GREEN HYGIENICS HOLDINGS INC.
13795 Blaisdell Place, Suite 202
Poway, CA 92064
1-855-802-0299
Copies of correspondence to:
James B. Parsons
Parsons/Burnett/Bjordahl/Hume, LLP
2155 112
th
Ave NE
Bellevue, WA 98004
(425) 451-8036
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING
Date of Mailing: June 4, 2019
TO THE STOCKHOLDERS OF GREEN HYGIENICS HOLDINGS INC.:
The attached Information Statement is furnished by the Board of Directors (the “Board”) of Green Hygienics Holdings,
Inc. (the “Company,” “we” or “us”). The Company, a Nevada corporation, is a public company registered with the Securities and Exchange Commission.
On May 9, 2019, a majority of the stockholders holding 22,512,320 shares of $0.001 par value common stock (“Common
Stock”), or approximately 65%, of our voting power, consented in writing to amend the Company’s Articles of Incorporation (the “Articles of Amendment”). This consent was sufficient to approve the Articles of Amendment under Nevada law and our
Articles of Incorporation. The attached Information Statement describes the Articles of Amendment that the common stockholders of the Company have approved, which will increase the Company’s authorized shares of common stock to 395,000,000
shares from 375,000,000 shares, of which 375,000,000 will be common stock, and 20,000,000 will be preferred stock, with right and preferences set by the Board of Directors. The Articles of Amendment will become effective upon filing with the
Nevada Secretary of State, which can occur no earlier than twenty (20) calendar days after the filing and dissemination of the Definitive Information Statement.
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS 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.
There are no stockholder dissenters’ or appraisal rights in connection with any of the matters discussed in this
Information Statement.
Please read this Notice and Information Statement carefully and in its entirety. It describes the terms of the
actions taken by the stockholders.
Although you will not have an opportunity to vote on the approval of the Articles of Amendment, this Information
Statement contains important information about the Articles of Amendment.
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By Order of the Board of Directors
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Ron Loudoun, President
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF INFORMATION STATEMENT MATERIALS IN CONNECTION WITH THIS NOTICE OF
STOCKHOLDER ACTION BY WRITTEN CONSENT:
GREEN HYGIENICS HOLDINGS, INC.
13795 Blaisdell Place, Suite 202
Poway, CA 92064
1-855-802-0299
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the stockholders of Green Hygienics Holdings, Inc., a Nevada
corporation (the “Company,” “we” or “us”), to advise them of the corporate actions that have been authorized by written consent of a majority of the Company’s stockholders, who own Common Stock with approximately 65% of the Company’s power as of
the record date of June 4, 2019 (the “Record Date”). These actions are being taken without notice, meetings or votes in accordance with Article 78 of the Nevada Revised Statutes (NRS), the Company’s Articles of Incorporation and its Bylaws. This
Information Statement is being mailed to the stockholders of the Company, as of the Record Date, on June 4, 2019.
On May 9, 2019, the Board of Directors approved, and recommended to the stockholders for approval, an amendment to the
Company’s Articles of Incorporation (the “Articles of Amendment”) that will increase the Company’s authorized shares of common stock to 395,000 shares from 375,000,000 shares, of which 375,000,000 will be common stock and 20,000,000 will be
preferred stock, with right and preference set by the Board of Directors. The full text of the Articles of Amendment is attached to this Information Statement as Appendix A.
On May 9, 2019, a majority of the stockholders holding 22,512,320 shares of Common Stock, or approximately 65% of our
voting power, consented in writing to the Articles of Amendment. This consent was sufficient to approve the Articles of Amendment under Nevada law.
NO VOTE REQUIRED
We are not soliciting consents to approve the Articles of Amendment. Nevada law and our Articles of Incorporation
permit the Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the shares of its Common Stock sign and deliver a written consent to the action to
the Company.
NO APPRAISAL RIGHTS
Under Nevada corporate law, stockholders have no appraisal or dissenters’ rights in connection with the Articles of
Amendment.
INTERESTS OF CERTAIN PARTIES IN THE MATTERS TO BE ACTED UPON
None of the directors or executive officers of the Company has any substantial interest resulting from the Articles of
Amendment that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
COST OF THIS INFORMATION STATEMENT
The entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock held of record by them.
HOUSEHOLDING OF STOCKHOLDER MATERIALS
In some instances we may deliver only one copy of this Information Statement to multiple stockholders sharing a common
address. If requested by phone or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder. Requests should be directed to our president, Ron Loudoun, 13795 Blaisdell Place, Suite 202,
Poway, CA 92064, 1-855-802-0299. Stockholders sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the above address.
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK.
General
Our Articles of Incorporation currently authorizes 375,000,000 shares of stock, all of which are common stock.
