UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
(RULE
14C-101)
SCHEDULE 14C
INFORMATION
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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Confidential, for Use of
the Commission Only (as permitted by Rule 14a-5(d) (1))
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[X]
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Definitive Information
Statement
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THE 4
LESS GROUP INC.
(Name of
Registrant as Specified In Its Charter)
Payment of Filing Fee
(Check appropriate box):
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[X]
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No fee required.
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Fee computed on table below
per Exchange Act Rules 14a-6(1) and 0-11.
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(1)
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Title of each class of
securities to which transaction applies: Not
Applicable
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(2)
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Aggregate number of
securities to which transaction applies: Not
Applicable
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(3)
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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): Not Applicable
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(4)
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Proposed maximum aggregate
value of transaction: Not Applicable
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(5)
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Total fee
paid: Not Applicable
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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 the 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 date of its filing:
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(1)
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Amount Previously
Paid: Not Applicable
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(2)
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Form, Schedule or
Registration Statement No.: Not
Applicable
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(3)
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Filing
Party: Not Applicable
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(4)
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Date
Filed: Not Applicable
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Page 1
of 11
THE 4 LESS
GROUP INC.
106 W.
Mayflower
Las Vegas,
Nevada 89030
January 6,
2022
Dear Stockholder:
This Information Statement is furnished to holders of shares of
common stock, par value $0.000001 per share (the "Common Stock"),
of The 4 Less Group, Inc. (the "Company"). On December 15, 2021,
Board of Directors (the “Board”) approved and recommended the
approval by our stockholders by majority consent vote, of the
following corporate actions (“Corporate Actions”):
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1.
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To
approve a reverse stock split of our issued and outstanding shares
of Common Stock at a ratio within the range of 1.5:1 through 10:1,
inclusive, with such ratio to be determined within such stated
range at the sole discretion of the Board within 12 months from the
date of the Board Resolution (the “Reverse Stock Split Option”);
and
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2.
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To
approve the increase in authorized share capital of common stock of
the Company from 15,000,000 to 75,000,000 shares of common stock
(“Common Stock”) (the “Common Stock Authorized Share Increase”)
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Certain of our stockholders, holding a majority of our voting power
on December 15, 2021 (the “Record Date”), approved the Corporate
Actions by written consent in lieu of a special meeting of
stockholders.
As a matter of regulatory compliance, we are sending to you this
Information Statement which describes the purpose and provisions of
the contemplated Corporate Actions.
For
the Board of Directors of
THE 4
LESS GROUP INC.
By: /s/ Timothy Armes
Timothy Armes
CEO
and Director
Page 2
of 11
THE 4 LESS
GROUP INC.
106 W.
Mayflower
Las Vegas,
Nevada 89030
January 6,
2022
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER
NO VOTE OR
OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS
REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT
ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
GENERAL
We are
sending you this Information Statement to inform you of the
December 15, 2021 consent, by a vote of stockholders holding a
majority of the Company’s voting power in approval of the adoption
of the Corporate Actions described below and the amendment to the
Company's Articles of Incorporation (the "Amendment"). The purpose
of this Information Statement is to provide notice that the
Company’s majority stockholders, representing 62.0% of the voting
power of the Company as of the Record Date, executed a written
consent authorizing and approving the following corporate actions
(the “Corporate Actions”):
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1.
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To
approve a reverse stock split of our issued and outstanding shares
of Common Stock at a ratio within the range of 1.5:1 through 10:1,
inclusive, with such ratio to be determined within such stated
range at the sole discretion of the Board within 12 months from the
date of the Resolution (the “Reverse Stock Split Option”); and
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2.
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To
approve the increase in authorized share capital of common stock of
the Company from 15,000,000 to 75,000,000 shares of common stock
(“Common Stock”) (the “Common Stock Authorized Share Increase”)
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The
Certificate of Amendment to the Company’s Articles of Incorporation
for the Common Stock Authorized Share Increase is attached hereto,
in similar form and substance, as Exhibit A.
