THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THE ACTION DESCRIBED IN THIS INFORMATION STATEMENT HAS BEEN CONSENTED TO BY THE HOLDERS OF A MAJORITY OF THE SHARES OF
THE COMPANY’S VOTING STOCK.
THE
COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
GENERAL
INFORMATION
In
this Information Statement we refer to Quest Solution, Inc., a Delaware corporation, as the “Company,” “we,”
“us,” or “our.”
The
Information Statement is furnished in connection with an action by written consent (the “Written Consent”) of shareholders
of the Company owning 38,101,454 shares of our Common Stock and 4,526,000 shares of our Preferred Stock, totaling 42,627,454 voting
shares, or approximately 51.12% of the Company’s total voting stock (the “Majority Shareholders”). The actions
taken by the Written Consent will not become effective until at least 20 calendar days after the Information Statement is sent
or given to our shareholders in accordance with the requirements of the rules of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Majority Shareholders fully executed the Written Consent on September 16, 2019 (the “Record
Date”).
Pursuant
to the Written Consent, the Majority Shareholders authorized the Board to effectuate a reverse split of the Company’s Common
Stock, by a ratio of not less than one (1) for five (5) and not more than one (1) for twenty (20), (the “Reverse Split”)
and the Board has adopted a resolution approving the Reverse Split with a ratio of one (1) for twenty (20) (the “Ratio”).
This
Information Statement contains a brief summary of the material aspects of the Reverse Split.
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the Record Date, the Company’s authorized capitalization consisted of 200,000,000 shares of Common Stock, of which 78,560,226
are issued and outstanding, and 25,000,000 shares of Preferred Stock, of which 4,828,530 shares of Series C Preferred Stock are
issued and outstanding.
Each
share of common stock entitles its holder to one vote on each matter submitted to the shareholders, and each share of Preferred
Stock entitles its holder to one (1) vote on each matter submitted to the shareholders.
We
received the written consent of the holders of 38,101,454 issued and outstanding shares of Common Stock and 4,526,000 shares of
our Preferred Stock, representing approximately 51.12% of the votes entitled to be cast.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the Reverse Split will not be implemented until a date at
least 20 days after the date on which this Information Statement has been mailed to the shareholders. The Company anticipates
that the Reverse Split will be effected on or about the close of business on October 22, 2019.
ACTION
TO
AUTHORIZE THE BOARD OF DIRECTORS TO
EFFECTUATE
THE REVERSE SPLIT OF COMMON STOCK
The
Majority Shareholders have adopted a resolution permitting the Board to effectuate a reverse split (the “Reverse Split”)
of the Company’s common stock, par value $0.001 per share, (the “Common Stock”), by a ratio of not less than
one (1) for five (5) and not more than one (1) for twenty (20) (the “Range”), with the exact ratio to be set at a
whole number within the Range as determined by the Board in its sole discretion, and the Board has adopted a resolution approving
the Reverse Split with the ratio of one (1) for twenty (20) (the “Ratio”).
The
Board reserves the right to elect to abandon the Reverse Split if it determines, in its sole discretion, that the Reverse Split
is no longer in the best interests of the Company and its shareholders. Any fractional shares will be rounded up to the next whole
number.
Background
and Reasons for the Reverse Split; Potential Consequences of the Reverse Split
The
Board is effectuating a Reverse Split, with the approval of a majority of the Company’s voting shareholders, with the primary
intent of increasing the market price of the Company’s Common Stock to make the Common Stock more attractive to a broader
range of institutional and other investors, as well as the Company seeking to uplist to a national securities exchange. In addition
to potentially increasing the market price of the Common Stock, the Reverse Split would also reduce certain costs, as discussed
below. Accordingly, for these and other reasons discussed below, the Company believes that effecting the Reverse Split is in the
Company’s and the Company’s shareholders’ best interests.
The
Board believes that an increased stock price may encourage investor interest and improve the marketability of the Common Stock
to a broader range of investors, and thus enhance liquidity. Because of the trading volatility often associated with low-priced
stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing
in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Additionally,
because brokers’ commissions on lower-priced stocks generally represent a higher percentage of the stock price than commissions
on higher-priced stocks, the current share price of the Common Stock can result in an individual stockholder paying transaction
costs that represent a higher percentage of total share value than would be the case if the share price of the Common Stock were
substantially higher. This factor may also limit the willingness of institutions to purchase the Common Stock. The Board believes
that the anticipated higher market price resulting from the Reverse Split could enable institutional investors and brokerage firms
with such policies and practices to invest in the Common Stock. The Board also believes that the reverse stock split may facilitate
the future uplisting of our common stock to a national securities exchange. There can be no assurance given however that our common
stock will be uplisted to a national securities exchange or that any of the other anticipated effects of the reverse stock split
will occur.
Although
the Company expects the Reverse Split will result in an increase in the market price of the Common Stock, the Reverse Split may
not increase the market price of the Common Stock in proportion to the reduction in the number of shares of the Common Stock outstanding
or result in a permanent increase in the market price, which is dependent upon many factors, including the Company’s performance,
prospects and other factors detailed from time to time in its reports filed with the Securities and Exchange Commission. The history
of similar reverse stock splits for companies in like circumstances is varied. If the Reverse Split is effectuated and the market
price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall
market capitalization may be greater than would occur in the absence of a reverse stock split.
Effect
of the Reverse Split on Holders of Outstanding Common Stock
Based
on 78,560,226 shares of Common Stock issued and outstanding as of September 16, 2019, immediately following the Reverse Split,
the Company would have approximately 3,928,011 shares of Common Stock issued and outstanding at the Ratio of one (1) for twenty
(20).
The
Reverse Split will affect all holders of the Company’s Common Stock uniformly and will not affect any shareholder’s
percentage ownership interest in the Company, except that as described below in “Fractional Shares,” record holders
of Common Stock otherwise entitled to a fractional share as a result of the Reverse Split will be rounded up to the next whole
number. In addition, the Reverse Split will not affect any shareholder’s proportionate voting power (subject to the treatment
of fractional shares).
The
Reverse Split may result in some shareholders owning “odd lots” of less than 100 shares of Common Stock. Odd lot shares
may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher
than the costs of transactions in “round lots” of even multiples of 100 shares.
After
the effective time of the Reverse Split, the Company’s Common Stock will have a new Committee on Uniform Securities
Identification Procedures (CUSIP) number, which is a number used to identify the Company’s equity securities, and stock
certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following
the procedures described below. After the Reverse Split, the Company will continue to be subject to the periodic reporting and
other requirements of the Exchange Act. The Common Stock will continue to be quoted on the OTCQB, subject to any decision of the
Company’s Board to list the Company’s securities on a stock exchange.
Authorized
Shares of Common Stock
The
Reverse Split will not change the number of authorized shares of the Common Stock under the Company’s Certificate of Incorporation.
Because the number of issued and outstanding shares of Common Stock will decrease, the number of shares of Common Stock remaining
available for issuance will increase. Under the Company’s Certificate of Incorporation, the Company’s authorized capital
stock consists of 200,000,000 shares of Common Stock and 25,000,000 shares of “blank check” preferred stock, par value
$0.001.
By
increasing the number of authorized but unissued shares of Common Stock, the Reverse Split could, under certain circumstances,
have an anti-takeover effect, although this is not the intent of the Board. For example, it may be possible for the Board to delay
or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares to be issued
to holders who might side with the Board in opposing a takeover bid that the Board determines is not in the best interests of
the Company or its shareholders. The Reverse Split therefore may have the effect of discouraging unsolicited takeover attempts.
By potentially discouraging initiation of any such unsolicited takeover attempts the Reverse Split may limit the opportunity for
the Company’s shareholders to dispose of their shares at the higher price generally available in takeover attempts or that
may be available under a merger proposal. The Reverse Split may have the effect of permitting the Company’s current management,
including the current Board, to retain its position, and place it in a better position to resist changes that shareholders may
wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board is not aware of any
attempt to take control of the Company and the Board has not approved the Reverse Split with the intent that it be utilized as
a type of anti-takeover device.
Beneficial
Holders of Common Stock (i.e., shareholders who hold in street name)
Upon
the implementation of the Reverse Split, the Company intends to treat shares held by shareholders through a bank, broker, custodian
or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians
or other nominees will be instructed to effectuate the Reverse Split for their beneficial holders holding the Common Stock in
street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders
for processing the Reverse Split. Shareholders who hold shares of the Common Stock with a bank, broker, custodian or other nominee
and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
Registered
“Book-Entry” Holders of Common Stock (i.e., shareholders that are registered on the transfer agent’s books and
records but do not hold stock certificates)
Certain
of the Company’s registered holders of Common Stock may hold some or all of their shares electronically in book-entry form
with the transfer agent. These shareholders do not have stock certificates evidencing their ownership of the Common Stock. They
are, however, provided with a statement reflecting the number of shares registered in their accounts.
Shareholders
who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic)
to receive whole shares of post-Reverse Split Common Stock, subject to adjustment for treatment of fractional shares.
Holders
of Certificated Shares of Common Stock
Shareholders
holding shares of the Company’s Common Stock in certificated form will be sent a transmittal letter by the Company’s
transfer agent after the effective time of the Reverse Split. The letter of transmittal will contain instructions on how a shareholder
should surrender his, her or its certificate(s) representing shares of the Common Stock (the “Old Certificates”) to
the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Split Common
Stock (the “New Certificates”). No New Certificates will be issued to a shareholder until such shareholder has surrendered
all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No shareholder
will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Shareholders will then receive a
New Certificate(s) representing the number of whole shares of Common Stock that they are entitled as a result of the Reverse Split,
subject to the treatment of fractional shares described below. Until surrendered, the Company will deem outstanding Old Certificates
held by shareholders to be cancelled and only to represent the number of whole shares of post-Reverse Split Common Stock to which
these shareholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange, whether
because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate
has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends
that are on the back of the Old Certificate(s).
SHAREHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional
Shares
The
Company does not currently intend to issue fractional shares in connection with the Reverse Split. Therefore, the Company will
not issue certificates representing fractional shares. In lieu of issuing fractions of shares, the Company will round up to the
next whole number.
Effect
of the Reverse Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable
Securities
Proportionate
adjustments will be made based on the ratio of the Reverse Split to the per share exercise price and the number of shares issuable
upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders
to purchase, exchange for, or convert into, shares of Common Stock. This will result in approximately the same aggregate price
being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately
the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the
Reverse Split as was the case immediately preceding the Reverse Split. The number of shares deliverable upon settlement or vesting
of restricted stock awards will be similarly adjusted, subject to the Company’s treatment of fractional shares. The number
of shares reserved for issuance pursuant to these securities will be proportionately based upon the Ratio, subject to the Company’s
treatment of fractional shares.
Effect
on Par Value
The
Reverse Split will not affect the par value of the Company’s Common Stock, which will remain $0.001 per share.
Accounting
Matters
As
of the effective time of the Reverse Split, the stated capital attributable to Common Stock and the additional paid-in capital
account on the Company’s balance sheet will not change due to the Reverse Split. Reported per share net income or loss will
be higher because there will be fewer shares of Common Stock outstanding.
Certain
Federal Income Tax Consequences of the Reverse Split
The
following summary describes certain material U.S. federal income tax consequences of the Reverse Split to holders of the Company’s
Common Stock.
Unless
otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of the Common
Stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United
States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis
in respect of the Common Stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to
exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income
is subject to U.S. federal income taxation regardless of its source may also be a U.S. holder. This summary does not address all
of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of
general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors.
This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal
income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment
trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that
elect to mark to market and dealers in securities or currencies, (ii) persons that hold the Common Stock as part of a position
in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction
for federal income tax purposes, or (iii) persons that do not hold the Common Stock as “capital assets” (generally,
property held for investment).
If
a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of the
Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships that hold the Common Stock, and partners in such partnerships, should
consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Split.
This
summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative
rulings and judicial authority, all as in effect as of the date of this Information Statement. Subsequent developments
in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could
have a material effect on the U.S. federal income tax consequences of the Reverse Split.
