UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
[X]
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)2))
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[ ]
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Definitive
Information Statement
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PROGREEN
US, INC.
(Name
of Registrant as Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required
[ ]
Fee computed on table below per Exchange Act Rules 14c-5(g) 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 O-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
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 O-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.
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Amount
Previously Paid:
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2.
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Form
Schedule or Registration Statement No.:
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3.
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Filing
Party:
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4.
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Date
Filed:
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Preliminary
Copy dated April 5, 2019
SCHEDULE
14C INFORMATION STATEMENT
Pursuant
to Regulation 14C of the Securities Exchange Act of 1934, as amended
PROGREEN
US, INC.
2667
Camino del Rio South, Suite 312
San
Diego, CA 92108-3763
(619)
487-9585
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
To
the Holders of Common Stock of Progreen US, Inc.:
This Information Statement has been filed
with the Securities and Exchange Commission (“SEC”) and is being furnished, pursuant to Section 14C of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “ Stockholders”)
of common stock, par value $0.0001 per share (the “common stock”), of Progreen US, Inc., a Delaware corporation (the
“ Company”), to notify the Stockholders that on April 5, 2019, the Company received a written consent from the holder
of Series C Preferred Stock, par value $0.0001 per share (“Series C Preferred”) . Currently, there is one holder of
Series C Preferred (the “Series C Stockholder” or the “Majority Stockholder”), holding fifty-one (51)
shares of Series C Preferred, resulting in the Series C Stockholder holding in the aggregate in excess of 51% of the total voting
power of all issued and outstanding voting capital of the Company. Each share of Series C Preferred has the equivalent of 30,299,113
votes of common stock (based upon the outstanding number of shares of common stock and voting preferred stock issued at the time
hereof). The Series C Stockholder authorized the following Amendment (the “Amendment”) to our Certificate of Incorporation:
to authorize increase in the number of the Company’s authorized shares of common stock from one billion two hundred fifty
million (1,250,000,000) shares of common stock, par value $.0001 per share, to three billion (3,000,000,000) shares of common
stock, par value $.0001 per share (the “Authorized Share Increase”). The Company currently has no commitments for
the issuance of any shares of common stock or preferred stock, other than as provided for in existing agreements and instruments
to which it is a party.
On April 5, 2019, the Board of Directors of
the Company approved the Authorized Share Increase, and the Majority Stockholder approved the Authorized Share Increase by written
consent effective April 5, 2019 in lieu of a meeting (the “Action”). The approval of the Majority Stockholder was
effective also April 5, 2019. Accordingly, your consent is not required and is not being solicited in connection with the
approval of the Authorized Share Increase. The Certificate of Amendment (which includes the Authorized Share Increase) will become
effective when we file the Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment
will not be filed, and will not become effective, until the date that is at least 20 days after the Definitive Information
Statement is first mailed or otherwise delivered to our stockholders.
The
Action taken by written consent was taken pursuant to Section 228 of the Delaware General Corporation Law, referred to as the
DGCL, which provides that any action that may be taken at a meeting of the stockholders may be taken by the written consent of
the holders of the number of shares of voting stock required to approve the action at a meeting. The DGCL, however, requires that
in the event an action is approved by written consent, a Company must provide prompt notice of the taking of any corporate action
without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that
written consent
s signed by a sufficient number of holders to take the action were delivered to a company.
This Information Statement shall constitute the required notice pursuant to the DGCL.
On
such basis, in order to eliminate the costs and management time involved in holding a special meeting of stockholders, the
Majority Stockholder approved the Action in accordance with the DGCL. This Information Statement is being furnished to all
of our Stockholders in accordance with Section 14(c) of the Exchange Act, and the rules promulgated by the SEC thereunder, solely
for the purpose of informing our Stockholders of the actions taken by the written consent before they become effective.