The
foregoing Corporate Actions will be taken no sooner than 20
calendar days after the mailing of this Information Statement. The
Board of Directors is not soliciting your proxy in connection with
the adoption of these Corporate Actions and proxies are not being
requested from stockholders.
The
Company is distributing this Information Statement to its
stockholders in full satisfaction of any notice requirements it may
have under the Nevada Revised Statutes. No additional action will
be undertaken by the Company with respect to the receipt of written
consents, and no dissenters’ rights with respect to the receipt of
the written consents, and no dissenters’ rights under the Nevada
Revised Statutes are afforded to the Company’s stockholders as a
result of the adoption of this Corporate Actions.
Expenses in connection with the distribution of this Information
Statement, will be paid by the Company.
Page 3
of 11
This
Information Statement is being mailed on or about January 6, 2022,
to all Stockholders of record as of the Record Date.
VOTE
REQUIRED, MANNER OF APPROVAL
Approval to amend the current Articles of Incorporation of the
Company under the Nevada Revised Statutes ("NRS") requires the
affirmative vote of the holders of a majority of the voting power
of the Company.
Section 78.320 of the NRS provides, in substance, that, unless the
Company’s Articles of Incorporation provides otherwise,
stockholders may take action without a meeting of stockholders and
without prior notice if a consent or consents in writing, setting
forth the action so taken, is signed by the holders of outstanding
voting stock holding not less than the minimum number of votes that
would be necessary to approve such action at a stockholders
meeting. Under the applicable provisions of the NRS, this action is
effective when written consents from holders of record of a
majority of the outstanding voting power are executed and delivered
to the Company.
In
accordance with the NRS, the affirmative vote on the Corporate
Actions of at least a majority of the outstanding voting power has
been obtained. As a result, no vote or proxy is required by the
stockholders to approve the Corporate Actions.
Under
Rule 14c-2 promulgated under the Securities Exchange Act of 1934,
as amended (the “Act”), the Corporate Actions cannot take effect
prior to the filing of a Certificate of Amendment with the Nevada
Secretary of State approximately twenty (20) days after the Mailing
Date, which is anticipated to be on or about January 6, 2022.
OTHER
INFORMATION REGARDING THE COMPANY
As of
the record date, there were 3,441,485 shares of our Common Stock
issued and outstanding, 0 shares of Series A Preferred Stock issued
and outstanding, 20,000 shares of the Series B Preferred Stock
issued and outstanding, which in the aggregate have voting rights
equal to 66.7% of all voting rights available at the time of a
shareholder vote, 7,250 shares of the Series C Preferred Stock
issued and outstanding, which hold no voting rights, and 870 shares
of the Series D Preferred Shares issued and outstanding, which hold
no voting rights. For the approval of the Corporate Actions, the
Company received written consents from 2 stockholders of the
Company together holding 62.0% of the voting power of the
Company.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the
number of shares of the Company’s stock owned beneficially as of
the Record Date by: (i) each person (including any group) known by
the Company to own more than five percent (5%) of any class of its
voting securities, (ii) each of the Company’s directors and each of
its named executive officers, and (iii) officers and directors as a
group. Unless otherwise indicated, the stockholders listed possess
sole voting and investment power with respect to the shares
shown.
For
purposes of this table, a person is deemed to be the beneficial
owner of any shares of Common Stock (i) over which the person has
or shares, directly or indirectly, voting or investment power, or
(ii) of which the person has a right to acquire beneficial
ownership at any time within 60 days after the Record Date.
“Voting power” is the power to vote or direct the voting of shares
and “investment power” includes the power to dispose or direct the
disposition of shares.