On May 9, 2019 the Board of Directors and the consenting stockholders, approved the filing of an amendment to our
Articles of Incorporation to increase the authorized shares of common stock to 395,000,000 shares from 375,000,000 shares (the “Amendment”), of which 375,000,000 will common stock and 20,000,000 will preferred stock with rights and preferences
set by the Board of Directors.
Reasons for the Increase in Authorized Shares of Common Stock
Our Articles of Incorporation presently authorize 375,000,000 shares of common stock. As of March 10, 2019, there
were 34,707,835 shares of common stock outstanding. In order to provide funding for the Company’s operations and development program, it will be necessary to issue additional shares of common stock, or preferred shares that are convertible into
common stock. The increase in the Company’s authorized shares to 395,000,000 shares from 375,000,000 shares is intended to provide adequate authorized shares to cover the Company’s potential acquisition needs for at least the next 12 months.
The Board of Directors believes that the authorization of shares of Preferred Stock is also desirable because it will
provide the Company with increased flexibility of action to meet future working capital and capital expenditure requirements through equity financings without the delay and expense ordinarily attendant on obtaining further shareholder approvals.
The Board of Directors believes that the authorization of preferred stock will improve the Company's ability to attract needed investment capital, as various series of the Preferred Stock may be customized to meet the needs of any particular
transaction or market conditions.
Principal Effects of the Increase in Authorized Shares of Preferred Stock
The shares of Preferred Stock authorized pursuant to the Amendment could be issued, at the discretion of the Board,
for any proper corporate purpose, without further action by the shareholders other than as may be required by applicable law. Existing shareholders do not have preemptive rights with respect to future issuance of Preferred Stock by the Company
and their interest in the Company could be diluted by such issuance with respect to any of the following: earnings per share, voting, liquidation rights and book and market value.
The Board of Directors will have the power to issue the shares of Preferred Stock in one or more classes or series
with such preferences and voting rights as the Board of Directors may fix in the resolution providing for the issuance of such shares. The issuance of shares of Preferred Stock could affect the relative rights of the Company's shares of Common
Stock. Depending upon the exact terms, limitations and relative rights and preferences, if any of the shares of Preferred Stock as determined by the Board of Directors at the time of issuance, the holders of shares of Preferred Stock may be
entitled to a higher dividend rate than that paid on the Common Stock, a prior claim on funds available for the payment of dividends, a fixed preferential payment in the event of liquidation and dissolution of the Company, redemption rights,
rights to convert their shares of Preferred Stock into shares of Common Stock, and voting rights which would tend to dilute the voting control of the Company by the holders of shares of Common Stock. Depending on the particular terms of any
series of the Preferred Stock, holders thereof may have significant voting rights and the right to representation on the Company's Board of Directors. In addition, the approval of the holders of shares of Preferred Stock, voting as a class or as
a series, may be required for the taking of certain corporate actions, such as mergers.
Possible Anti-Takeover Effects of Authorization of Blank Check Preferred Stock
The issuance of shares of Preferred Stock may have the effect of discouraging or thwarting persons seeking to take
control of the Company through a tender offer, proxy fight or otherwise or seeking to bring about removal of incumbent management or a corporate transaction such as a merger. For example, the issuance of shares of Preferred Stock in a public or
private sale, merger or in a similar transaction may, depending on the terms of the series of Preferred Stock dilute the interest of a party seeking to take over the Company. Further, the authorized Preferred Stock could be used by the Board of
Directors for adoption of a shareholder rights plan or "poison pill."
The Amendment was not proposed in response to, or for the purpose of deterring, any effort to obtain control of the
Company or as an anti-takeover measure. It should be noted that any action taken by the Company to discourage an attempt to acquire control of the Company might result in shareholders not being able to participate in any possible premiums which
might be obtained in the absence of anti-takeover provisions. Any transaction which may be so discouraged or avoided could be a transaction that the Company's shareholders might consider to be in their best interests. However, the Board of
Directors has a fiduciary duty to act in the best interests of the Company's shareholders at all times.
Effective Date
Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Amendment shall be
effective twenty (20) days after this Information Statement is mailed to stockholders of the Company. We anticipate the effective date to be on or about June 4, 2019.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of May 13, 2019, with respect to the holdings of (1) each
person who is the beneficial owner of more than 5% of our common stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.
Beneficial ownership of the common stock is determined in accordance with the rules of the Securities and Exchange
Commission and includes any shares of common stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days of July 31, 2018. Except as otherwise
indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. Applicable percentage ownership in the following table is based on 34,707,835 shares of
common stock outstanding as July 31, 2018 plus, for each individual, any securities that individual has the right to acquire within 60 days of July 31, 2018.
