HHER Her Imports (GM)

INFORMATION STATEMENT

PURSUANT TO SECTION 14(C)

OF THE SECURITIES EXCHANGE ACT OF 1934

NO VOTE OR ACTION OF THE COMPANY’S SHAREHOLDERS

IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT

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

About this Information Statement

This Information Statement is first being mailed on or about July 17, 2018 to the holders of record at the close of business on June 23, 2018 of shares of common stock, par value $0.001 per shares (the “ Common Stock ”) of Her Imports, a Nevada corporation (“ we ”, “ us ” or the “ Company ”), in full satisfaction of our notice requirements under the Securities Exchange Act of 1934 (the “ Exchange Act ”).

This Information Statement is being furnished to our shareholders in connection with action by written consent in lieu of a special meeting by Cabello Real Ltd. and Cabello Real FZE, our largest shareholders, indirectly controlled by Mr. Johnathan Terry, who held as of June 27, 2018 an aggregate of 6,022,695 shares of Common Stock (the “ Consenting Shareholders ”), or approximately 69.6% of the outstanding shares of Common Stock of the Company, which constitutes the majority of the voting power of the Company. The Consenting Shareholders consented to the adoption of an amendment to the Company’s Articles of Incorporation, as amended (the “ Amendment ”) to authorize the Company pursuant to Section 78.215 of the Revised Statutes of the State of Nevada (the “ Nevada Revised Statutes ”) to make a distribution in the form of a share dividend (the “ Share Dividend ”) on a non-pro rata basis. See “ Amendment to the Company’s Articles of Incorporation to Effect the Share Dividend–Summary of Amendment ” for a more detailed description of the Amendment.

We will pay the expenses of furnishing this Information Statement to our shareholders, including the cost of preparing, assembling and mailing this Information Statement.

BACKGROUND OF THE AMENDMENT

Board and Shareholder Authorization

The Nevada Revised Statutes and our Articles of Incorporation permit our shareholders to approve by written consent any action required or permitted to be taken at a shareholders’ meeting, as if the action were taken at a duly constituted meeting of our shareholders. On June 15, 2018, the board of directors of the Company (the “ Board ”) adopted a resolution setting forth the Amendment authorizing the Company pursuant to Section 78.215 of the Nevada Revised Statutes to distribute the Share Dividend, subject to approval of the Amendment by the Company’s shareholders, and recommended that it be presented to our shareholders for approval.

On June 27, 2018, the Consenting Shareholders consented in writing to approve the Amendment. As of June 27, 2018, the Consenting Shareholders held an aggregate of 6,022,695 shares of Common Stock, or approximately 69.6% of the outstanding shares of Common Stock of the Company.

AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION

TO EFFECT THE SHARE DIVIDEND

The Company will file with the Secretary of State of Nevada the Amendment in the form attached to this Information Statement as Exhibit A .

Summary of Amendment

Section 78.215 of the Nevada Revised Statutes requires that when shares are issued to shareholders as a share dividend not on a pro rata basis, the articles of incorporation must specifically authorize such share dividend. The Amendment authorizes issuance of the Share Dividend in the amount of 100 shares of Common Stock per beneficial owner of Common Stock pursuant to Section 78.215 of the Nevada Revised Statutes.

For the purposes of the Amendment and the Share Dividend, a “beneficial owner” is a shareholder whose shares of our Common Stock are reflected in such shareholder’s name on the Company’s stock transfer records or are held by a brokerage firm, bank, trustee or another agent (“nominee”). Shareholders whose shares of our Common Stock are registered directly in their name with our transfer agent, Direct Transfer, LLC, are considered the “record holders” with respect to those shares. Each record holder, except for Cede & Co. (“ Cede ”) or any other nominee, will receive 100 shares of Common Stock as the Share Dividend. The number of shares to be received by each nominee will be determined by multiplying 100 shares by the number of beneficial owners (i) whose shares of our Common Stock are held by such nominee and (ii) who beneficially owns less than 100 shares of Common Stock on the records maintained by the nominee. The Company expects Cede to receive approximately 2,600 shares of Common Stock as the Share Dividend. The total number of shares of Common Stock to be issued as the Share Dividend is expected to be approximately 9,700 shares.

