VNTH Nano Mobile Healthcare Inc (PK)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of June 15, 2018 for (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our Common Stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital Stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of capital Stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any Stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named Stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital Stock listed as owned by that person or entity. The following table sets forth, as of June 15, 2018 certain information as to shares of our Common Stock and Series A, B, C and D Preferred Stock owned by (i) each person known by us to beneficially own more than 5% of our Outstanding voting Common Stock (Based on 882,229,341 shares of Common Stock as of June 15, 2018 plus the Common Stock equivalent of the Series A, B, C and D Preferred Stock plus the 90,353,459 shares of Common Stock due Martin Wood (when additional shares are available) per existing agreement.  As of June 15, 2018, the total voting shares of the Company are 2,615,217,722 including of all the voting shares of Common Stock, the equivalent Common Stock of the Preferred and the Common Stock due shareholder Martin Wood. (ii) each of our directors, and (iii) all of our executive officers and directors as a group.  Except as otherwise indicated, all shares are owned directly, and the shareholders listed possess sole voting and investment power with respect to the shares shown.  Unless otherwise indicated below, each entity or person listed below maintains an address of One Boston Place Suite 2600, Boston Suite 2600, MA 02108.

 

*            Less than 1%

(1)

Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.

(2)

Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and any shares which the shareholder has the right to acquire within 60 days, including upon exercise of Common Stock purchase options or warrants. The percent of class of Common Stock is based on 882,229,341 shares of Common Stock as of June 15, 2018 plus the Common Stock equivalent of the Series A, B, C and D Preferred Stock plus the 90,353,459 shares of Common Stock due Martin Wood (when additional shares are available) per existing agreement.  The total of all the voting shares of Common Stock, the shares due Martin Wood, and the equivalent Common Stock of the Preferred is 2,615,217,722 shares of voting Stock as of June 15, 2018 The percent of class of Series A Convertible Preferred Stock is based on 2,347,337 shares of Series A Preferred Stock Outstanding as of June 15, 2018. The percent of class of Series B Convertible Preferred Stock is based on 2,535 shares of Series B Preferred Stock Outstanding as of June 15, 2018. The percent of class of Series C Convertible Preferred Stock is based on 50,365 shares of Series C Preferred Stock Outstanding as of June 15, 2018.  The percent of class of Series D Convertible Preferred Stock is based on 28,645 shares of Series C Preferred Stock Outstanding as of June 15, 2018.

 

 

(3)

Includes 1,323 shares of Series B Convertible Preferred Stock, which may be presently converted into a total of 26,462,712 shares of Common Stock.  Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(4)

Includes 677,363 shares of Common Stock and 1,212 shares of Series B Preferred which may be presently converted to 24,237,288 shares of Common Stock.  The total beneficial interest is 24,914,651 shares of Common Stock. Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(5)

Includes 4,289 shares of Series D Preferred Stock may be presently converted to 85,771,845 shares of Common Stock.  The total beneficial interest is 85,771,845 shares of Common Stock.  Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(6)

Includes 315,000 shares of Common Stock and 20,146 shares of Series C Preferred Stock which may be presently converted into a total of 402,920,141 shares of Common Stock.  The total beneficial interest is 403,235,141 shares.  Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(7)

Includes 50% of 300,000 shares or 150,000 shares of Common Stock and 50% of 24,175or 12,088 shares of Series C Preferred as he is the spouse of Cara Finnegan and is the beneficial owner of 50% of her trust.  The 12,088 shares of Series C Preferred may be presently converted to 241,752,085 shares of Common Stock.  The total beneficial interest is 241,902,085 shares of Common Stock and equivalent Common Stock from Preferred Series C.  Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(8)

Includes 4,289 shares of Series D Convertible Preferred Stock, which may be presently converted into a total of 85,771/845 shares of Common Stock.  Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(9)

Includes 20,000 shares of Common Stock and 6,044 shares of Series C Preferred.  The 6,044 shares of Series C Preferred may be presently converted to 120,876,042 shares of Common Stock.  The total beneficial interest is 120,896,042 shares of Common Stock and equivalent Common Stock from Preferred Series C.  Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(10)	Common Stock only.  Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(11)

Includes 315,000 shares of Common Stock and 50% of 300,000 shares of common Stock totaling 465,000 shares of Common Stock and 24,175 shares of Convertible Preferred C Stock, which may be presently converted into a total of 483,504,170 shares of Common Stock.  In addition, includes 50% of 20,146 Shares of Convertible Preferred C Stock or 10,073 shares of Convertible Preferred C Stock.  The total beneficial interest is 685,429,240 shares of Common Stock and equivalent Common Stock from Preferred Series C.  Address is 514 Americas Way #7697 Box Elder, SD 57719-7600.

