOLDERS SHOULD
NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
No service charges, brokerage
commissions or transfer taxes will be payable by any shareholder, except that if any new stock certificates are to be issued in
a name other than that in which the surrendered certificate(s) are registered it will be a condition of such issuance that (1)
the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (if any) or establishes to
the Company’s satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable
federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer
including with a medallion guarantee.
Payment for fractional
shares
No fractional shares of
common stock will be issued as a result of the Reverse Stock Split. Instead, all shares which would otherwise result in fractional
shares, upon surrender to the exchange agent of such certificates representing such fractional shares, will be rounded up to the
nearest whole share.
Accounting matters
The par value per share
of the Company’s common stock will remain unchanged at $0.001 per share after the Reverse Stock Split. As a result, on the
effective date of the Reverse Stock Split, the stated capital on the Company’s consolidated balance sheet attributable to
common stock will be reduced and the additional paid-in-capital account will be increased by the amount by which the stated capital
is reduced. Per share net income or loss will be increased because there will be fewer shares of the Company’s common stock
outstanding. We do not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation
expense to be recognized in any period, will arise as a result of the Reverse Stock Split.
Certain federal income
tax consequences
Each shareholder is
advised to consult their own tax advisor as the following discussion may be limited, modified or not apply based on your own particular
situation.
The following is a summary
of important tax considerations of the Reverse Stock Split. It addresses only shareholders who hold the pre-Reverse Stock Split
shares and post-Reverse Stock Split shares as capital assets. It does not purport to be complete and does not address shareholders
subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities,
mutual funds, foreign shareholders, shareholders who hold the pre-Reverse Stock Split shares as part of a straddle, hedge, or
conversion transaction, shareholders who hold the pre-Reverse Stock Split shares as qualified small business stock within the
meaning of Section 1202 of the Internal Revenue Code (the “Code”), shareholders who are subject to the alternative
minimum tax provisions of the Code, and shareholders who acquired their pre-Reverse Stock Split shares pursuant to the exercise
of employee stock options or otherwise as compensation. Current tax law may change, possibly even retroactively. This summary
does not address tax considerations under state, local, foreign, and other laws. Furthermore, we have not obtained a ruling from
the Internal Revenue Service or an opinion of legal or tax counsel with respect to the consequences of the Reverse Stock Split.
The Reverse Stock Split
is intended to constitute a reorganization within the meaning of Section 368 of the Code. Assuming the Reverse Stock Split qualifies
as reorganization, a shareholder generally will not recognize gain or loss on the Reverse Stock Split, except to the extent of
cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis
of the post-Reverse Stock Split shares received will be equal to the aggregate tax basis of the pre-Reverse Stock Split shares
exchanged, and the holding period of the post-Reverse Stock Split shares received will include the holding period of the pre-Reverse
Stock Split shares exchanged.
A holder of the pre-Reverse
Stock Split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the
tax basis of the pre-Reverse Stock Split shares allocated to the fractional share interest and the cash received. Such gain or
loss will be a capital gain or loss and will be short term if the pre-Reverse Stock Split shares were held for one year or less
and long term if held more than one year. No gain or loss will be recognized by us as a result of the Reverse Stock Split.
PLEASE CONSULT YOUR
OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
No appraisal rights
Shareholders have no rights
under the Revised Statutes of the State of Nevada (the ‘‘Nevada Revised Statutes’’) or under the Company’s
charter documents to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.
Anti-takeover effects
of the reverse stock split
The overall effect of
the Reverse Stock Split may be to render more difficult the accomplishment of mergers or the assumption of control by a principal
shareholder and thus make the removal of management more difficult.
The effective increase
in the Company’s authorized and unissued shares as a result of the Reverse Stock Split could potentially be used by the
Board to thwart a takeover attempt. The over-all effects of this might be to discourage, or make it more difficult to engage in,
a merger, tender offer or proxy contest, or the acquisition or assumption of control by a holder of a large block of the Company’s
securities and the removal of incumbent management. The Reverse Stock Split could make the accomplishment of a merger or similar
transaction more difficult, even if it is beneficial to shareholders. The Board might use the additional shares to resist or frustrate
a third-party transaction, favored by a majority of the independent shareholders that would provide an above-market premium, by
issuing additional shares to frustrate the takeover effort.
