Proxy Statement - Other Information (preliminary) (pre 14c)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

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[ ]	Definitive Information Statement

ALTITUDE INTERNATIONAL HOLDINGS, INC

(Name of Registrant As Specified In Charter)

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Altitude International Holdings, Inc.

515 E. Las Olas Boulevard, Suite 120

Fort Lauderdale, FL 33301

954-256-5120

December 10, 2020

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

Dear Shareholder:

This notice and the accompanying Information Statement are being distributed to the holders of record (the “Shareholders”) of the voting capital stock of Altitude International Holdings, Inc., a New York corporation (the “Company”), as of the close of business on December 14, 2020 (the “Record Date”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the notice requirements of the New York Business Corporation Act (the “New York BSC”). The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our Board of Directors (the “Board”) and taken by written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of the Record Date (the “Written Consent”).

The Written Consent approved the following actions:

●

Increasing the number of authorized shares of Common Stock from seventy million (70,000,000) shares of Common Stock to six hundred million (600,000,000) shares of Common Stock (the “Authorized Share Increase”). The 5,000,000 authorized preferred shares of the Company shall remain the same.

The Written Consent is the only shareholder approval required to effect the Corporate Action under the New York BSC, our Articles of Incorporation, as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your consent or proxy in connection with the Corporate Action. The Corporate Action, as approved by the Written Consent, will not become effective until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the Shareholders. We expect to mail the accompanying Information Statement to the Shareholders on or about December 21, 2020.

Important Notice Regarding the Availability of Information Statement Materials in Connection with this Schedule 14C: We will furnish a copy of this Notice and Information Statement, without charge, to any shareholder upon written request to the address set forth above, Attention: Corporate Secretary.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

	Sincerely,

	/s/ Robert Kanuth
	Robert Kanuth, CEO, President and Director

Altitude International Holdings, Inc.

515 E. Las Olas Boulevard, Suite 120

Fort Lauderdale, FL 33301

INFORMATION

STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.

INTRODUCTION

This Information Statement advises the shareholders of Altitude International Holdings, Inc. (the “Company,” “we,” “our” or “us”) of the approval of the following corporate action (the “Corporate Action”):

●

On December 5, 2020 (the “Record Date”), our Board of Directors (the “Board”) approved the Corporate Action and submitted the same to certain holders of our Common Stock. On the same date, the holders of a majority of the voting power of the outstanding capital stock of the Company (the “Majority Stockholders”) executed and delivered to us a written consent in lieu of a meeting (the “Written Consent”) approving the Corporate Action.

Section 615 of the New York BSC provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. Section 615 of the New York BSC, however, requires that in the event an action is approved by written consent, a company must provide notice of the taking of any corporate action without a meeting to all shareholders who were entitled to vote upon the action but who have not consented to the action..

In accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about December 21, 2020. This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholders, which hold a majority of the voting capital stock of the Company.

The following table sets forth the name of the Majority Stockholders, the total number of shares that the Majority Stockholders voted in favor of the Corporate Action, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.

Voting Stock: Common Stock

As of December 5, 2020, there were issued and outstanding 51,500,264 shares of Common Stock (with the holder of each share having one vote). Pursuant to Section 615 of the New York BSC, at least a majority of the voting equity of the Company, or at least 25,750,133 votes, is required to approve the Corporate Action by written consent. Two shareholders, who together own a total of 26,389,980, have voted in favor of the Corporate Action, thereby satisfying the requirement under Section 615 of the New York BSC that at least a majority of the voting equity vote in favor of a corporate action by written consent.

Name of Beneficial Owner

Number of Common

Shares Owned

Percent of

Class(1)

Robert Kanuth

17,428,294

33.84

David Vincent

8,961,686

17.40

(1)

Based on 51,500,264 shares of Common Stock issued and outstanding as of December 5, 2020.

ACTIONS TO BE TAKEN

The Corporate Action will become effective on the date that we file Certificate(s) of Amendment to the Company’s Articles of Incorporation, as amended, (the “Amendment(s)”), with the State of New York. We intend to file the Amendments with the State of New York promptly after the twentieth (20^th) day following the date on which this Information Statement is mailed to the Stockholders.

INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors and the Majority Stockholders of the Company have approved the filing of an amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from seventy million (70,000,000) shares of Common Stock to six hundred million (600,000,000) shares of Common Stock (the “Authorized Share Increase”). The five million shares of Preferred Stock authorized shall remain authorized.

Our Board of Directors believes it is in the best interest of our Company to increase the number of authorized shares of Common Stock in order to give us greater flexibility in considering and planning for future corporate needs, including, but not limited to, future financing and recapitalization efforts as well as other general corporate transactions. The Board of Directors believes that additional authorized shares of common stock will enable us to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to us in the future. We do not have any definitive plans or agreements regarding the issuance of the additional shares of common stock that will result from our adoption of the proposed Amendment.

The increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of the additional shares of Common Stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding the beneficial ownership of our voting securities (Common Stock) as of December 5, of (i) each person known to us to beneficially own more than 5% of our stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As of December 5, 2020, there were a total of 51,500,264 shares of Common Stock issued.

The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of December 5, 2020, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of each of the stockholders listed below is: c/o Altitude International Holdings, Inc., 515 E. Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301.

Title of Class	Name and Address	Number of Shares Owned		Percent of Class ⁽¹⁾			Number of Shares Beneficially Owned
Common	Robert Kanuth and Lesley Visser 515 E. Las Olas Boulevard, Suite 120 Fort Lauderdale, FL 33301		17,428,294		33.84	%		17,169,960	(2)

Common	David Vincent		8,961,686		17.40	%		8,961,686

Common	Joseph B. Frost 515 E. Las Olas Boulevard, Suite 120 Fort Lauderdale, FL 33301		9,946,625		19.31	%		9,946,625

Common	Greg Anthony 515 E. Las Olas Boulevard, Suite 120 Fort Lauderdale, FL 33301		1,000,000		1.94	%		1,000,000

(1)	Applicable percentage of ownership for common stock is based on 51,500,264 shares of our Common Stock issued and outstanding as of December 5, 2020. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our Common Stock issuable upon the exercise of stock options exercisable, or convertible securities convertible, currently or within 60 days of December 5, 2020, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person’s percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

(2)	Mr. Kanuth and Ms. Visser are married, and jointly own all shares in the name “Robert Kanuth and Lesley Visser.”

ADDITIONAL INFORMATION

We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, 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 Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. 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.

The following documents, as filed with the SEC by the Company, are incorporated herein by reference:

	(1)	Annual Report on Form 10-K for the fiscal year ended December 31, 2019;

	(2)	Annual Report on Form 10-K for the fiscal year ended December 31, 2018; and

	(3)	Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.

You may request a copy of these filings, at no cost, by writing Altitude International Holdings, Inc., 515 E. Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301. 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.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS 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 the Company at 515 E. Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301.

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.

This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.

By Order of the Board of Directors