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Title of Class
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Name and Address
of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percentage of
Common Stock
(1)
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Common
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Alita Capital Inc.
(2)
1878 Camino Verde Lane
Las Vegas, NV
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22,512,320
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64.862%
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Common
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Matthew Dole
8540 Lyndora Street
Downey, CA
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188,791
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0.005%
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Total
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22,701,111
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64.872%
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(1)
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A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.
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(2)
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Ron Loudoun, CEO, President and Director of the Company, is the controlling shareholder of Alita Capital, Inc.
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Securities Authorized for Issuance under Equity Compensation Plans
None
(b)
Changes in Control
We know of no arrangements which may at a subsequent date result in a change in control of the Company.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement may contain “forward-looking statements.” All statements other than statements of
historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, and any
statement of assumptions underlying any of the foregoing. These statements may contain words such as “expects,” “anticipates,” “plans,” “believes,” “projects,” and words of similar meaning. These statements relate to our future business and
financial performance.
Actual outcomes may differ materially from these statements. The risks listed in this Information Statement as well as
any cautionary language in this Information Statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from any expectations we describe in our forward-looking statements. There may be
other risks that we have not described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of the forward-looking statements contained in this Information Statement. We caution you
not to rely upon any forward-looking statement as representing our views as of any date after the date of this Information Statement. You should carefully review the information and risk factors set forth in other reports and documents that we
file from time to time with the SEC.
ADDITIONAL INFORMATION
This Information Statement should be read in conjunction with certain reports that we previously filed with the SEC,
including our:
* Annual Report on Form 10-K for the fiscal year ended July 31, 2018 and
* Quarterly Reports on Form 10-Q for the periods ended October 31, 2018 and January 31, 2019.
The reports we file with the SEC and the accompanying exhibits may be inspected without charge at the Public Reference
Section of the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such materials may also be obtained from the SEC at prescribed rates. The SEC also maintains a Web site that contains reports, proxy and information statements and
other information regarding public companies that file reports with the SEC. Copies of the Reports may be obtained from the SEC’s EDGAR archives at http://www.sec.gov. We will also mail copies of our prior reports to any stockholder upon written
request.
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By Order of the Board of Directors
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Ron Loudoun, President
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Poway, CA
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May 14, 2019
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APPENDIX A
Capital Stock.
The aggregate number of shares that the Corporation will have authority to issue is Three Hundred Eighty-Five Million
(385,000,000) of which Three Hundred Seventy-Five Million (375,000,000) shares will be common stock, with a par value of $.001 per share, and Ten Million (10,000,000) shares will be preferred stock, with a par value of $.001 per share.
The Preferred Stock may be divided into and issued in series. The Board of Directors of the Corporation is authorized
to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation is
authorized, within any limitations prescribed by law and this Article, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock including but not limited to
the following:
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The rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from
which any dividends shall accrue;
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b.
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Whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;
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The amount payable upon shares in the event of voluntary or involuntary liquidation;
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Sinking fund or other provisions, if any, for the redemption or purchase of shares;
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The terms and conditions on which shares may be converted, if the shares of any series are issued with the
privilege of conversion;
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f.
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Voting powers, if any, provided that if any of the Preferred Stock or series thereof shall have voting
rights, such Preferred Stock or series shall vote only on a share for share basis with the Common Stock on any matter, including but not limited to the election of directors, for which such Preferred Stock or series has such rights;
and,
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g.
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Subject to the foregoing, such other terms, qualifications, privileges, limitations, options, restrictions,
and special or relative rights and preferences, if any, of shares or such series as the Board of Directors of the Corporation may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.
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The Corporation shall not declare, pay or set apart for payment any dividend or other distribution (unless payable
solely in shares of Common Stock or other class of stock junior to the Preferred Stock as to dividends or upon liquidation) in respect of Common Stock, or other class of stock junior to the Preferred Stock, nor shall it redeem, purchase or
otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of Preferred Stock for the current period (and in the case of cumulative dividends, if any, for all past periods) have been paid,
are being paid or have been set aside for payment, in accordance with the terms of the Preferred Stock, as fixed by the Board of Directors.
In the event of the liquidation of the Corporation, holders of Preferred Stock shall be entitled to receive, before
any payment or distribution on the Common Stock or any other class of stock junior to the Preferred Stock upon liquidation, a distribution per share in the amount of the liquidation preference, if any, fixed or determined in accordance with the
terms of such Preferred Stock plus, if so provided in such terms, an amount per share equal to accumulated and unpaid dividends in respect of such Preferred Stock (whether or not earned or declared) to the date of such distribution. Neither the
sale, lease or exchange of all or substantially all of the property and assets of the Corporation, nor any consolidation or merger of the Corporation, shall be deemed to be a liquidation for the purposes of this Article.