As discussed above, the
reasons for the Reverse Stock Split are to increase the ability of institutions to purchase the Company’s common stock and
stimulate the interest in the Company’s common stock by analysts and brokers as well as accelerate the possibility of obtaining
an Exchange listing. This Reverse Stock 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.
Additionally, the Reverse Stock Split is not being conducted in an effort to take the Company private.
Neither the Company’s
Articles nor the Company’s Bylaws presently contain any provisions having anti-takeover effects and the Reverse Stock Split
Proposal is not a plan by the Board to adopt a series of amendments to the Company’s Articles or Bylaws to institute an
anti-takeover provision. We do not have any plans or proposals to adopt other provisions or enter into other arrangements that
may have material anti-takeover consequences.
Plans for newly available
shares
The Company presently
has no specific plans, nor has it entered into any arrangements or understandings regarding the shares of common stock that will
be newly available for issuance upon effectiveness of the Reverse Stock Split. However, the Company’s management anticipates
that we may raise capital to fund future operations through private or public equity offerings. Any future equity financing may
be dilutive to existing shareholders.
The Board recommends a vote “
For
”
each of the reverse stock split ratios under this proposal.
PROPOSAL 4: RATIFICATION
OF THE SALE OF THE COMPANY’S SUBSIDIARY
In December 2017, the
Board determined that it was in the Company’s best interest to sell TLLC. Prior to the sale of TLLC, the holders of a majority
of the Company’s voting power provided the Board with proxies which gave the Board the right to vote their shares to approve
the sale of TLLC. On January 3, 2018, the Company effected the sale of TLLC based on the Board’s approval.
The Company’s business
model in the virtual reality business, through TLLC, was not successful. Prior to the sale of TLLC, the Company was unable to
refinance its business and was unable to continue its virtual reality business due to a loss of confidence in the virtual reality
business by the Company’s investors. Additionally, the TLLC’s employees were threating to resign due to the failure
to pay them. Upon locating buyers for TLLC, the Board determined that it was in the Company’s best interest to sell TLLC
to the buyers and transition the Company into the virtual currency business. The buyers included four shareholders who, at the
time of the sale, held the majority of the Company’s voting power.
Under Nevada law, the
sale of substantially all assets of the business requires approval by the shareholders prior to effecting the sale. The Nevada
Revised Statutes are unclear on what constitutes a sale of substantially all assets of the business. Out of an abundance of caution,
the Company obtained the proxies approving the sale of TLLC prior to effecting the sale. Because we need to comply with the SEC’s
proxy rules, we were unable to immediately vote the proxies. On January 3, 2018, we had 42,693,855 shares of common stock outstanding.
Due to conversions of the Company’s Series E Convertible Preferred Stock, primarily by one investor, the number of shares
outstanding on the Record Date increased to [ ].
Because shareholder action
requires either a meeting of shareholders or shareholder consents and the Securities Exchange Act of 1934 (the “Exchange
Act”) requires either a Proxy Statement or an Information Statement to be filed and mailed to shareholders, the Board was
concerned a delay could effectively make it impossible for the buyers to keep the virtual reality business operating. Further,
the buyers had a conflict of interest in voting for the sale since they were on both sides. The buyers were only willing to finance
the TLLC’s business if TLLC was sold to them. Funds which had previously financed the Company were only willing to continue
financing the Company if the Company sold TLLC. Accordingly, the Board required the four buyers who, at the time of the sale of
TLLC, had a majority of voting power to give the Board the proxies. Based on the circumstances described in this section, the
Board determined that sale of TLLC was in the best interest of both the Company and the Company’s shareholders. The sale
of TLLC created certain risks for the Company’s shareholders which are detailed in the “Risk Factors” section
of our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on April 9, 2018.