THE
ACCOMPANYING INFORMATION STATEMENT IS BEING MAILED TO STOCKHOLDERS ON OR ABOUT ,
2019. THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH
IS DESCRIBED HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
This
Information Statement contains a brief summary of the material aspects of the Authorized Share Increase approved by the Board
of Progreen US, Inc. (the “Company”,” “ we ,” “ our ,” or “ us ”) and the
holder of Series C Preferred Stock, who holds a majority of the voting capital stock of the Company.
Common
Stock
By
unanimous written consent of the Board (as permitted under the DGCL), the number, designation, rights, preferences and privileges
of the Series C Preferred were established by the Board (as is permitted under the DGCL and by the Certificate of Incorporation
of the Company). The designation, rights, preferences and privileges that the Board established for the Series C Preferred are
set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Delaware on February
27, 2019. Among other things, the Certificate of Designation provides that each one share of Series C Preferred has voting rights
equal to (x) 0.019607
multiplied by
the total issued and outstanding common stock eligible to vote at the time of the respective
vote (the “Numerator”),
divided by
(y) 0.49,
minus
(z) the Numerator.
By
unanimous written consent of the Board, the Board issued an aggregate of fifty-one (51) shares of Series C Preferred to one individual,
Jan Telander, the Company’s CEO (the “Series C Stockholder”). As a result of the voting rights granted to the
Series C Preferred, the Series C Stockholder holds by virtue of ownership of the Series C Preferred, and the ownership of other
shares of capital stock of the Company, in excess of 51% of the total voting power of all issued and outstanding voting capital
of the Company.
As of April 1, 2019, there were issued and
outstanding (i) 1,246,783,015 shares of common stock, (ii) 967,031 shares of Series A Preferred Stock (of which shares of Series
A Preferred Stock 100,000 shares are beneficially owned by the Majority Shareholder and are not factored into the calculation
of the voting power of the Series C Preferred Stock held by the Majority Shareholder) and (iii) 51 shares of Series C Preferred,
which at April 1, 2019, held the voting power of 1,545,254,741 shares of common stock. Based on the foregoing, the total
aggregate amount of votes entitled to vote regarding the approval of the Authorized Share Increase is approximately 3,085,077,452
shares. Pursuant to Section 228 of the DGCL, at least a majority of the voting equity of the Company, or at least approximately
1,576,474,578 votes, are required to approve the Authorized Share Increase by written consent. The Majority Stockholder, which
holds in the aggregate 1,600,420,936 votes through ownership of the Series C Preferred and other capital stock of the Company,
or in excess of 51% of the voting equity of the Company, voted in favor of the Authorized Share Increase, thereby satisfying the
requirement under Section 228 of the DGCL that at least a majority of the voting equity vote in favor of a corporate action by
written consent.
The
following table sets forth the name of the Series C Stockholder, the number of shares of Series C Preferred held by the Series
C Stockholder, the total number of votes that the Series C Stockholder voted in favor of the Authorized Share Increase and the
percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.
Name of Series C Stockholder
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Number of Shares of
Series C Preferred held
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Number of Votes held
by such Series C Stockholder through Ownership of Series C Preferred
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Number of Votes that
Voted in favor of the Action
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Percentage of the Voting
Equity that Voted in favor of the Actions
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Jan Telander
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51
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1,545,254,741
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1,600,420,936
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51.88
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%
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INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except
as disclosed elsewhere in this Information Statement, none of the following persons have any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon:
1.
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any
director or officer of our company since May 1, 2017, being the commencement of our last completed audited financial year;
or
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2.
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any
associate or affiliate of any of the foregoing persons.
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PRINCIPAL
STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The
table below sets forth information regarding the beneficial ownership of our common stock as of April 1, 2019 by the following
individuals or groups:
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each
person or entity who we know beneficially owns more than 5.0% in the aggregate;
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each
of our named executive officers;
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each
of our directors; and
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all
directors and named executive officers as a group.
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The
percentage of beneficial ownership in the following table is based upon 1,246,783,015 shares of common stock outstanding
as of April 1, 2019. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting
or investment power with respect to securities. We do not have any outstanding options, warrants or other conversion rights.
