UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
☐
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Preliminary
Information Statement
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☐
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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☒
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Definitive
Information Statement
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EKIMAS
CORPORATION
(Name
of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
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|
No
fee required
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(1)
Title of each class of securities to which transaction applies: ______________
(2)
Aggregate number of securities to which transaction applies: _____________
(3)
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): ________________
(4)
Proposed maximum aggregate value of transaction: ___________________
(5)
Total fee paid: ___________________________
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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.
|
(1)
Amount Previously Paid: _______________________________
(2)
Form, Schedule or Registration Statement No.: ______________
(3)
Filing Party: __________________________________________
(4)
Date Filed: ____________________________________________
EKIMAS
CORPORATION
3651
Lindell Road, Suite D-565
Las
Vegas, NV 89103
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
December 28, 2021
To
the Stockholders of EKIMAS Corporation:
This
Information Statement is furnished to holders of Common Shares, $.001 par value (the “Common Stock”) of EKIMAS Corporation
(“EKIMAS,” “we,” “us” or the “Company”). We are sending you
this Information Statement to inform you that holders of a majority of our Common Stock and the board of directors have approved a one-for-fifty
(1-for-50) reverse split of the Company’s Common Stock (the “Reverse Split”).
The
accompanying Information Statement is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed
thereunder. As described in this Information Statement, the foregoing Reverse Split was approved by our Board of Directors (the “Board”)
by written consent on December 10, 2021. Thereafter, on December 10, 2021, five of the stockholders of the Company (the
“Consenting Stockholders”), holding a majority of the issued and outstanding Common Stock of the Company, adopted
by written consent a resolution approving the Reverse Split. Such written consent constitutes the only stockholder approval required
to approve the Reverse Split under the Delaware General Corporation Law. Because the written consent of the Consenting Stockholders satisfies
all applicable stockholder voting requirements, the Board is not soliciting your proxy or consent in connection with the matters discussed
above. You are urged to read the Information Statement carefully and in its entirety for a description of the action taken by the Consenting
Stockholders.
The
actions will not become effective before the date which is 20 days after this Information Statement was first mailed to stockholders.
This Information Statement is being mailed on or about December 28, 2021 to stockholders of record on December 20, 2021
(the “Record Date”).
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By
order of the Board of Directors
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/s/
Bennett J. Yankowitz
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Bennett
J. Yankowitz
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Chief
Executive Officer
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EKIMAS
CORPORATION
3651 Lindell Road, Suite D-565
Las
Vegas, NV 89103
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
This
Information Statement (the “Information Statement”) is being mailed on or about December 28, 2021 to the holders
of record at the close of business on December 20, 2021 (the “Record Date”), of the Common Stock of EKIMAS
Corporation, a Delaware corporation (“EKIMAS,” “we,” “us” or the “Company”),
in connection with an action taken by written consent of holders of a majority of our Common Stock in lieu of a meeting to approve 1-for-50
reverse split of the issued and outstanding shares of EKIMAS Common Stock (the “Reverse Split”).
The
members of the Board of Directors (the “Board”) and stockholders owning 25,570,490 shares of our issued and outstanding
Common Stock (the “Consenting Stockholders”) have executed a written consent approving the Reverse Split. The Consenting
Stockholders held of record on the Record Date approximately 51.8% of the total issued and outstanding Common Stock of the Company, which
was sufficient to approve the proposed Reverse Split. Dissenting stockholders do not have any statutory appraisal rights as a result
of the action taken. The Board does not intend to solicit any proxies or consents from any other stockholders in connection with this
action. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely to advise stockholders
of the actions taken by written consent.
The
Delaware General Corporation Law generally provides that any action required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a
majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then
that proportion of written consents is required. In order to eliminate the costs and management time involved in obtaining proxies and
in order to effect the above actions as early as possible in order to accomplish the purposes of the Company as herein described, the
Board consented to the utilization of, and did in fact obtain, the written consent of the Consenting Stockholders who collectively own
shares representing a majority of our Common Stock.
This
Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), to the Company’s stockholders of record on the Record Date. The corporate action described
herein will be effective 20 days (the “20-day Period”) after the mailing of this Information Statement. The 20-day
Period is expected to conclude on or about January 11, 2022.
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 and will reimburse such persons for their reasonable charges and expenses in connection therewith.
FORWARD
LOOKING STATEMENTS
This
Information Statement and other reports that the Company files with the U.S. Securities and Exchange Commission (the “SEC”)
contain forward-looking statements about the Company’s business containing the words “believes,” “anticipates,”
“expects” and words of similar import. These forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or performance to be materially different from the results or performance anticipated or
implied by such forward-looking statements. Given these uncertainties, stockholders are cautioned not to place undue reliance on forward-looking
statements. Except as specified in SEC regulations, the Company has no duty to publicly release information that updates the forward-looking
statements contained in this Information Statement. An investment in the Company involves numerous risks and uncertainties, including
those described elsewhere in this Information Statement. Additional risks will be disclosed from time-to-time in future SEC filings.