Purpose of the Amendment

The Company wishes to have its Common Stock listed on a national securities exchange, including the NYSE American, LLC and/or The Nasdaq Capital Market of the Nasdaq Stock Market, LLC. In order to satisfy the initial listing requirements of these securities exchanges, the Company must, among other things, increase the number of its shareholders and/or the number of shareholders that hold 100 shares of Common Stock or more each (the “ Round Lot Shareholders ”), as applicable.

As one way of achieving this objective, management proposed issuing the Share Dividend in the amount of 100 shares of Common Stock per beneficial owner of Common Stock pursuant to Section 78.215 of the Nevada Revised Statutes. Additionally, the Company has granted a total of 6,400 shares of its restricted Common Stock pursuant to the Her Imports 2017 Equity Incentive Plan to the employees of the Company and its independent directors as a way to increase the number of the Company’s shareholders, including Round Lot Shareholders. As of June 29, 2018, the Company had approximately 134 Round Lot Shareholders. The Company expects that immediately upon the distribution of the Share Dividend it will have approximately 231 Round Lot Shareholders.

There can be no assurance that the Share Dividend authorized pursuant to the Amendment alone or in conjunction with other measures will help the Company achieve the desired results outlined above.

Effect on Outstanding Shares, Authorized Shares and Proportionate Holdings of the Company’s Shareholders

As the result of the Share Dividend the number of the Company’s issued and outstanding shares of Common Stock will increase from 8,656,495 as of June 29, 2018 to 8,666,195. The number of shares authorized for issuance will remain the same.

PLEASE NOTE THAT THE SHARE DIVIDEND WILL CHANGE YOUR PROPORTIONATE EQUITY INTEREST IN THE COMPANY.

Because the Share Dividend is not a pro-rata distribution, it will result in a disproportionate increase in the percentage equity interest held by minority holders of Common Stock and a dilution of the percentage equity interest held by majority holders of Common Stock. For example, shareholders holding as little as one share will benefit more than shareholders holding 99 shares. Shareholders holding 100 or more shares are diluted and receive nothing.

Appraisal Rights

Under the Nevada Revised Statutes, the Company’s shareholders are not entitled to appraisal rights in connection with the adoption of the Amendment.

Material U.S. Tax Consequences

As of the date of this Information Statement, the Company has not completed its analysis of material U.S. federal income tax consequences of the Share Dividend based on the current provisions of the Internal Revenue Code (the “ Code ”), Treasury regulations promulgated under the Code, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE SHARE DIVIDEND IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAX JURISDICTION.

EFFECTIVE DATE

The Effective Date will be the date and time when the Amendment is filed with the Secretary of State of the State of Nevada pursuant to Section 78.390(6) of the Nevada Revised Statutes or upon a later date and time as specified in the Amendment. Pursuant to Rule 14c-2 under the Exchange Act, the Amendment cannot become effective until at least 20 calendar days following our mailing of this Information Statement to our shareholders. We must also give at least 10 days notice to the Financial Industry Regulatory Authority. We anticipate distributing the Share Dividend on or as soon as possible after the Effective Date.

SHAREHOLDERS’ RIGHTS

The elimination of the need for a meeting of our shareholders to approve the Amendment is allowed under Section 78.320 of the Nevada Revised Statutes, which provides that any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by shareholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. This Information Statement is being delivered in full satisfaction of any notice requirements under the Exchange Act. No separate notice is required pursuant to the Nevada Revised Statutes.

OUTSTANDING VOTING SECURITIES

As of June 29, 2018, there were 8,656,495 shares of Common Stock issued and outstanding. On all matters other than election of directors each shareholder of the Company has one vote for each share of Common Stock owned by the shareholder.