Title of Class
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Name of Beneficial
Owner
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Number
of
Shares
Beneficially
Owned
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Approximate
Percentage
of
Class
Outstanding
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Common Stock
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Jan Telander (1)
c/o Progreen US, Inc.
1667 Camino
del Rio South
Suite 312
San Diego, CA 92108(1)
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55,166,195
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4.32
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%
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Michael Hylander
c/o Progreen US, Inc.
1667 Camino del Rio
South
Suite 312
San Diego, CA 92108
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0
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0
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Ulf Telander (2)
Calle Sierra Nevada 64C
Urb Loma de Marbella
Club
29602 Marbella, Spain
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318,112,754
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21.51
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%
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Frederic Telander (3)
Floragatan 16
SE 11431
Stockholm,
Sweden
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30,303,030
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2.37
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%
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All officers and directors as a group
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55,166,195
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4.32
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%
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Series A Convertible Preferred Stock
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Frederic Telander (3)
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100,000
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10.34
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%
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Ulf Telander (2)
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767,031
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79.32
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%
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Jan Telander (1)
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100,000
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10.34
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%
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Series C Convertible Preferred Stock
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Jan Telander
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51
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100
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%
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(1)
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Mr.
Jan Telander owns an aggregate of 24,863,865 shares common stock directly, and holds 100,000 shares of Series A Convertible
Preferred Stock, convertible into 30,303,030 shares of common stock, at a conversion price of $0.0033 per share. Mr. Telander
has voting power of 1,545,254,741 shares of common stock which the Series C Preferred held by him on all matters upon which
the Company’s holders of common stock are entitled to vote or to which stockholders are entitled to give consent, subject
to limitations set forth in the Certificate of Designation for the Series C Preferred. The table above reflects conversion
of the Series A preferred stock held by Mr. Telander in calculating the percentage of common stock shown as owned by Mr. Telander.
As of April 30, 2015, Mr. Telander had divested himself of all equity interests in EIG Venture Capital Ltd. and its affiliates,
and resigned from all management and governing body positions with companies in this group.
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(2)
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Mr.
Ulf Telander holds 100,000 shares of Series A Convertible Preferred Stock, which votes as and are convertible into, 30,303,030
shares of common stock, at a conversion price of $0.0033 per share. Mr. Telander is the owner of 66% of the equity interests
in and controls EIG Venture Capital Ltd. (“EIG”). EIG owns 84,804,436 shares of common stock directly and is the
sole stockholder of EIG Capital Investments Ltd. and Sofcon, Ltd., which own directly 497,197 and 377,485 shares of the Company’s
common stock, respectively. EIG holds 667,031 shares of Series A Convertible Preferred Stock, which vote as, and are convertible
into, 202,130,606 shares of common stock. EIG’s direct ownership of 85,679,118 shares of common stock and 667,031 shares
of Series A Convertible Preferred Stock is included in Mr. Ulf Telander’s ownership of common stock and Series A Convertible
Preferred Stock as shown in the table. The table above reflects conversion of the Series A Convertible Preferred Stock held
by EIG and Mr. Telander in calculating the number of shares of common stock shown as beneficially owned by Mr. Telander.
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Mr.
Telander is the brother of Jan Telander, CEO of the Company.
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(3)
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Mr.
Frederic Telander holds 100,000 shares of Series A Convertible Preferred Stock, which vote as, and are convertible into, 30,303,030
shares of common stock, at a conversion price of $0.0033 per share. The table above reflects conversion of the preferred stock
held by Frederic Telander in calculating the percentage of common stock shown as owned by him.