Page 4
of 11
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Name
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Shares of
Stock
Beneficially Owned
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Percent
of Class
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Voting
Rights
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Total
Voting %
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Common Stock
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Christopher Davenport (1)
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0
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—
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—
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—
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Timothy Armes (2)
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45,002
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1.7%
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1.7%
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1.7%
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All
beneficial owners as a group (2 persons)
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45,002
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—
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Series B Preferred Stock (3)
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Christopher Davenport (1)
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17,100
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85.5%
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57.0%
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57.0%
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Timothy Armes (2)
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1,000
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5.0%
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3.3%
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3.3%
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All
beneficial owners as a group (2 persons)
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18,100
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90.0%
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60.3%
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60.3%
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Total Voting Rights of Beneficial Owners
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62.0%
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Notes
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(1)
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Christopher Davenport is the President of Auto Parts 4Less, Inc., a
wholly-owned subsidiary of the Company.
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(2)
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Timothy Armes is the CEO and sole Director of the Company.
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(3)
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Holders of the Series B Preferred Stock are entitled to vote on all
shareholder matters and all of the issued shares of the Series B
Preferred Stock in their entirety shall have voting rights equal to
66.7% of the total voting rights available at the time of any
shareholder vote.
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PROPOSAL NUMBER ONE
APPROVAL OF THE REVERSE STOCK SPLIT OPTION
The
Board of Directors approved a resolution to effectuate a reverse
stock split of the Common Stock at a ratio within the range of
1.5:1 through 10:1, inclusive, with such ratio to be determined
within such stated range at the sole discretion of the Board within
12 months from the date of the Resolution. Our stock price has made
it difficult to attract new investors and potential business
candidates. The Board believes that a reverse stock split will help
prepare the Company to meet the listing requirements of NASDAQ.
We believe that a listing on NASDAQ can help provide benefit to our
stockholders by improving liquidity and increasing the appeal of
our stock to institutional investors.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT OPTION WILL NOT CHANGE
YOUR PROPORTIONATE EQUITY INTEREST IN THE COMPANY, EXCEPT AS MAY
RESULT FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE
FRACTIONAL SHARES.
MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
When a company engages in a reverse stock split, it substitutes one
share of stock for a predetermined amount of shares of stock. It
does not increase the market capitalization of the company. Under
this reverse stock split each 1.5-10 shares of our Common Stock
will be automatically converted into 1 share of Common
Stock. To avoid the issuance of fractional shares of
Common Stock, the Company will issue an additional share to all
holders of fractional shares.
Page 5
of 11
However, the effect of the Reverse Stock Split upon the market
price for our Common Stock cannot be predicted, and the history of
similar stock split combinations for companies in like
circumstances is varied. There can be no assurance that the market
price per share of our Common Stock after the Reverse Stock Split
will rise in proportion to the reduction in the number of shares of
Common Stock outstanding resulting from the reverse split. The
market price of our Common Stock may also be based on our
performance and other factors, some of which may be unrelated to
the number of shares outstanding.
The Reverse Stock Split will affect all of our stockholders of
Common Stock uniformly and will not affect any stockholder's
percentage ownership interests in the Company or proportionate
voting power, except to the extent that the Reverse Stock Split
results in any of our stockholders owning a fractional share. All
stockholders holding a fractional share shall be issued an
additional share. The principal effect of the Reverse Stock Split
will be that the number of shares of Common Stock issued and
outstanding will be reduced from 3,441,485 shares of Common Stock
as of the Record Date to approximately 2,294,324-344,149 shares
(depending on the number of fractional shares that are issued or
cancelled and depending on the final ratio within the specified
range). The Reverse Stock Split will not affect the shares of any
of the Series of Preferred Stock, of which 0 shares of Series A
Preferred Stock are issued and outstanding, 20,000 shares of the
Series B Preferred Stock are issued and outstanding, 7,250 shares
of the Series C Preferred Stock are issued and outstanding, and 870
shares of the Series D Preferred Stock are issued and
outstanding.