In consideration for entering
in the sale of TLLC, the Company received: (i) $100,000 in cash and (ii) a secured promissory note in the principal amount
of $120,000 bearing 6% annual interest that matures in September 2018. Additionally, the buyers and TLLC assumed certain
of the Company’s liabilities including a sublease agreement entered into by the Company, $[ ]of loans made by a buyer to
the Company which were due on demand, a certain $100,000 senior convertible note of the Company dated March 3, 2017, a certain
services agreement entered into by the Company, certain past compensation owed to the Company’s former executive officers,
and certain credit card debts owed by the Company. The assumed liabilities totaled approximately $558,054.
If we cannot obtain shareholder
approval, we are subject to a number of risks. First the buyers of TLLC could seek to rescind the transaction. If the buyers filed
suit we would contend that the buyers cannot legally raise the argument that there was not shareholder approval of the Transaction
since the buyers created the risk by demanding an immediate closing. Further, minority shareholders could seek similar relief
although such an action seems remote given the benefits to us. If either event occurs, we are subject to legal risks and uncertainty.
We cannot predict how a court would rule.
Finally, the purchaser
of TLLC owes us on the note which is due on September 28, 2018. It retains the power to file a Chapter XI bankruptcy proceeding
which would avoid any state law power issues and also likely result in the non payment of the note. Any such proceeding would
also likely result in our incurring material legal fees.
The Board recommends a vote “
For
”
this proposal.
PROPOSAL 5. TO APPROVE THE COMPANY’S
NAMED EXECUTIVE OFFICER COMPENSATION
Overview
Pursuant to Section 14A
of the Exchange Act, we are asking our shareholders to vote to approve, on a non-binding, advisory basis, the compensation of
our Named Executive Officers, commonly referred to as the “say-on-pay” vote. In accordance with the Exchange Act requirements,
we are providing our shareholders with an opportunity to express their views on our Named Executive Officers’ compensation.
Although this advisory vote is nonbinding, our Board will review and consider the voting results when making future decisions
regarding our Named Executive Officer compensation and related executive compensation programs.
We encourage shareholders
to read the “Executive Compensation” section in this proxy statement, including the compensation tables and the related
narrative disclosure, which describes the structure and amounts of the compensation of our Named Executive Officers. The compensation
of our Named Executive Officers is designed to enable us to attract and retain talented and experienced executives to lead us
successfully in a competitive environment. The Committee and our Board believe that our executive compensation strikes the appropriate
balance between utilizing responsible, measured pay practices and effectively incentivizing our Named Executive Officers to dedicate
themselves fully to value creation for our shareholders.
Accordingly, we ask our
shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the
compensation paid to the Compnay’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including
the compensation tables and narrative discussion is hereby APPROVED.”
The Board recommends a vote “
For
”
this proposal.
PROPOSAL 6. TO VOTE, ON A NON-BINDING ADVISORY
BASIS, WHETHER A NON-BINDING ADVISORY VOTE ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION SHOULD BE HELD EVERY ONE,
TWO OR THREE YEARS
In addition to the advisory
vote on executive compensation described in Proposal 4, pursuant to Section 14A of the Exchange Act, we are asking our shareholders
to vote, on a non-binding, advisory basis, on the frequency of future votes to approve the compensation of our Named Executive
Officers. This non-binding “frequency” vote is required to be submitted to our shareholders at least once every six
years. Shareholders may indicate whether they prefer that we conduct future advisory votes to approve the compensation of our
Named Executive Officers every one, two or three years, or abstain.
The Board has determined
that holding an advisory vote to approve the compensation of our Named Executive Officers every three years is the most appropriate
policy at this time, and recommends that future advisory votes to approve the compensation of our Named Executive Officers occur
every third year. Our executive compensation program is designed to create long-term value for our shareholders, and a triennial
vote will allow shareholders to better judge our executive compensation program in relation to our long-term performance. We also
believe that a vote every three years is an appropriate frequency to provide sufficient time to thoughtfully consider shareholders’
input and to implement any appropriate changes to our executive compensation program, in light of the timing that would be required
to implement any decisions related to such changes.
