UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A PROXY
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary Proxy 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
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Materials Pursuant to
§ 240.14a-12
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POINT
CAPITAL, INC.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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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(2)
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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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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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POINT
CAPITAL, INC.
1086
Teaneck Road, Suite 3A
Teaneck,
New Kersey 07666
PROXY
STATEMENT
Dear
Stockholders:
This
Proxy Statement (“Proxy Statement”) is being furnished to holders of outstanding shares of the Company’s voting
securities, at the close of business on April __, 2019 of Point Capital, Inc., a Delaware corporation (“Point Capital”
or the “Company”), with respect to certain corporate actions of the Company. This Proxy Statement is first being mailed
or furnished to the stockholders of the Company on or about April __, 2019.
The
purpose of this Proxy Statement is to notify stockholders of the Company that the Company is soliciting your vote in order to
change the name of the Company to “Uppercut Brands, Inc.”
ONLY
THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON APRIL __, 2019 ARE ENTITLED TO NOTICE OF THE PROXY AS IT RELATES TO THE
PROPOSED CORPORATE ACTION. UPON APPROVAL OF STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANY’S SHARES OF VOTING CAPITAL
STOCK ENTITLED TO VOTE ON THE ACTIONWILL BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY. THIS
ACTION IS EXPECTED TO BE EFFECTIVE ON A DATE IMMEDIATELY FOLLOWING APPROVAL OF THE SHAREHOLDERS.
The
Company’s board of directors is soliciting your proxy. This Proxy Statement is being furnished to you to inform you of the
matters described herein in compliance with Regulation 14A of the Securities Exchange Act of 1934, as amended. The Company has
asked brokers and other custodians, nominees and fiduciaries to forward this Proxy Statement to the beneficial owners of the Common
Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
T
herefore, I urge you to promptly vote and submit your proxy via the Internet, by phone,
or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting,
you will be able to vote in person, even if you have previously submitted your proxy.
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BY ORDER OF THE BOARD OF DIRECTORS
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By:
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/s/
Eric Weisblum
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Eric Weisblum
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Chief Executive Officer and Chairman
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April
__, 2019
POINT
CAPITAL, INC.
1086
Teaneck Road, Suite 3A
Teaneck,
New Kersey 07666
PROXY
STATEMENT
This
proxy statement (“Proxy Statement”) is being furnished to holders of outstanding shares of the Company’s voting
securities at the close of business on April __, 2019 of
Point Capital, Inc.
, a Delaware
corporation (“Point Capital” or the “Company”), with respect to certain corporate actions of the Company.
This Proxy Statement is first being mailed or furnished to the stockholders of the Company on or about April __, 2019.
ABOUT
THIS PROXY STATEMENT
What
is the purpose of this Proxy Statement?
This
Proxy Statement is being provided pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to notify stockholders of the Company, as of the close of business on April __, 2019 (the “Record Date”),
of the corporate actions expected to be taken pursuant to the approval of a majority of shareholders of the Company. Upon the
approval of a number of Shareholders holding greater than fifty percent (50%) of the Company’s Common Stock the Company
will take such action to amend the articles of incorporation to change the name of the Company from Point Capital, Inc. to Uppercut
Brands, Inc. (the “Action”). In order to eliminate the costs and management time involve in holding a special meeting,
and in order to effect the corporate action as soon as possible, the Company decided to seek written consent of the stockholders
holding a majority of the voting power of the Company in accordance with Delaware Law and the Bylaws of the Company.
Who
is entitled to notice?
Each
holder of outstanding shares of the Company’s voting securities on the Record Date will be entitled to notice of the Proposed
Action.
On
what corporate matters are you entitled to vote?
The
stockholders are voting on the following proposition:
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For
the change of the Company’s name to Uppercut Brands, Inc.
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What
vote is required to approve the Action?
The
General Corporation Laws of the State of Delaware (the ”
DGCL
”) provide that a company may not change its name
unless it receives the approval of the holders of a majority of its outstanding voting securities. Section 2(a)(42) of the 1940
Act provides that the vote of a majority of the outstanding voting securities of a company means the vote, at the annual or a
special meeting of the security holders of such company duly called, (i) of 67% or more of the voting securities present at such
meeting, if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy;
or (ii) of more than 50% of the outstanding voting securities of such company, whichever is the lesser. Therefore, the Company
is requesting the consent of a majority of the shareholders to undertake the Action.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially based on
23,382,540 shares of Common Stock issued and outstanding and 4,000 shares of Series A Preferred Stock issued and outstanding as
of the Record Date by: (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding
common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating
to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each
person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these
rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the
power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting
of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to
be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he
or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The
percentages below are calculated based on 23,382,540 shares of Common Stock and 4,000 shares of Series A Preferred Stock issued
and outstanding as of April 12, 2019, the Record Date. Except for the Series A Preferred Stock, we do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise
indicated, the address of each person listed is c/o Point Capital, Inc., 1086 Teaneck Road, Suite 3A, Teaneck, New Jersey 07666.
