UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:
[X]
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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Definitive
Information Statement
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Endonovo
Therapeutics, Inc.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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Date
Filed:
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ENDONOVO
THERAPEUTICS, INC.
6320
Canoga Avenue, 15th Floor, Woodland Hills, CA 91367
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED
HEREIN.
Information
Concerning the Actions by Written Consent This Information Statement is being furnished to the stockholders of Endonovo Therapeutics,
Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), pursuant to
Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
promulgated thereunder, for the purpose of informing our stockholders that, on August 13, 2018, our board of directors approved
by written consent, and the stockholders holding a majority of the voting power of the Company, also approved by written consent,
an amendment of the Articles of Incorporation of the Company to increase the total number of shares of common stock, par value
$0.0001 per share (hereinafter, our “Common Stock”), that the Company shall have authority to issue from 500,000,000
shares to 2,500,000,000 shares. Under the laws of the State of Delaware and our bylaws, stockholder action may be taken by written
consent without a meeting of the stockholders. The written consent of our board of directors and the written consent of the stockholders
holding a majority of the voting power of the Company are sufficient to approve the amendment described above (the “Amendment”).
Therefore, no proxies or consents were or are being solicited in connection with the Amendment. After the expiration of the twenty
(20) day period required under Rule 14c-2 promulgated under the Exchange Act, and in accordance with the laws of the State of
Delaware, we intend to file a Certificate of Amendment to our Articles of Incorporation to effect the Amendment. The proposed
Certificate of Amendment, attached hereto as Appendix A, will become effective when it has been accepted for filing by the Secretary
of State of the State of Delaware. Such filing will occur at least twenty (20) days after the Definitive Information Statement
is filed with the Securities and Exchange Commission (the “SEC”) and first sent or given to our stockholders.
Record
Date
. Our board of directors has fixed the close of business on August XX, 2018 (the “Record Date”), as the record
date for determining our stockholders who are entitled to receive this Information Statement. Only our stockholders of record
as of the Record Date are entitled to notice of the information disclosed in this Information Statement. As of the Record Date,
there were 366,118,767 shares of our Common Stock issued and outstanding. Stockholders as of the Record Date who did not consent
to the Amendment are not entitled to dissenters’ rights or appraisal rights in connection with the Amendment under the laws
of the State of Delaware or under our bylaws.
Expenses.
The cost of preparing and furnishing this Information Statement will be borne by us. We may request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock
held on the Record Date.
Stockholders
Sharing an Address
We will deliver, or cause to be delivered, only one copy of this Information Statement to multiple stockholders
sharing an address unless we have received contrary instructions from one or more of the stockholders. We undertake to promptly
deliver, or cause to be promptly delivered, 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 Information Statement is delivered. A stockholder can notify us that the stockholder
wishes to receive a separate copy of this Information Statement by contacting us at the address or phone number set forth above.
Conversely, if multiple stockholders sharing an address receive multiple Information Statements and wish to receive only one,
such stockholders can notify us at the address or phone number set forth above. Additional Information Regarding the Amendment
Overview
The
Amendment will have the effect of increasing the number of shares of Common Stock that the Company is authorized to issue from
500,000,000 shares to 2,500,000,000 shares.
Purpose
Our
board of directors has determined that it is advisable and in the best interest of the Company to increase the number of authorized
shares of Common Stock of the Company to have available additional authorized but unissued shares in an amount that is adequate
to provide for the needs of the Company. Our board of directors has determined that it is advisable and in the best interest of
the Company to increase the number of authorized shares of our Common Stock in order to ensure that the Company will satisfy its
obligations under the existing convertible notes issued by the Company. We currently have 366,118,767 shares outstanding and 137,175,073
shares reserved for issuance on conversion of various outstanding securities. Since a lender is entitled to increase his reserves
but has elected not to do so, there are actually no shares available for other corporate purposes and the Board does not consider
this adequate for general corporate purposes. Most of our outstanding convertible securities have conversion rates based on formulas
that fluctuate based on the market price of our common stock and the required reservations therefor may increase in the future
if the market price for our common stock decreases. The Company would be required to issue additional shares of our Common Stock
upon conversion of such convertible notes and, under certain of those convertible notes, the Company is required to have in reserve
certain quantities of authorized but unissued shares of our Common Stock. Generally, with respect to the convertible notes issued
by the Company, both the quantity of shares of our Common Stock that the Company would be required to issue upon conversion and
the quantity of authorized but unissued shares of our Common Stock that the Company is required to have in reserve increases if
the market price of our Common Stock decreases. The newly authorized shares of Common Stock would be available for issuance from
time to time as determined by our board of directors for any proper purpose, which may include, without limitation, the issuance
of shares in connection with financing or acquisition transactions and other corporate opportunities. We have no present plans
for the issuance or reservation of additional shares of common stock other than ongoing private placements and the convertible
notes referred to above.