PLEASE
CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE
SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
U.S.
Holders
The
Reverse Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, a shareholder generally
will not recognize gain or loss on the Reverse Split, except to the extent of cash, if any, received in lieu of a fractional share
interest in the post-Reverse Split shares. The aggregate tax basis of the post-split shares received will be equal to the aggregate
tax basis of the pre-split shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional
shares), and the holding period of the post-split shares received will include the holding period of the pre-split shares exchanged.
A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion
of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will
be a capital gain or loss and will be short term if the pre-split shares were held for one year or less and long term if held
more than one year. No gain or loss will be recognized by us as a result of the Reverse Split.
No
Appraisal Rights
Under
Delaware law and the Company’s charter documents, holders of the Company’s Common Stock will not be entitled to dissenter’s
rights or appraisal rights with respect to the Reverse Split.
No
Going Private Transaction
Notwithstanding
the decrease in the number of outstanding shares following the Reverse Split, the Board does not intend for this transaction to
be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3
of the Exchange Act.
Interests
of Certain Persons in the Reverse Split
Certain
of the Company’s officers and directors have an interest in the Reverse Split as a result of their ownership of shares of
our common stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management”
above. However, we do not believe that our officers or directors have interests in the Reverse Split that are different from or
greater than those of any other of our stockholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of the Record Date, information concerning the beneficial ownership of the Company’s Common
Stock by (i) each person or group of persons known to beneficially own more than 5% of the outstanding shares of our Common Stock,
(ii) each person who is our executive officer or director and (iii) all such executive officers and directors as a group. Beneficial
ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership
generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes
any shares that an individual or entity has the right to acquire beneficial ownership of within 60 days of the Record Date through
the exercise of any option, warrant, conversion privilege or similar right. In computing the number of shares beneficially owned
by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of
outstanding options and warrants that are exercisable within 60 days of the Record Date are considered to be outstanding. These
shares, however, are not considered outstanding as of the Record Date when computing the percentage ownership of each other person,
except as specifically set forth below.
To
our knowledge, except as indicated in the footnotes to the following table, all beneficial owners named in this table have sole
voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise indicated, the address
of each of the persons shown is c/o Quest Solution, Inc., 1865 West 2100 South, Salt Lake City, UT 84119.
|
Name and Address of Beneficial Owner (1)
|
|
Amount of Beneficial
Ownership
|
|
|
Percentage
of Shares
Outstanding
|
|
|
Shai Lustgarten (Chairman and CEO) (1)
|
|
|
23,305,981
|
|
|
|
27.22
|
%
|
|
Andrew MacMillan (2)
|
|
|
1,131,250
|
|
|
|
1.42
|
%
|
|
Yaron Shalem (2)
|
|
|
1,131,250
|
|
|
|
1.42
|
%
|
|
Neev Nissenson (3)
|
|
|
1,287,500
|
|
|
|
1.62
|
%
|
|
5% Holders
|
|
|
|
|
|
|
|
|
|
David Marin (4)
|
|
|
5,981,189
|
|
|
|
7.61
|
%
|
|
Carlos Nissensohn (5)
|
|
|
16,434,982
|
|
|
|
20.36
|
%
|
|
All Executive Officers and Directors as a group (4 individuals)
|
|
|
26,855,981
|
|
|
|
30.19
|
%
|
|
|
1.
|
Includes
6,381,000 shares issuable upon the exercise of options. Also includes (i) 13,618,315 shares and (ii) 666,666 shares issuable
upon the exercise of warrants held by Walefar Investments Ltd., which is beneficially owned by Mr. Lustgarten. Does
not include 7,384,157 shares of the Company’s voting stock that Mr. Lustgarten has voting control over pursuant to certain
voting agreements.
|
|
|
2.
|
Represents shares issuable upon exercise of
options.
|
|
|
3.
|
Includes 1,087,500 shares issuable upon exercise
of options
|
|
|
4.
|
Includes
85,000 shares issuable upon the conversion of preferred stock, 2,500,000 shares issuable upon the exercise
of options and 3,000,000 shares issuable upon the exercise of warrants. The address of the shareholder is 12272 Monarch
Street, Garden Grove, CA 92841
|
|
|
5.