(12)	Includes 13,063 shares of Series D Convertible Preferred Stock, which may be presently converted into a total of 261,260,250 shares of Common Stock.  Address is 1900 Avenue of the Stars # 7, Los Angeles, CA 90067.

 

 

DELIVERY OF DOCUMENTS TO SECURITY

HOLDERS SHARING AN ADDRESS

Only one copy of this Information Statement is being delivered to multiple Stockholders sharing an address, unless the Company has received contrary instructions from one or more of the Stockholders. The Company will deliver promptly, upon written or oral request, a separate copy of this Information Statement to a Stockholder at a shared address to which a single copy of this document was delivered. A Stockholder may mail a written request to Nano Mobile Healthcare, Inc., Attention: Secretary, One Boston Place Suite 2600, Boston, MA 02108, to request:

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a separate copy of this Information Statement;

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a separate copy of Information Statements in the future; or

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delivery of a single copy of Information Statements, if such Stockholder is receiving multiple copies of those documents.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the SEC. Accordingly, we are required to file reports with the SEC including annual reports, quarterly reports, current reports and other reports as required by SEC rules. All reports that we file electronically with the SEC are available for viewing free of charge over the Internet via the SEC’s EDGAR system at http://www.sec.gov. We will provide without charge to each person who receives a copy of this Information Statement, upon written or oral request, a copy of any information that is incorporated by reference in this Information Statement. Requests should be directed to Nano Mobile Healthcare, Inc., Attention: Secretary, One Boston Place Suite 2600, Boston, MA 02108, or call 617-336-7001. For further information about us, you may read and copy any reports, statements and other information filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0102. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

 

Exhibit A

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF

INCORPORATION OF NANO MOBILE HEALTHCARE, INC.

 

It is hereby certified that:

 

1. The current name of the corporation is Nano Mobile Healthcare, Inc. (the “ Corporation ”).

 

2. The Corporation filed its Certificate of Incorporation with the Delaware Secretary of State on January 9, 2015 under the name Vantage mHealthcare, Inc. and filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on September 8, 2015 to change its name to Nano Mobile Healthcare, Inc. (as amended, the “ Certificate ”).

 

3. The Certificate of the Corporation is hereby amended as follows:

 

By deleting the first sentence in Article FIFTH, Section A, in its entirety and replacing it with the following:

 

“The total number of shares of all classes of Stock which the Corporation shall have the authority to issue is 100,100,000,000 shares, consisting of 100,000,000,000 shares of Common Stock, par value $0.00001 (the “ Common Stock ”), and 100,000,000 shares of Convertible Preferred Stock, par value $0.00001 (the “ Preferred Stock ”).”

 

4. This Certificate of Amendment to the Certificate was duly adopted pursuant to the provisions of Sections 141 and 242 of the Delaware General Corporation Law (the “ DGCL ”).

 

5. Pursuant to Section 228(a) of the DGCL, the holders of outstanding shares of the Corporation having no less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, consented to the adoption of the aforesaid amendments without a meeting, without a vote and without prior notice and that written notice of the taking of such actions has been given in accordance with Section 228(e) of the DGCL.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation as of March 5, 2018.

 

 

	NANO MOBILE HEATHCARE, INC.
	By: /s/ Joseph C. Peters
	Joseph C. Peters, Chief Executive Officer

 

 

EXHIBIT B

  

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO COMPLETE A REVERSE SPLIT OF THE SERIES A PREFERRED STOCK OF

NANO MOBILE HEALTHCARE, INC.

It is hereby certified that:

 

1. The current name of the corporation is Nano Mobile Healthcare, Inc. (the “ Corporation ”).

 

2. The Corporation filed its Certificate of Incorporation with the Delaware Secretary of State on January 9, 2015 under the name Vantage mHealthcare, Inc. and filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on September 8, 2015 to change its name to Nano Mobile Healthcare, Inc. (as amended, the “ Certificate ”).  The Corporation filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on March 5, 2018 increasing the number of Common Stock to 100,000,000,000 and changing the par value to $.00001 per share for the Common Stock and the Preferred Stock and authorizing the Corporations reverse split of its Common Stock in a ratio of 1 for 10 to 1 for 100,000 with such ratio being determined by the Corporation’s Board of Directors.  The Corporation filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on March 6, 2018 to provide for the reverse split of the Preferred Stock that was not completed when the Common Stock reverse split was accomplished on March 21, 2016.