VOTE
REQUIRED TO APPROVE THE AMENDMENT
As
of the Record Date, there were 50,000,000 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one
vote. For the approval of the Reverse Split, the affirmative vote of a majority of the shares of Common Stock outstanding and entitled
to vote at the Record Date, or 25,000,001 shares, was required for approval.
CONSENTING
STOCKHOLDERS
On
December 10, 2021, the Board unanimously adopted resolutions declaring the advisability of, and recommending that stockholders
approve, the Reverse Split of the issued and outstanding shares of EKIMAS Common Stock. In connection with the adoption of this resolution,
the Board elected to seek the written consent of the holders of a majority of the Company’s issued and outstanding shares of Common
Stock in order to reduce the costs and implement the proposals in a timely manner.
On
December 10, 2021, the following Consenting Stockholders, who collectively own 25,570,490 shares of the Company’s issued
and outstanding Common Stock (approximately 51.8%), consented in writing to the proposed Reverse Split:
Shareholder
Name
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No.
of Shares
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%
of Outstanding
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Michael
F. Adams (1)
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3,107,922
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6.3
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%
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Michael
Barretti (1)
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566,165
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1.2
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%
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William
O’Neill (1)
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550,000
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1.1
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%
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David
Volpe (1)
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210,153
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|
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0.4
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%
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Reddington
Partners LLC
|
|
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21,136,250
|
|
|
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42.8
|
%
|
(1)
Voted by Reddington Partners LLC pursuant to Voting Agreements with the name persons.
Under
Section 14(c) of the Exchange Act, the transactions cannot become effective until the expiration of the 20-day Period.
The
Company is not seeking written consent from any of our other stockholders, and stockholders other than the Consenting Stockholders will
not be given an opportunity to vote with respect to the Reverse Split
APPROVAL
EFFECTING A 1-FOR-50 SHARE REVERSE SPLIT
OF
OUR OUTSTANDING COMMON STOCK
General
Our
Board has unanimously approved a proposal to effect a one-for-fifty reverse stock split of the Company’s outstanding Common Stock.
The Consenting Stockholders have also approved this Reverse Split.
The
corporate action provides for the combination of our presently issued and outstanding shares of Common Stock into a smaller number of
shares of identical Common Stock. This is known as a “reverse stock split.” Under the proposal, each fifty shares of our
presently issued and outstanding Common Stock as of the close of business on the effective date of the approved director’s resolution
will be converted automatically into one share of our post-Reverse Split Common Stock.
Each
stockholder will hold the same percentage of our outstanding Common Stock immediately following the Reverse Split as he or she did immediately
prior to the Reverse Split. The Reverse Split does not change the number of authorized shares of Common Stock.
Reasons
for the Reverse Split
The
primary purposes of the Reverse Split are to:
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●
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increase
the per share price of our Common Stock; and
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●
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provide
the Company with the flexibility to issue additional shares to facilitate future stock acquisitions and financings.
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The
reduction in the number of issued and outstanding shares of Common Stock to result from the Reverse Split is expected to increase the
market price of the Common Stock to a level above the current market trading price.
While
the Board believes that the shares of Common Stock will trade at higher prices than those which have prevailed in the recent past, there
can be no assurance that such increase in the trading price will occur or, if it does occur, that it will equal or exceed the direct
arithmetical result of the Reverse Split because there are numerous factors and contingencies which could affect our market price.
Our
Common Stock is currently quoted on the OTC Markets Group, Inc. Pink Sheets under the symbol “ASNB.” A higher per
share price for the Common Stock may enable the Company to meet minimum bid price criteria for initial listing of the Common Stock on
a national securities exchange at such time as we implement our future business plans.
Because
trading of our Common Stock is conducted in the over-the-counter market, an investor could find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Common Stock. In addition, because the Common Stock is not listed on a national
securities exchange and presently trades at less than $5.00 per share, trading in our Common Stock is subject to the requirements of
certain rules promulgated under the Exchange Act, which require additional disclosure by brokers or dealers in connection with any trades
involving a stock defined as a “penny stock.” Because our Common Stock is presently classified as a “penny stock,”
prior to effectuating any transaction in our Common Stock, a broker or dealer is required to make a suitability determination as to the
proposed purchaser of our Common Stock and to receive a written agreement, meeting certain requirements. The additional burdens imposed
upon brokers or dealers by such requirements could discourage brokers or dealers from effecting transactions in our Common Stock, which
could limit the market liquidity of our Common Stock and the ability of investors to trade our Common Stock.