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Shares of Common Stock
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Percent of Common Stock
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Shares of Series A Preferred Stock
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Percent of Series A Preferred Stock
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Total Voting Rights
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Eric Weisblum, CEO and director
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0
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0.0
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%
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0
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0.0
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%
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0.0
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%
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Van E. Parker, Director
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0
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0.0
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%
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0
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0.0
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%
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0.0
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%
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Leonard Schiller, Director
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500,000
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2.14
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%
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0
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0.0
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%
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1.97
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%
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Joel A. Stone, Director
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1,000,000
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4.28
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0
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0.0
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%
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3.94
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%
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Directors and Officers as a group (5 persons)
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1,500,000
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6.42
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%
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0
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0.0
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%
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5.91
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%
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Whalehaven Capital Fund Limited (1)
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3,171,088
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13.56
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%
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0
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0.0
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%
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12.49
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%
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Alpha Capital Anstalt (2)(3)
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616,011
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2.63
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%
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4,000
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100
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%
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10.31
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%
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Blind Faith Concepts, Inc.
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2,000,000
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8.55
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%
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0
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0
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%
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7.88
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(1)
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Michael
Finkelstein has voting and dispositive power as to the shares held by Whalehaven Capital Fund Limited.
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(2)
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Konrad
Ackerman has voting and dispositive power as to the shares held by Alpha Capital Anstalt. The address of Alpha Capital Anstalt
is Pradafut 7 Furstentums 1490 Vaduz Liechtenstein C4 99999.
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(3)
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Alpha
Capital Anstalt holds 4,000 shares of Series A Preferred Stock, representing the total number issued and outstanding as of
the Record Date. Each share of Series A Preferred Stock is convertible by the holder at any time into 500 shares
of common stock and votes on an as-converted basis, representing the voting power of 2,000,000 shares of common stock.
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ACTION
AMENDMENT
TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE NAME OF THE COMPANY TO UPPERCUT BRANDS, INC.
On
April 12, 2019, the Company’s board of directors adopted a resolution declaring it advisable to amend the Company’s
articles of incorporation to change the Company’s name to Uppercut Brands, Inc. Upon consent of a majority of the shareholder
entitled to vote approving the Action, the Company shall take such steps to file Articles of Amendment with the state of Delaware.
A copy of the Articles of Amendment is attached as Appendix A hereto.
Purpose
of the Action
The
purpose of the change of the Company’s name to Uppercut Brands, Inc. is to increase marketability and future branding opportunities.
There are several strategic considerations in selecting Uppercut Brands, Inc. as the new Company name, including, but not limited
to:
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Building
the Company Name on a Key Attribute
. In consideration of the entry of the Company
into branding within the unisex footwear industry and its withdrawal and the Company’s
election to no longer be deemed a “Business Development Company” as defined
by the Investment Company Act of 1940, as amended, incorporating the term “brand,”
“brands,” or “branding” speaks to a key attribute of the Company’s
brand ambassador program and future branding ventures.
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Using
a Metaphor to Evoke the Features of the Company.
An uppercut is a power punch
used in boxing that travels along a vertical line at an opponent’s chin or solar
plexus and is often used to initiate or complete combinations of multiple strikes. The
uppercut is a metaphor for the ways the Company strives to distinguish itself as relevant,
competitive, and highly motivated in the branding space.
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Basing
the Business Name on Positive Connotations.
The term uppercut connotes proximity
of action, immediacy of response, and fierceness. These are positive attributes to be
expected from our business partners and our customers and the strategic name change reflects
that benefit.
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Effective
Date of the Amendment
The
Articles of Amendment of the Company will become effective upon the filing of the certificate of amendment to the Company’s
articles of incorporation with Secretary of State of the State of Delaware.
Risks
to Stockholders of a Name Change
By
changing the Company’s name to Uppercut Brands, Inc., the Company will no longer be called Point Capital, Inc. The following
factors, all of which will incur some expense in their execution, should be noted in light of this change:
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Domain
Names.
We would be required to change our website, domain names, and email to
reflect the new Company Name.
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Promotional
Materials.
We would have to develop and distribute new promotional materials
to reflect the new Company Name and its respective branding.
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Changes
to Name Recognition
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Customers and investors who are familiar with Point
Capital, Inc., including but not limited to investors on OTC Markets may not initially
recognize the new Company Name, especially if they do not search for the company by its
stock symbol “PTCI.” Furthermore, the Board of Directors has authorized that
upon approval by FINRA, the Company shall change its trading symbol on OTCMarkets.