Shareholders will be able
to specify one of four choices for this proposal on the proxy card: one year, two years, three years, or abstain. The voting frequency
option that receives the highest number of votes cast by shareholders will be deemed the frequency for the advisory vote on executive
compensation that has been selected by shareholders. Although this advisory vote on the frequency of future advisory votes to
approve the compensation of our Named Executive Officers is nonbinding, the Board will carefully review and consider the voting
results when determining the frequency of future advisory votes to approve the compensation of our Named Executive Officers.
The Board recommends that the shareholders
vote to conduct future advisory votes to approve the compensation of our Named Executive Officers every
three years
.
OTHER MATTERS
Timefire has no knowledge
of any other matters that may come before the Annual Meeting and does not intend to present any other matters. However, if any
other matters shall properly come before the Annual Meeting or any adjournment, the persons soliciting proxies will have the discretion
to vote as they see fit unless directed otherwise.
If you do not plan to
attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign,
date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, Timefire will cancel
your previously submitted proxy.
Annex A
ARTICLES OF AMENDMENT
TO ARTICLES OF
INCORPORATION
OF TIMEFIREVR INC.
TimefireVR Inc. (the ‘‘Company’’),
a corporation organized and existing under the Revised Statutes of the State of Nevada (the ‘‘Nevada Revised Statutes’’),
hereby certifies as follows:
|
1.
|
Pursuant
to Sections 78.385 and 78.390 of the Nevada Revised Statutes, the amendment herein set
forth has been duly approved by the Board of Directors and the holders of a majority
of the outstanding capital stock of the Company.
|
|
|
|
|
2.
|
Article
1 of the Articles of Incorporation is deleted and replaced by the following:
|
|
|
|
|
|
The
name of this Company is TeraForge Ventures Inc (the “Corporation”).
|
|
|
|
|
3.
|
Article
4 of the Articles of Incorporation is amended by adding the following:
|
As of the close of business on
_____ ___, 2018 (4:01 p.m. Eastern Daylight Time) (the “Reverse Split Date”), each ___ shares of Common Stock issued
and outstanding immediately prior to the Reverse Split Date (referred to in this paragraph as the “Old Common Stock”)
automatically and without any action on the part of the holder thereof will be reclassified and changed into one share of new
Common Stock, par value $0.001 per share (referred to in this paragraph as the “New Common Stock”), subject to the
treatment of fractional share interests as described below. Each holder of a certificate or certificates that immediately prior
to the Reverse Split Date represented outstanding shares of Old Common Stock (the “Old Certificates”) will be entitled
to receive, upon surrender of such Old Certificates to the Corporation for cancellation, a certificate or certificates (the “New
Certificates”, whether one or more) representing the number of whole shares (rounded up to the nearest whole share) of the
New Common Stock into which and for which the shares of the Old Common Stock formerly represented by such Old Certificates so
surrendered are reclassified under the terms hereof. From and after the Reverse Split Date, Old Certificates shall represent only
the right to receive New Certificates pursuant to the provisions hereof. No certificates or scrip representing fractional share
interests in New Common Stock will be issued. In lieu of any such fractional shares of New Common Stock, each shareholder with
a fractional share will be entitled to receive, upon surrender of Old Certificates to the Corporation for cancellation, a New
Certificate representing the number of shares such shareholder would otherwise be entitled to rounded up to the next whole share.
In lieu of reducing the ownership to less than 100 shares of our Common Stock for shareholders who currently own more than 100
shares of the Corporation’s Common Stock (the “100 Share Shareholders”), the Corporation will issue each of
the 100 Share Shareholders exactly 100 shares of our New Common Stock. Shareholders who own exactly 100 shares of the Corporation’s
Old Common Stock will own exactly 100 shares of the Corporation’s New Common Stock. If more than one Old Certificates shall
be surrendered at one time for the account of the same shareholder, the number of full shares of New Common Stock for which New
Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old Certificates
so surrendered. In the event that the Corporation determines that a holder of Old Certificates has not tendered all his, her or
its certificates for exchange, the Corporation shall carry forward any fractional shares until all certificates of that holder
have been presented for exchange. The Old Certificates surrendered for exchange shall be properly endorsed and otherwise in proper
form for transfer. From and after the Reverse Split Date, the amount of capital represented by the shares of the New Common Stock
into which and for which the shares of the Old Common Stock are reclassified under the terms hereof shall be an amount equal to
the product of the number of issued and outstanding shares of New Common Stock and the $0.001 par value of each such share.
