ITEM
3.03
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MATERIAL
MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
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The
Board of Directors of Blue Line Protection Group, Inc., a Nevada corporation (the “Company”), has approved
a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share
(the “Common Stock”), at a ratio of 1-for-100 (the “Reverse Stock Split”). The Record Date
for the Reverse Stock Split is close of business on April 5, 2021. The Reverse Stock Split is scheduled to take effect on 09:00
a.m. E.S.T. on April 6th, 2021 (the “Effective Date”).
Reason
for the Reverse Stock Split
The
Company is effecting the Reverse Stock Split in order to reduce the number of authorized and issued shares to a more manageable
number.
Effects
of the Reverse Stock Split
Effective
Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective and the Common Stock will begin trading on a split-adjusted
basis at the open of business on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common
Stock will change to 09568Q305. The trading symbol for the Company, BLPG, will not be changed.
Split
Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each
stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number
of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided
by (ii) 100. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise
would have received a fractional share as a result of the Reverse Stock Split, determined at the beneficial owner level by share
certificate. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other
consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock
Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through
a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their
names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding
shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific
procedures for processing the Reverse Stock Split.
Also
on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to
the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and
other convertible securities are exercisable or convertible by 100 and multiplying the exercise or conversion price thereof by
100, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible
securities and subject to rounding to the nearest whole share. If the Reverse Stock Split would result in less than one whole
share for the holder, the Company will round such Reverse Stock Split shares to a minimum of one whole share.
Certificated
and Non-Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not need to
take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
After
the Reverse Stock Split becomes effective, Stockholders holding paper certificates may (but are not required to) send the certificates
to the Company’s transfer agent and registrar, Pacific Stock Transfer Company (the “Transfer Agent”)
at the address set forth below. The Transfer Agent will issue a new stock certificate reflecting the Reverse Stock Split to each
requesting stockholder. The Transfer Agent can be contacted at (702) 361-3033.
Pacific
Stock Transfer Company
6725
Via Austi Pkwy, Suite 300
Las
Vegas, NV 89119
P:
(702) 361-3033
F:
(702) 433-1979
Nevada
State Filing. The Company will effectuate the Reverse Stock Split pursuant to the Company’s filing of a Certificate
of Change (the “Certificate”) with the Secretary of State of the State of Nevada in accordance with Nevada
Revised Statutes (“NRS”) Section 78.209. Under Nevada law, no amendment to the Company’s Articles of
Incorporation is required in connection with the Reverse Stock Split.
No
Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of
the Company in accordance with NRS Section 78.207, no stockholder approval is required. Pursuant to NRS Section 78.207, the Company
may effectuate the Reverse Stock Split without stockholder approval if (i) both the number of authorized shares of the Common
Stock and the number of issued and outstanding shares of the Common Stock are proportionally reduced as a result of the Reverse
Stock Split; (ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company; and, (iii) the Company
does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of
the Reverse Stock Split. As described herein, the Reverse Stock Split complies with such requirements.
Capitalization.
The Company is authorized to issue 1,400,000,000 shares of Common Stock and 100,000,000 shares of preferred stock. As a result
of the Reverse Stock Split, the Company will be authorized to issue 14,000,000 shares of Common Stock. As a result of the Reverse
Stock Split, there will be approximately 8,482,574 shares of Common Stock outstanding (subject to adjustment due to the effect
of rounding fractional shares into whole shares), based on the ratio of the Reverse Stock Split of 1-for-100 from the current
848,257,427 shares of Common Stock issued and outstanding. The Reverse Stock Split will not have any effect on the stated par
value of the Common Stock or preferred stock. All outstanding options and warrants will be given effect to reflect the 1 for 100
Reverse Stock Split. If the Reverse Stock Split would result in less than one whole share for the holder, the Company will round
such Reverse Split Shares to a minimum of one whole share.
The
Reverse Stock Split will not affect the Company’s authorized preferred stock. There are 20,000,000 outstanding shares of
the Company’s preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 100,000,000
shares will remain unchanged.
Immediately
after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power
will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into
whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse
Stock Split.