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Update
Business Contracts, Documents, and Agreements
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In addition to leases, joint ventures
and contracts, we hold various trademarks and intellectual properties, among other things.
We will need to revisit and update these contracts, titles, and agreements to reflect
the name change.
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Dissenters’
Right of Appraisal
Under
Delaware law and the Company’s articles of incorporation and bylaws no stockholder is entitled to appraisal of or payment
for their shares of Common Stock pursuant to the Action.
No
Meeting of Stockholders Required
The
Company is soliciting written consent with regard to the Action. Under Delaware Law and the Bylaws of the Company, the shareholder
may take action without special meeting upon written consent of the majority of the shareholders entitled to vote.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
None.
PROPOSALS
BY SECURITY HOLDERS
No
security holder has requested the Company to include any additional proposals in this Proxy Statement.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No
officer, director or director nominee of the Company has any substantial interest in the matters to be acted upon, other than
his role as an officer, director or director nominee of the Company. No director of the Company has informed the Company that
he intends to oppose the proposed actions to be taken by the Company as set forth in this Proxy Statement.
ADDITIONAL
INFORMATION
The
Company files reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly
reports, as well as other information the Company is required to file pursuant to securities laws. You may read and copy materials
the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders sharing an address unless the Company received contrary
instructions from one or more of the security holders. The Company shall deliver promptly, upon written or oral request, a separate
copy of the Proxy Statement to a security holder at a shared address to which a single copy of the document was delivered. A security
holder can notify the Company that the security holder wishes to receive a separate copy of the Proxy Statement by sending a written
request to the Company at 1086 Teaneck Road, Suite 3A, Teaneck, New Jersey 07666, or by calling us at (201) 408-5126. A security
holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address
for all future information statements, proxy statements and annual reports.
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BY ORDER OF THE BOARD OF DIRECTORS
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By:
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/s/
Eric Weisblum
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Eric Weisblum
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Chief Executive Officer and Chairman
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April __, 2019
APPENDIX
A
STATE
OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
The
corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST:
That at a meeting of the Board of Directors of
Point Capital, Inc
. resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting
of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST”
so that, as amended, said Article shall be and read as follows:
The
name of the Corporation is: Uppercut Brands, Inc.
SECOND:
That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was
duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which
meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN
WITNESS WHEREOF, said corporation has caused this certificate to be signed this _____ day of April 2019.
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By:
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/s/ Eric Weisblum
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Eric Weisblum
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Chief Executive Officer and Chairman
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REVOCABLE PROXY
POINT CAPITAL, INC.
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Written
Consent of Shareholders
This Proxy is solicited
on behalf of the Board of Directors.
The undersigned hereby
votes for the proposal to change the name of the Company to Uppercut Brands, Inc. and authorizes the Board of Directors to take
such action with the state of Delaware to effect an amendment to the articles of incorporation immediately upon receipt of proxies
or consents otherwise representing a majority of the voting interests of the Company.
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I, the undersigned, do hereby cast my vote:
___ FOR ___ AGAINST
the proposal to change the name of the Company
to
Uppercut Brands, Inc., effective
immediately upon receipt proxies and/or consents representing a majority of the voting interests of the Company.
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Please
be sure to date and sign
this proxy card in the box below.
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PLEASE
BE ADVISED THAT THIS PROXY MAY BE VOTED BY DELIVERING A SIGNED COPY WITH YOUR VOTE TO ADMIN@EILERSLAWGROUP.COM
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THIS PROXY, WHEN PROPERLY EXECUTED AND DELIVERED, WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL OF THE
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Sign above Co-holder
(if any) sign above Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If shares are held jointly, each holder should sign.
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DIRECTOR NOMINEES AND FOR PROPOSAL. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN
THE DISCRETION OF THE NAMED PROXIES ON ANY OTHER MATTER THAT MAY COME THE MEETING.
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Detach above card, sign, date and mail in postage paid envelope provided.
POINT CAPITAL, INC.
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This
proxy may be revoked at any time before it is voted by: (i) filing with the Secretary of Point Capital, Inc. at or before the receipt
of a majority vote in favor of the action; or (ii) duly executing a subsequent proxy relating to the same shares and delivering
it to the Secretary of Point Capital, Inc. at or before the receipt of a majority vote in favor of the action. If this proxy is
properly revoked as described above, then the power of such attorneys and proxies shall be considered terminated and of no further
force and effect.
The
undersigned acknowledges receipt from Point Capital, Inc. , prior to the execution of this proxy, of a Proxy Statement.
PLEASE PROMPTLY
COMPLETE, SIGN AND EMAIL TO ADMIN@EILERSLAWGROUP.COM
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If
your address has changed, please correct the address in the space provided below and return this portion of the proxy via email.