|
4.
|
These
Articles of Amendment to the Articles of Incorporation was duly adopted and approved
by the shareholders of the Company on the ______ day of __________, 2018 in accordance
with Section 78.390 of the Nevada Revised Statutes.
|
IN WITNESS WHEREOF, the
undersigned has executed these Articles of Amendment to Articles of Incorporation as of the ______ day of ________, 2018.
TIMEFIREVR
INC.
|
|
By:
|
Name: Jonathan Read
|
Title: Chief
Executive Officer
|
TimefireVR Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS –July
31, 2018 AT 10:00 AM
VOTING INSTRUCTIONS
If you vote by phone or internet, please
DO NOT mail your proxy card.
|
MAIL:
|
Please mark, sign, date, and return this Proxy Card promptly
using the enclosed envelope.
|
|
|
|
|
PHONE:
|
Call ________________
|
|
|
|
|
INTERNET:
|
https://www.proxyvote.com
|
Control ID:
Proxy ID:
Password:
MARK “X” HERE IF YOU PLAN TO
ATTEND THE MEETING: ☐
MARK HERE FOR ADDRESS CHANGE ☐ New Address
(if applicable):
IMPORTANT:
Please sign exactly
as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized
person.
Dated: June ___, 2018
(Print Name of Shareholder and/or Joint Tenant)
(Signature of Shareholder)
(Second Signature if held jointly)
The shareholder(s) hereby
appoints
Jonathan Read
and
Gary Smith
as proxy, with the power to appoint a substitute, and hereby authorizes him
or her to represent and to vote, as designated on the reverse side of this ballot, all of the shares of voting stock of TIMEFIREVR
INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholder(s) to be held at 10:00 a.m., local time
on July 31, 2018, at the Company’s corporate offices, located at ______________________________________________________,
and any adjournment or postponement thereof.
This proxy, when properly
executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with
the Board of Director’s recommendations. If any other business is presented at the meeting, this proxy will be voted by
the above-named proxies at the direction of the Board of Directors. At the present time, the Board of Directors knows of no other
business to be presented at the meeting.
The Board of Directors
recommends you vote FOR the following Nominees for the Board of Directors and FOR each of the following Proposals (you may vote
for one answer to proposal 6):
1. To elect members of the Company’s Board of Directors.
|
|
|
|
|
Jonathan Read
|
FOR
¨
|
WITHHELD
¨
|
Gary Smith
|
FOR
¨
|
WITHHELD
¨
|
|
|
|
|
|
|
|
|
2. To approve an amendment to the Company’s Articles of Incorporation to
change the Company’s name to “TeraForge Ventures Inc.”
|
|
FOR ☐ AGAINST
☐ ABSTAIN ☐
|
|
|
|
|
|
|
|
|
3.
To
approve an amendment to the Company’s Articles of Incorporation to effect a proposed reverse stock split;
|
|
FOR ☐ AGAINST
☐ ABSTAIN ☐
|
|
|
|
|
|
|
|
|
4. To
ratify
the sale of the Company’s subsidiary, Timefire LLC;
|
|
FOR ☐ AGAINST
☐ ABSTAIN ☐
|
|
|
|
|
|
|
|
|
5. To approve the Company’s named executive officers compensation.
|
|
FOR ☐ AGAINST
☐ ABSTAIN ☐
|
|
|
|
|
|
|
|
|
6. To vote, on a non-binding advisory basis, whether a non-binding advisory vote
on the Company’s named executive officer compensation, should be held every one, two or three years.
|
|
1 YEAR ☐ 2
YEARS ☐
|
|
3 YEARS ☐ ABSTAIN
☐
|
Control ID:
Proxy ID:
Password: