THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF SMARTMETRIC, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
SMARTMETRIC,
INC.
3960
Howard Hughes Parkway, Suite 500
Las
Vegas, NV 89109
Tel:
(702) 990-3687
INFORMATION
STATEMENT
(Preliminary)
November
[●], 2019
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being sent,
pursuant to Section 14C of the Exchange Act, to the holders of record as of October [•], 2019 (the “Record Date”)
of common stock, par value $0.001 per share (the “Common Stock”), of Smartmetric, Inc., a Nevada corporation
(the “Company,” “we,” “our” or “us”), to notify the
holders of our Common Stock of the following:
On
October 17, 2019, the Company received a written consent in lieu of a meeting in accordance with the Nevada Revised Statutes by
the holders of 72.25% of the voting power of the Common Stock authorizing the following action:
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●
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approval
of increasing the number of shares of Common Stock the Company is authorized to issue from 300,000,000 to 600,000,000 as provided
for herein (the “Increase in Authorized Shares” and the “Action”) and filing of an amendment
to the Company’s Certificate of Incorporation to effect the Action.
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Accordingly,
your consent is not required and is not being solicited.
We
will commence mailing the notice to the holders of Common Stock and preferred stock on or about November [●], 2019.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU
OF CERTAIN ACTIONS TAKEN BY THE MAJORITY STOCKHOLDER.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock
held of record by them.
The
following table sets forth the name of the Majority Stockholder, the number of shares of Common Stock held by the Majority Stockholder,
the total number of votes that the Majority Stockholder voted in favor of the Actions and the percentage of the issued and outstanding
voting equity of the Company that voted in favor thereof.
Name of Majority Stockholder
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Number of Shares of Common Stock held
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Number of Shares of Series B Preferred held
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Number of Votes held by Majority Stockholder
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Number of Votes that Voted in favor of the Actions
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Percentage of the Voting Equity that Voted in favor of the Actions
|
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Chaya Hendrick
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58,627,778
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|
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210,000
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|
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199,318,992
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(1)
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199,318,992
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72.25
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%
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TOTAL
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58,627,778
|
|
|
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210,000
|
|
|
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199,318,992
|
|
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199,318,992
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|
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72.25
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%
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(1)
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The
199,318,992 votes held by the majority stockholder include (i) 58,627,778 of Common Stock and; (ii) 210,000 shares of Series
B Convertible Preferred Stock held by Applied Cryptography, Inc. (“ACI”). The 210,000 shares of Series
B Convertible Preferred Stock represent 100% of the issued and outstanding shares of Series B Convertible Preferred Stock.
The outstanding shares of Series B Convertible Preferred Stock are entitled to vote on any matter with the holders
of Common Stock voting together as one (1) class and shall have that number of votes equal to that number of common shares
which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by
vote or consent of the common shares or the holders of other securities entitled to vote, if any. As of the Record Date
there were 275,865,126 shares of Common Stock outstanding. Accordingly, 210,000 shares of Series B Convertible Preferred Stock
are equivalent to the votes of 140,691,214 shares of Common Stock.
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ACTION:
INCREASE IN AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK.
This
Information Statement contains a brief summary of the material aspects of the Action approved by the Majority Stockholder.
The
Action will become effective on the date that is twenty (20) calendar days after the mailing of this information statement.
We
currently expect that such effective date will be on or about November [●] 2019.
AMENDMENT
TO COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY’S AUTHORIZED SHARES
The
Majority Stockholder, on October 17, 2019, authorized the increase of the Company’s shares of authorized Common Stock from
300,000,000 to 600,000,0000.
The
Majority Stockholder believes that it is advisable and in the best interests of the Company and its stockholders to effect an
Increase of Authorized Shares in order to provide additional shares that could be issued for raising of additional equity capital
or other financing activities, stock dividends or the exercise of stock options and warrants and to provide additional shares
that could be issued in an acquisition or other form of business combination and to better position the Company for future trading
should a transaction be entered into and completed. The future issuance of additional shares of Common Stock on other than a pro
rata basis to existing stockholders will dilute the ownership of the current stockholders, as well as their proportionate voting
rights.
THERE
CAN BE NO ASSURANCE THAT A SUITABLE BUSINESS OPPORTUNITY WILL BE EFFECTED FOLLOWING THE COMPLETION OF THE INCREASE IN AUTHORIZED
SHARES OF COMMON STOCK.
Attached
as Exhibit A and incorporated herein by reference is the text of the Certificate of Amendment to Certificate
of Incorporation (the “Amended Certificate”) as approved by the Majority Stockholder. The Increase in Authorized
Shares will be effected by filing the Amended Certificate with the Secretary of State of Nevada, which is expected to occur approximately
twenty (20) days after the mailing of this Information Statement. The Increase in Authorized Shares will become effective upon
such filing.
Effects
of Amendment.
The
following table summarizes the principal effects of the Increase in the Authorized Shares:
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Pre-Increase
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Post-Increase
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Common Shares
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Issued and Outstanding
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275,865,126
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275,865,126
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Authorized
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300,000,000
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600,000,000
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Potential
Anti-takeover effects of the increase in authorized shares.
The
implementation of the Increase in Authorized Shares will have the effect of increasing the proportion of unissued authorized shares
to issued shares. Under certain circumstances this may have an anti-takeover effect. These authorized but unissued shares could
be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal
of the Board, including a transaction that may be favored by a majority of our stockholders or in which our stockholders might
receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further
stockholder approval, the Board could issue and sell shares, thereby diluting the stock ownership of a person seeking to effect
a change in the composition of our Board or to propose or complete a tender offer or business combination involving us and potentially
strategically placing shares with purchasers who would oppose such a change in the Board or such a transaction.
Although
an increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have a potential anti-takeover
effect, the proposed amendments to our Certificate of Incorporation is not in response to any effort of which we are aware to
accumulate the shares of our Common Stock or obtain control of the Company. There are no plans or proposals to adopt other provisions
or enter into other arrangements that may have material anti-takeover consequences.
The
Board does not intend to use the consolidation as a part of or a first step in a “going private” transaction pursuant
to Rule 13e-3under the Securities Exchange Act of 1934, as amended. Moreover, we are currently not engaged in any negotiations
or otherwise have no specific plans to use the additional authorized shares for any acquisition, merger or consolidation.
Dissenters’
Rights.
No
dissenters’ or appraisal rights are available to our stockholders under the Nevada Revised Statutes in connection with the
proposed amendment to our Certificate of Incorporation to effect the Increase in Authorized Shares.
Actions
to be taken.
This
Information Statement contains a brief summary of the material aspects of the Action approved by the Majority Stockholder.
The
Increase in Authorized Shares will become effective on the date that is twenty (20) calendar days after the mailing of this information
statement to stockholders.
We
currently expect that such effective date will be on or about November [●], 2019.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of October 17, 2019, certain information regarding beneficial ownership of our Common Stock (a)
by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, (b)
by each director of the Company, (c) by the named executive officers (determined in accordance with Item 402 of Regulation S-K)
and (d) by all of our current executive officers and directors as a group.
We
have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”).
Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities
named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially
own, subject to applicable community property laws.
Applicable
percentage ownership is based on 275,865,126 shares of Common Stock outstanding as of October 17, 2019. In computing the
number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding
all shares of Common Stock subject to options held by that person or entity that are currently exercisable or that will become
exercisable within 60 days of October 17, 2019. Unless otherwise indicated, the address of each beneficial owner listed in the
table below is c/o Smartmetric, Inc., 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV.
Title
of Class
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Name and Address of
Beneficial Owner
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Director/Officer
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Number of
Shares
of Common
Stock (1)
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Percentage
of Class (1)
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Directors
and Executive Officers
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Common
Stock
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Chaya
Hendrick (2)
145 East Harmon Avenue, Unit 19620
Las Vegas, NV 89109
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Chief
Executive Officer,
Chairman of the Board of Directors
|
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69,127,778
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(2)
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25.06
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%
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Common
Stock
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Jay
Needelman, CPA
520
West 47th Street
Miami
Beach, FL 33140
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Director;
Chief Financial Officer
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-0-
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0
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%
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Common
Stock
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Elizabeth
Ryba
73 Brown Road
Scarsdale, New York 10583
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Director
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40,000
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*
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%
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|
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All
Executive Officers and Directors as a Group (3 persons)
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69,167,778
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25.06
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%
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5%
Shareholders
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*
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Less
than one percent (1%)
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(1)
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In
determining beneficial ownership of our Common Stock as of a given date, the number of shares shown includes shares of Common
Stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that
date. In determining the percent of Common Stock owned by a person or entity on October 17, 2019, (a) the numerator is the
number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60
days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i)
264,648,821, the total shares of Common Stock outstanding on October 17, 2019, and (ii) the total number of shares that
the beneficial owner may acquire upon conversion of any preferred stock and on exercise of the warrants and options. Unless
otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
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(2)
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The
89,127,778 shares of Common Stock include (i) 58,627,778 of Common Stock and; (ii) 210,000 shares of Series B Convertible
Preferred Stock convertible into 10,500,000 shares of Common Stock held by ACI. The outstanding shares of Series B Convertible
Preferred Stock are entitled to vote on any matter with the holders of Common Stock voting together as one (1) class
and shall have that number of votes (identical in every other respect to the voting rights of the holder of Common Stock entitled
to vote at any regular or special meeting of Stockholders) equal to that number of common shares which is not less than 51%
of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the common
shares or the holders of other securities entitled to vote, if any. Each share of Series B Convertible Preferred Stock
is convertible, at the option of the holder, into fifty (50) shares of Common Stock upon the satisfaction of certain conditions
and for purposes of determining a quorum of a shareholder meeting, the outstanding shares of Series B Convertible Preferred
Stock shall be deemed the equivalent of 51% of all shares of the Company’s Common Stock entitled to vote at such meetings. Our
Chairman and Chief Executive Officer, has sole voting and dispositive power over all of the shares beneficially owned by ACI.
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DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly
upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of
the Information Statement, to Smartmetric, Inc., 3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89109.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies
of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This
Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements concerning
the effects of the stockholder approval and statements using terminology such as “expects,” “should,”
“would,” “could,” “intends,” “plans,” “anticipates,” “believes,”
“projects” and “potential.” Such statements reflect the current view of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions. Known and unknown risks, uncertainties and other factors
could cause actual results to differ materially from those contemplated by the statements.
In
evaluating these statements, you should specifically consider various factors that may cause our actual results to differ materially
from any forward-looking statements. You should carefully review the risks listed, as well as any cautionary language, in this
Information Statement and the risk factors detailed under “Risk Factors” in the documents incorporated by reference
in this Information Statement, which 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
We
are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements
and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other
information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street,
N.E., Washington, DC 20549. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains
reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic
Data Gathering, Analysis and Retrieval System.
A
copy of any public filing is also available, at no cost, by writing to Smartmetric, Inc., 3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89109. Any statement contained in a document that is incorporated by reference will be modified or superseded for
all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently
filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified
or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
This
Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with
the Action, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
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By
Order of the Board of Directors
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November
[●], 2019
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/s/
Chaya Hendrick
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Chaya
Hendrick
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Chief
Executive Officer
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Exhibit
A
Form
of Certificate of Amendment
FORM
OF CERTIFICATE OF AMENDMENT TO
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
SMARTMETRIC, INC.
1.
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Name
of the Corporation:
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Smartmetric,
Inc. (the “Corporation”)
2.
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The
articles have been amended as follows (provide article numbers, if available):
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The
first paragraph of ARTICLE III is amended and restated in its entirety to read as follows.
ARTICLE
III
The
total authorized capital stock of the Corporation shall be 605,000,000 shares consisting of 600,000,000 shares of common
stock, par value $0.001 per share (the “Common Stock”), and five million (5,000,000) shares of preferred stock, par
value $0.001 per share (the “Preferred Stock”).
3.
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The
vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the
voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series,
or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: [
]%
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4.
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Effective
date of filing (optional): Upon filing
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5.
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Officer
Signature (Required):
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Chaya
Hendrick, Chief Executive Officer
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