The
Company, in the ordinary course of business, considers various possible means and strategies to expand its business, which may
include, among other things, possible acquisitions of complementary businesses and other businesses. At the present time, the
Company has not entered into any definitive agreement with any person or entity that entails any contemplated merger, consolidation,
acquisition or similar business transaction, and there are no assurances that the Company will enter into any such transaction.
The increase in the number of authorized shares of Common Stock of the Company as described in this Information Statement is for
the purpose of addressing the obligations under existing convertible notes issued by the Company and for other corporate purposes
generally, as described in the preceding paragraph, rather for any specific contemplated transaction(s). However, we do not have
any present plans or agreements for any other business which would require the issuance of any of the additional shares being
authorized.
Certain
Risks Associated with the Increase in Authorized Stock
An
issuance of additional shares of our Common Stock could, under certain circumstances, have the effect of delaying or preventing
a change in control of the Company by increasing the number of outstanding shares that are entitled to vote and by increasing
the number of votes required to approve a change in control. The ability of our board of directors to issue additional shares
of our Common Stock could discourage an attempt by a party to acquire control of the Company. Such issuances could therefore deprive
stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price of
the shares that such an attempt could cause. Moreover, the issuance of additional shares of our Common Stock to persons whose
interests are aligned with that of our board of directors could make it more difficult to remove incumbent officers and directors
from office, even if such change were to be favorable to stockholders generally. Although the Amendment could, under certain circumstances,
have an anti-takeover effect, the Amendment was neither proposed nor approved in response to any effort of which we are aware
to obtain or change control of the Company, nor is it part of a plan by management to recommend a series of similar actions having
an anti-takeover effect.
Interests
of Certain Persons in or Opposition to Matters to be Acted Upon
Except
as disclosed elsewhere in this Information Statement, none of the following persons has any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon:
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any
director or officer of the Company;
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any
proposed nominee for election as a director of the Company; and
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any
associate or affiliate of any of the foregoing persons.
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The
stockholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial
Owners and Management.” No director has advised us that he intends to oppose any action described herein.
Security
Ownership of Certain Beneficial Owners
The
tables below set forth certain information, as of the Record Date, regarding the beneficial ownership of each class of our capital
stock by each director and officer of the Company, and all directors and officers of the Company as a group.
Common
Stock
Name
of Beneficial Owner
Number
of Shares Beneficially Owned
Name of Beneficial Owner
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Amount of Beneficial Ownership (1)
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Percent of Ownership
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Alan Collier
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20,556,123
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5.61
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Michael Mann
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25,407,498
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6.93
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All officers & directors as a group (2 persons)
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45,963,621
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12.54
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(1)
This includes common shares controlled by Mr. Collier
(2)
Based on shares of common stock outstanding as of August 14, 2018
Class
AA Preferred Stock
Name
of Beneficial Owner
Number
of Shares Beneficially Owned
Percentage
of Class
Directors and Officers
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Alan Collier
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5,000
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100
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%
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All directors and officers, as a group
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5,000
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100
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%
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Each
share of Series AA Preferred votes with the Common Stock and has 100,000 votes. Accordingly, Mr. Collier has an additional 500,000,000
votes in addition to his 20,556,123 common shares and together has an aggregate of 520,556,123 shares equaling 60.4% of the voting
power in the Company.
Additional
Information About the Company
We
file annual, quarterly and other reports with the SEC. The Company’s filings with the SEC are available to the public on
the SEC’s website at www.sec.gov and on our corporate website at www.endonovo.com. You may also read and copy, at the SEC’s
prescribed rates, any document that we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, NE,
Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference
Room. You may also request a copy of the Company’s filings with the SEC, at no cost, by writing to us at 6320 Canoga Avenue,
15
th
Floor, Woodland Hills, CA 91367 or by contacting us by phone at (800) 489-4774.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
By
Order of the Board of Directors:
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Date:
August 14, 2018
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By:
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/s/
Alan Collier
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Alan
Collier
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CEO
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APPENDIX
A
CERTIFICATE
OF AMENDMENT OF
THE
CERTIFICATE OF INCORPORATION
OF
ENDONOVO
THERA
PEUTICS, INC.
It
is hereby certified that:
1.
The name of the corporation (hereinafter called the “corporation”) is: Endonovo Therapeutics, Inc.
2.
The certificate of incorporation of the corporation is hereby amended by striking out Article the First Sentence of Article Fourth
thereof and by substituting in lieu of said first sentence of Article Fourth the following new first sentence of Article Fourth:
The
total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Billion Five Million
(2,505,000,000) shares of which Five Million (5,000,000) shares shall be Preferred Stock, par value $.0001 per share, and Two
Billion (2,500,000,000) shall be Common Stock, par value $.0001 per share. The voting power, designations, preferences and relative
participating option or other special qualifications, limitations or restrictions are set forth hereinafter:
3.
The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in
accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
Signed
on August 14, 2018
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Alan
Collier, CEO
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