|
The
address of the shareholder is Vasili Michailidi 9, 3206 Limassol, Cyprus. Includes 14,268,315 shares held by Campbeltown Consulting
Ltd., which is beneficially owned by Mr. Nissensohn. Also includes 2,166,667 shares underlying warrants
|
DISSENTERS’
RIGHT OF APPRAISAL
No
dissenters’ or appraisal rights under the Delaware General Corporation Law are afforded to the Company’s stockholders
as a result of the approval of the Reverse Split taken by the Majority Shareholders.
PROPOSALS
BY SECURITY HOLDERS
There
are no proposals by any security holders.
INTERESTS
OF CERTAIN PERSON IN MATTERS TO BE ACTED UPON
None
of the directors or executive officers of the Company has any substantial interest resulting from the Reverse Split of our Common
Stock that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
This
Information Statement and the documents incorporated by reference into this Information Statement contain forward-looking statements
that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this Information
Statement and the materials accompanying this Information Statement are forward-looking statements.
In
some cases, you can identify forward-looking statements by terms such as “may,” “intend,” “might,”
“will,” “should,” “could,” “would,” “expect,” “believe,”
“anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms.
These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this
report are based upon management’s current expectations and beliefs, which management believes are reasonable. In addition,
we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors
we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are
cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions
only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update
any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events.
You
should be aware that our actual results could differ materially from those contained in the forward-looking statements due to
a number of factors, including:
|
|
●
|
new competitors
are likely to emerge and new technologies may further increase competition;
|
|
|
●
|
our operating costs
may increase beyond our current expectations and we may be unable to fully implement our current business plan;
|
|
|
●
|
our ability to obtain
future financing or funds when needed;
|
|
|
●
|
our ability to successfully
obtain and maintain a diverse customer base;
|
|
|
●
|
our ability to protect
our intellectual property through patents, trademarks, copyrights and confidentiality agreements;
|
|
|
●
|
our ability to attract
and retain a qualified employee base;
|
|
|
●
|
our ability to respond
to new developments in technology and new applications of existing technology before our competitors;
|
|
|
●
|
acquisitions, business
combinations, strategic partnerships, divestures, and other significant transactions may involve additional uncertainties;
and
|
|
|
●
|
our ability to maintain
and execute a successful business strategy.
|
Other
risks and uncertainties include such factors, among others, as market acceptance and market demand for our products and services,
pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy
of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing
and management personnel, and other risks described from time to time in periodic and current reports we file with the United
States Securities and Exchange Commission, or the “SEC.” All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
are delivering this Information Statement to all shareholders of record as of the Record Date. Shareholders residing in the same
household who hold their shares in the name of a bank, broker or other holder of record may receive only one Information Statement
if previously notified by their bank, broker or other holder. This process, by which only one Information Statement is delivered
to multiple security holders sharing an address, unless contrary instructions are received from one or more of the security holders,
is called “householding.” Householding may provide convenience for stockholders and cost savings for companies. Once
begun, householding may continue unless instructions to the contrary are received from one or more of the stockholders within
the household.
Copies
of this Information Statement are available promptly by calling 801-244-9577, or by writing to 1865 West 2100 South Salt Lake
City, UT 84119. If you are receiving multiple copies of this Information Statement, you also may request orally or in writing
to receive a single copy of this Information Statement by calling 801-244-9577, or by writing to 1865 West 2100 South Salt Lake
City, UT 84119.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. You
may read and copy these reports, proxy statements and other information at the Commission’s public reference rooms at 100
F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the
coping cost. Our Sec filings are also available at the SEC’s web site at www.sec.gov and our website at www. . We have not
incorporated by reference into this Information Statement the information contained on our website and you should not consider
it to be part of this Information Statement.
|
|
By: Order of the Board of Directors
|
|
October
1, 2019
|
|
|
|
/s/
Shai Lustgarten
|
|
|
Name:
|
Shai Lustgarten
|
|
|
Title:
|
Chief Executive Officer and Director
|