The
Board believes that the Reverse Split also could result in a broader market for our Common Stock than the current market. Many institutional
investors are unwilling or unable due to investment restrictions to invest in companies whose stock trades at less than $5.00 per share.
Many Investment Advisors are subject to internal restrictions on their ability to recommend stocks trading at less than $5.00 per share
because of a general presumption that such stocks may be highly speculative. In addition, stocks trading at less than $5.00 per share
may not be marginable under the internal policies of some investment firms. The Reverse Split is anticipated to result in a price increase
for our Common Stock relieving, to some extent, the effect of such limitations on the market for our Common Stock. Additionally, brokerage
commissions on the sale of lower priced stocks often represent a higher percentage of the sales price than commissions on relatively
higher priced stocks. The expected increase in trading price may also encourage interest and trading in our Common Stock and possibly
promote greater liquidity for our stockholders. We also believe that the current per share price of our Common Stock has or may have
a negative effect on our ability to use our Common Stock in connection with possible future transactions such as financings, strategic
alliances, acquisitions and other uses not presently determinable.
Furthermore,
as a result of the Reverse Split, there will be a reduction in the number of shares of Common Stock issued and outstanding; however the
number of shares authorized will remain the same. The reduced number of issued and outstanding number of shares may, in the view of the
board, attract new investment partners to assist with the development of Company initiatives and business plans. For the above reasons,
the Board believes that the Reverse Split is in the best interests of EKIMAS and the stockholders. However, there can be no assurances
that the Reverse Split will have the desired consequences.
Effects
of the Reverse Split
The
Reverse Split will be effected and will be effective upon a date on or after the expiration of the 20-day Period after the mailing of
this Information Statement. The 20-day Period is expected to conclude on or about January 11, 2022. However, the actual timing
will be determined by our management based upon their evaluation as to when effecting the Reverse Split will be most advantageous to
the Company and our stockholders.
We
reserve the right to forego or postpone effecting the Reverse Split if we determine that action to be in the best interests of the Company
and the stockholders. We are currently authorized to issue 50,000,000 shares of Common Stock, of which 49,398,621 shares were issued
and outstanding at the close of business on the Record Date. An additional 450,000 shares authorized and unissued shares have been reserved
for issuance under the Company’s 2017 Non-Qualified Equity Incentive Plan. Adoption of the Reverse Split will reduce the
shares of Common Stock outstanding on the record date but will not affect the number of authorized shares of Common Stock. The Reverse
Split also will have no effect on the par value of the Common Stock.
The
effect of the Reverse Split upon holders of Common Stock will be that the total number of shares of our Common Stock held by each stockholder
will be automatically converted into the number of whole shares of Common Stock equal to the number of shares of Common Stock owned immediately
prior to the Reverse Split divided by fifty. Each of our stockholders will continue to own shares of Common Stock and will continue to
share in the assets and future growth of the Company as a stockholder. In addition, the Reverse Split will increase the number of our
stockholders who own odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost
of selling their shares, as well as possible greater difficulty in effecting such sales. Consequently, there can be no assurance that
the Reverse Split will achieve the desired results that have been outlined above.
The
Reverse Split will be effected on a certificate-by-certificate basis, and any fractional shares resulting from such combination shall
be rounded up to the nearest whole share on a certificate-by-certificate basis. Each stockholder’s percentage ownership interest
in the Company and proportional voting power will not change as a result of the Reverse Split. The rights and privileges of the holders
of shares of Common Stock will be substantially unaffected by the Reverse Split, except with respect to any such rounding of fractional
shares.
As
soon as practicable after the expiration of the 20-day Period, we will cause a letter of transmittal to be forwarded to each holder of
record of shares of our Common Stock outstanding as of such date. The letter of transmittal will contain instructions for the surrender
of certificates representing shares of pre-Reverse Split Common Stock to our transfer agent in exchange for certificates representing
the number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split common stock have been converted
as a result of the Reverse Split.
Certificates
should not be sent to us or the transfer agent before receipt of such letter of transmittal from us.
Until
a stockholder forwards a completed letter of transmittal, together with certificates representing such stockholder’s shares of
pre-Reverse Split Common Stock to the transfer agent and receives in return a certificate representing shares of post-Reverse Split Common
Stock, such stockholder’s pre-Reverse Split Common Stock shall be deemed equal to the number of whole shares of post-Reverse Split
Common Stock to which such stockholder is entitled as a result of the Reverse Split.
Certain
Federal Income Tax Considerations
The
following discussion describes certain material federal income tax considerations relating to the Reverse Split. This discussion is based
upon the Internal Revenue Code, existing and proposed regulations thereunder, legislative history, judicial decisions and current administrative
rulings and practices, all as amended and in effect on the date hereof. Any of these authorities could be repealed, overruled or modified
at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences to vary substantially from the consequences
described herein. No ruling from the Internal Revenue Service (the “IRS”) with respect to the matters discussed herein
has been requested, and there is no assurance that the IRS would agree with the conclusions set forth in this discussion.