FRACTIONAL SHARES
We will not issue fractional certificates for post- Reverse Stock
Split shares in connection with the Reverse Stock Split. Instead,
an additional share shall be issued to all holders of a fractional
share. To the extent any holders of pre- Reverse Stock Split shares
are entitled to fractional shares as a result of the Reverse Stock
Split, the Company will issue an additional share to all holders of
fractional shares.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD
NOT SUBMIT ANY CERTIFICATES WITHOUT BEING ASKED TO DO SO.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of certain United States
federal income tax consequences of the Reverse Stock Split to us
and stockholders of our common stock. It does not purport to be a
complete discussion of all of the possible federal income tax
consequences of the Reverse Stock Split and is included for general
information only. This discussion is based on laws, regulations,
rulings, and decisions in effect on the date hereof, all of which
are subject to change (possibly with retroactive effect) and to
differing interpretations. This discussion only applies to
stockholders that are U.S. persons as defined in the Internal
Revenue Code of 1986, as amended, and does not describe all of the
tax consequences that may be relevant to a stockholder in light of
their particular circumstances or to stockholders subject to
special rules (such as dealers in securities, financial
institutions, insurance companies, tax-exempt organizations,
foreign individuals and entities, and persons who acquired their
common stock as compensation). In addition, this summary
is limited to stockholders that hold their common stock as capital
assets. This discussion also does not address any tax consequences
arising under the laws of any state, local or foreign jurisdiction
or alternative minimum tax consequences. The tax treatment of each
stockholder may vary depending upon the particular facts and
circumstances of such stockholder.
Page 6
of 11
We have not sought and will not seek an opinion of counsel or a
ruling from the Internal Revenue Service regarding the federal
income tax consequences of the Reverse Stock Split. We believe,
however, that because the Reverse Stock Split is not part of a plan
to periodically increase or decrease any stockholder’s
proportionate interest in the assets or earnings and profits of our
company, the Reverse Stock Split should have the federal income tax
effects described below:
The exchange of pre-split shares for post-split shares should not
result in recognition of
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gain or loss for
federal income tax purposes. |
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The stockholder’s aggregate tax
basis in the post-split shares would equal that stockholder’s
aggregate tax basis in the pre-split shares. |
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The stockholder’s holding period
for the post-split shares will include such stockholder’s holding
period for the pre-split shares. |
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Provided that a stockholder held
the pre-split shares as a capital asset, the post-split shares
received in exchange therefor would also be held as a capital
asset. |
We believe that the Company should not recognize gain or loss as a
result of the Reverse Stock Split. Our view regarding the tax
consequences of the Reverse Stock Split is not binding on the
Internal Revenue Service or the courts. We urge all stockholders to
consult their own tax advisers to determine the particular federal,
state, local and foreign tax consequences to each of them of the
Reverse Stock Split.
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230,
STOCKHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF
FEDERAL TAX ISSUES IN THIS INFORMATION STATEMENT IS NOT INTENDED OR
WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY
STOCKHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE
IMPOSED ON STOCKHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH
DISCUSSION IS INCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE
PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE
COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C)
STOCKHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Stockholders of record of the Common Stock as of the Record Date
shall have their total shares reduced on the basis of one
post-split share of Common Stock for every 1.5-10 pre-split shares
outstanding.
This action has been approved by the Board and the written consents
of the holders of the majority
Page 7
of 11
PROPOSAL NUMBER TWO
APPROVAL OF COMMON STOCK AUTHORIZED SHARE CAPITAL
INCREASE
The Board of Directors believes that the Common Stock Authorized
Share Capital Increase would give it flexibility, without further
stockholder action, to issue shares of common stock for purposes
including equity financings, as well as share issuances upon the
exercise of existing convertible securities in light of the current
market price and trading activity of the common shares of the
Company and the rights of certain holders of convertible securities
to convert at a price contingent upon market price. An increase in
authorized common shares from 15,000,000 to 75,000,000 common
shares will provide the Company with the ability to more
efficiently and effectively raise capital and make relevant
acquisitions in the best interest of the Company. The Board of
Directors has determined that it is therefore in the best interest
of the Company to increase the authorized number of common shares
in order to meet the obligations of the Company to 75,000,000
shares of Common Stock.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES
OF COMMON STOCK
Other than as stated in the above, at the present time, the Board
has not made any specific plan with respect to the shares of Common
Stock that will be available for issuance after the Common Stock
Authorized Share Capital Increase.