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AMENDMENT
TO OUR COMPANY’S CERTIFCATE OF INCORPORATION
Increase
in Authorized Common Stock
As
of the record date, there were shares
of Common Stock issued and outstanding, in the capital of our Company. Each share of our company’s Common Stock is entitled
to one vote. The board of directors of the Company on April 5, 2019, adopted a resolution approving and recommending to the Company’s
stockholders for their approval an amendment to the Company’s Certificate of Incorporation to provide for an increase of
the number of shares of Common Stock that the Company is authorized to issue from 1,250,000,000 to 3,000,000,000, and the Majority
Stockholder approved the Authorized Share Increase on April 5, 2019. The board of directors recommends the proposed increase in
the authorized number of shares of Common Stock since the Company’s has its remaining 3,216,985 authorized shares reserved
for issuance to convertible note holders and therefore not available for issuances for any corporate purposes, including (i) to
provide for conversion shares for our convertible preferred stock and convertible debt outstanding at the date of this Information
Statement; (ii) to raise additional capital for the operations of the Company; and (iii) to make options and shares available
to employees, future non-employee directors and consultants of the Company as an incentive for services provided to the Company.
Holders of the Company’s Common Stock do not have preemptive rights.
As
of April 1, 2019, with 1,250,000,000 shares of Common Stock authorized, we had 1,246,783,015 shares of Common Stock issued and
outstanding. The Company has reserved the 3,216,985 unissued shares of Common Stock for possible issuance for issuance upon conversion
of shares of convertible notes; accordingly -0- shares are available for issuance for any other purpose.
The
price of our Common Stock in the over-the-counter market on April 1, 2019, closed at $0.0019. There are currently no set
plans or arrangements relating to the possible issuance of any additional shares of Common Stock except for the issuance of shares
under the terms of Series A, the outstanding convertible notes, warrants and for obligations to previous equity investors. We
are not party to any agreements or understandings regarding any acquisitions, nor are any acquisitions under negotiation.
EFFECTIVENESS
OF PROPOSED AMENDMENT
The
amendment authorizing the increase in our Common Stock will not become effective until (i) we file the Information Statement with
the Securities and Exchange Commission, (ii) at least 20 days after we deliver the Information Statement to our stockholders of
record, and (iii) the Certificate of Amendment has been accepted for filing by the Secretary of State of the State of Delaware.
DISSENTERS’
RIGHTS
Pursuant
to the
General Corporation Law
of the State of Delaware, stockholders of our Common Stock are not entitled to dissenters’
rights of appraisal with respect to the authorization of the increase in our authorized Common Stock.
FINANCIAL
AND OTHER INFORMATION
For
more detailed information on our Company, including financial statements, you may refer to our Form 10-K and other periodic reports
filed with the Securities and Exchange Commission from time to time. Copies are available on the Securities and Exchange Commission’s
EDGAR database located at www.sec.gov.
Pursuant
to the requirements of the Securities Exchange Act of 1934, Progreen US, Inc. has duly caused this Information Statement to be
signed by the undersigned hereunto authorized.
April
__ , 2019
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PROGREEN
US, INC.
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By:
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/s/
Jan Telander
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Jan
Telander
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President
and Chief Executive Officer
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EXHIBIT
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
PROGREEN
US, INC.
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, Progreen US, Inc. (the “corporation”), a corporation
organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:
FIRST:
That
the Board of Directors of the corporation on April 5, 2019, adopted resolutions proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the corporation:
RESOLVED,
that the Board of Directors declares advisable, and recommends to the stockholders for adoption, the following amended Article
FOURTH to replace, in its entirety, the Article FOURTH of the corporation’s Certificate of Incorporation:
“FOURTH:
The total number of shares of stock which the corporation shall have authority to issue is Three Billion Ten Million (3,010,000,000),
of which Three Billion (3,000,000,000) are Common Stock, par value $0.0001 per share (“
Common Stock
”), and
Ten Million (10,000,000) are Preferred Stock, par value $0.0001 per share (“
Preferred Stock
”).”
SECOND:
That said Amendment were duly adopted in accordance with the provisions of Section 242 and Section 228 of the General Corporation
Law of Delaware.
IN
WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its
President this ____ day of ______, 2019.
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Progreen
US, Inc.
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By:
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President
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