This
discussion may not address certain federal income tax consequences that may be relevant to particular stockholders in light of their
personal circumstances or to stockholders who may be subject to special treatment under the federal income tax laws. This discussion
also does not address any tax consequences under state, local or foreign laws.
STOCKHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT FOR THEM, INCLUDING THE APPLICABILITY
OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The
Reverse Split is intended to be a tax-free recapitalization to the Company and its stockholders, except for those stockholders whose
number of shares are rounded up in lieu of receiving a fractional share. Stockholders will not recognize any gain or loss for federal
income tax purposes as a result of the Reverse Split, except for those stockholders whose number of shares are rounded up in lieu of
receiving a fractional share. The holding period for shares of Common Stock after the Reverse Split will include the holding period of
shares of Common Stock before the Reverse Split, provided that such shares of Common Stock are held as a capital asset at the effective
time of the Amendment. The adjusted basis of the shares of Common Stock after the Reverse Split will be the same as the adjusted basis
of the shares of Common Stock before the Reverse Split, excluding the basis of fractional shares.
A
stockholder whose number of shares are rounded up in lieu of receiving a fractional share generally may recognize gain in an amount not
to exceed the excess of the fair market value of such fractional share over the fair market value of the fractional share to which the
stockholder was otherwise entitled.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the ownership, as of December 9, 2021, of our Common Stock by each person known by us to be the beneficial
owner of more than 5% of our outstanding Common Stock, each of our directors and executive officers; and all of our directors and executive
officers as a group. The information presented below regarding beneficial ownership of our Common Stock has been presented in accordance
with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. This table is based upon information
derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where
applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Except as otherwise listed below, the address of each person is c/o EKIMAS Corporation, 3651 Lindell
Road, Suite D-565, Las Vegas, NV 89103. Except as set forth below, applicable percentages are based upon 49,398,621 shares of Common
Stock outstanding as of December 9, 2021.
Class
|
|
Name
and Address
of
Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percentage
of Class
|
|
Common
Stock
|
|
Michael
F. Adams
95 Washington Street, #154
Canton, MA 02021
|
|
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3,107,922
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(1)
|
|
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6.3
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%
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Common
Stock
|
|
Reddington
Partners LLC 7950 West Sunset Boulevard – Suite 629
Los Angeles, CA 90046
|
|
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25,570,490
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(2)
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51.8
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%
|
Common
Stock
|
|
Bennett
J. Yankowitz
Sole
director and chief executive officer
3651 Lindell Road, Suite D-565
Las Vegas, NV 89103
|
|
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250,000
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(3)
|
|
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0.5
|
%
|
Common
Stock
|
|
Current
executive officer and director as a group
|
|
|
-0-
|
|
|
|
0.0
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%
|
(1)
|
The
power to vote these shares has been granted to Reddington Partners LLC pursuant to a voting agreement.
|
|
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(2)
|
Includes
21,136,250 shares owned directly by Reddington Partners LLC and an aggregate of 4,434,240 shares over which the power to vote is
subject to voting agreements in favor of Reddington Partners LLC.
|
|
|
(3)
|
Consists of options granted pursuant to the Company’s
2017 Non-Qualified Equity Incentive Plan.
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In
addition, the following table sets forth the position of Cede & Co. as of December 9, 2021:
Class
|
|
Name
and Address
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percentage
of Class
|
|
Common
Stock
|
|
Cede
& Co.
P.O. Box 222
Bowling Green Station
New York, NY 10274
|
|
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21,181,111
|
|
|
|
42.9
|
%
|
ADDITIONAL
INFORMATION
The
Company files annual, quarterly and current reports and other information with the SEC under the Exchange Act. You may obtain copies
of this information by mail from the Public Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may
obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet
website that contains reports and other information about issuers that file electronically with the SEC. The address of that website
is www.sec.gov.
WRITTEN
CONSENT OF THE CONSENTING STOCKHOLDERS WHO COLLECTIVELY OWN SHARES REPRESENTING A MAJORITY OF OUR COMMON STOCK HAVE CONSENTED TO AND
EFFECTING THE REVERSE STOCK SPLIT. NO FURTHER VOTES OR PROXIES ARE NEEDED AND NONE ARE REQUESTED. THE BOARD IS NOT REQUESTING A PROXY
FROM YOU AND YOU ARE REQUESTED NOT TO SEND A PROXY.
December
28, 2021
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BY
ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
/s/
Bennett J. Yankowitz
|
|
Bennett
J. Yankowitz, Chief Executive Officer
|
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