AMENDED ARTICLES OF INCORPORATION
Upon the effectiveness of this Information Statement and on the
date that is twenty (20) days following the mailing of this
Information Statement, the Board of Directors shall have the
Company’s Amendment to the Articles of Incorporation filed with the
State of Nevada in order to effectuate the Common Stock Authorized
Share Increase. At such time, the Company shall also process the
Reverse Stock Split Option via FINRA, and upon approval from FINRA
shall file with the State of Nevada a Certificate of Change
Pursuant to NRS 78.209 as required by the State.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
CORPORATION ACTIONS AND EFFECTIVE TIME
The Corporate Action to increase the authorized Common Stock of the
Company will become effective on the date that we file the
Certificate of Amendment with the Secretary of State of the State
of Nevada. We intend to file the Amendment to the Articles of
Incorporation of the Company (the “Amendment”) with the Secretary
of State of the State of Nevada promptly after the twentieth (20th)
day following the date on which this Information Statement is
mailed to the Stockholders. We intend to file the Certificate of
Change Pursuant to NRS 78.209 upon approval from FINRA.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS
TO BE ACTED UPON
No director, executive officer, associate of any officer or
director or executive officer, or any other person has any
interest, direct or indirect, by security holdings or otherwise, in
the amendment to the Articles of Incorporation referenced herein
which is not shared by the majority of the stockholders.
Page 8
of 11
OTHER
MATTERS
If you
and others who share your mailing address own Common Stock in
street name, meaning through bank or brokerage accounts, you may
have received a notice that your household will receive only one
annual report and proxy statement from each company whose stock is
held in such accounts. This practice, known as “householding” is
designed to reduce the volume of duplicate information and reduce
printing and postage costs. Unless you responded that you did not
want to participate in householding, you were deemed to have
consented to it, and a single copy of this Information Statement
has been sent to your address. Each stockholder will continue to
receive a separate notice.
If you
would like to receive an individual copy of this Information
Statement, we will promptly send a copy to you upon request by mail
to the Company at 106 W. Mayflower, Las Vegas, Nevada 89030, or by
calling (702) 267-6100. This document is also available in digital
form for download or review by visiting the website of the
Securities and Exchange Commission at www.sec.gov.
ADDITIONAL INFORMATION
We are
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance with the
requirements thereof, file reports, proxy statements and other
information with the Securities and Exchange Commission (“SEC”).
Copies of these reports, proxy statements and other information can
be obtained at the SEC’s public reference facilities at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549.
Additionally, these filings may be viewed at the SEC’s website at
http://www.sec.gov.
The
following documents as filed with the Commission by the Company are
incorporated herein by reference:
SPACE LEFT INTENTIONALLY BLANK. SIGNATURES TO FOLLOW.
Page 9
of 11
SIGNATURE
Pursuant to the
requirements of the Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed
on its behalf by the undersigned hereunto authorized.
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BY ORDER OF THE BOARD OF
DIRECTORS
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THE 4 LESS GROUP INC.
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By: /s/ Timothy
Armes
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Timothy Armes
CEO
and Director
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Page
10 of 11
EXHIBIT A
Certificate of Amendment to Articles of Incorporation for
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
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1.
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Name of Corporation: The 4
Less Group, Inc.
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2.
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The Articles have been
amended as follows:
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a.
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The Articles of
Incorporation of The 4 Less Group, Inc., are amended as
follows:
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ARTICLE IV: The number of shares of Common Stock authorized by
the Corporation shall be 75,000,000 common shares, par value
$0.000001 per share.
Page
11 of 11