 

3. The Certificate of the Corporation is hereby amended as follows:

 

Article Fifth of the Corporation's Certificate is hereby amended replacing the following to the first and second paragraph of Section D:

 

Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, the shares of the Corporation's Common Stock and Preferred Stock issued and outstanding prior to March 21, 2016 at 5:00pm Eastern time (the "Effective Time") and the shares of Common Stock and Preferred Stock issued and held in treasury of the Corporation immediately prior to the Effective Time shall automatically be reclassified into a smaller number of shares such that each ten (10) shares of the Corporation's issued and outstanding Common Stock and Preferred Stock immediately prior to the Effective Time are reclassified into one ( l) validly issued, fully paid and nonassessable share of Common Stock and Preferred Stock, without any further action by the Corporation or the holder thereof.

 

Each Stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock and Preferred Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, be submitted to the transfer agent to be automatically exchanged for certificates representing the appropriate number of whole shares of Common Stock and Preferred Stock after the Effective Time. No new certificates will be issued to a Stockholder until such Stockholder has surrendered all certificates representing shares of Common Stock and Preferred Stock that were issued and outstanding immediately prior to the Effective Time, together with a properly completed and executed letter of transmittal, to the transfer agent. Upon surrender of such certificates, new certificates evidencing and representing the number of whole shares of Common Stock and Preferred Stock after the Effective Time into which the shares of Common Stock and Preferred Stock formerly represented by such certificate shall have been reclassified shall be issued. Until surrendered all Stock certificates representing shares of Common Stock and Preferred Stock that were issued and outstanding immediately prior to the Effective Time will be deemed to be cancelled."
 

4. This Certificate of Amendment to the Certificate was duly adopted pursuant to the provisions of Sections 141 and 242 of the Delaware General Corporation Law (the “ DGCL ”).

 

 

5. Pursuant to Section 228(a) of the DGCL, the holders of outstanding shares of the Corporation having no less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, consented to the adoption of the aforesaid amendments without a meeting, without a vote and without prior notice and that written notice of the taking of such actions has been given in accordance with Section 228(e) of the DGCL.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation as of May 24, 2018.

 

 

 

EXHIBIT C

   

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO LOWER THE AUTHORIZED SHARES OF SERIES A PREFERRED AND CLARIFY THE COMPANY’S PREFERRED STOCK OF NANO MOBILE HEALTHCARE, INC.

 

It is hereby certified that:

 

1. The current name of the corporation is Nano Mobile Healthcare, Inc. (the “ Corporation ”).

 

2. The Corporation filed its Certificate of Incorporation with the Delaware Secretary of State on January 9, 2015 under the name Vantage mHealthcare, Inc. and filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on September 8, 2015 to change its name to Nano Mobile Healthcare, Inc. (as amended, the “ Certificate ”).  The Corporation filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on March 5, 2018 increasing the number of Common Stock to 100,000,000,000 and changing the par value to $.00001 per share for the Common Stock and the Preferred Stock and authorizing the Corporations reverse split of its Common Stock in a ratio of 1 for 10 to 1 for 100,000 with such ratio being determined by the Corporation’s Board of Directors.  The Corporation filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on May 24, 2018 to provide for the reverse split of the Preferred Stock that was not completed when the Common Stock reverse split was accomplished on March 21, 2016.

 

3. The Certificate of the Corporation is hereby amended as follows:

 

By deleting the first sentence in Article FIFTH, Section A, in its entirety and replacing it with the following:

 

“The total number of shares of all classes of Stock which the Corporation shall have the authority to issue is 100,100,000,000 shares, consisting of 100,000,000,000 shares of Common Stock, par value $0.00001 (the “ Common Stock ”), and 100,000,000 shares of Preferred Stock, par value $0.00001 (the “ Preferred Stock ”).   The 100,000,000 shares of Preferred Stock includes the Authorization of 2,347,337 Shares of Series A Preferred Stock; and 2,535 Shares of Series B Preferred Stock and 2,000,000 shares of Series C Preferred Stock and 1,000,000 shares of Series D Preferred Stock.  The Remaining 94,650,128 of the 100,000,000 Authorized Preferred Stock will be available to authorize allocations by for additional future Preferred Series of Stock”

 

4. This Certificate of Amendment to the Certificate was duly adopted pursuant to the provisions of Sections 141 and 242 of the Delaware General Corporation Law (the “ DGCL ”).

 

5. Pursuant to Section 228(a) of the DGCL, the holders of outstanding shares of the Corporation having no less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, consented to the adoption of the aforesaid amendments without a meeting, without a vote and without prior notice and that written notice of the taking of such actions has been given in accordance with Section 228(e) of the DGCL.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation as of June 6, 2018.