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
Check the appropriate box:
| ☒ |
Preliminary Information Statement |
| ☐ |
Confidential, for Use of the Commission Only (as
permitted by Rule 14A-6(e)(2)) |
| ☐ |
Definitive Information Statement |
BOXSCORE BRANDS, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☐ |
Fee paid previously with
preliminary materials. |
| ☐ |
Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and
0-11 |
BOXSCORE BRANDS, INC.
3275 S. Jones Blvd., Suite 104
Las Vegas, Nevada 89146
(800) 998-7962
OCTOBER 25, 2022
NOTICE OF ACTIONS TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF
STOCKHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE
OUTSTANDING CAPITAL STOCK OF THE COMPANY IN LIEU OF A SPECIAL
MEETING OF THE STOCKHOLDERS.
This Information Statement is being furnished to the holders of
record of the outstanding shares of (i) common stock, $0.001 par
value per share (the “Common Stock”); and, (ii) Series A
Super Voting Preferred Convertible Stock, $0.001 par value per
share (the “Series A Preferred”), of BoxScore Brands, Inc.,
a Delaware corporation (the “Company”; “we”;
“us”; “our”; or, similar terminology), as of October
19, 2022 (the “Record Date”). The purpose of this
Information Statement is to notify the Company’s stockholders that
on October 20, 2022, in accordance with Section 228 of the General
Corporation Law of the State of Delaware (the “DGCL”), the
written consent of the holders of a majority of the voting power of
the outstanding capital stock of the Company as of the Record Date
(the “Consenting Stockholders”) approved the following
corporate actions:
|
(1) |
Amendment of our Certificate of
Incorporation (the “Certificate of Incorporation”) to change
the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the
“Name Change”). |
|
(2) |
Amendment of our Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from 600,000,000 to 4,500,000,000 Shares (the “Authorized
Share Increase”). |
|
(3) |
Future amendment of our Certificate
of Incorporation to implement a decrease in the authorized shares
of the Company’s Common Stock from 4,500,000,000 to a number of not
less than 10,000,000 and not more than 2,000,000,000 (the
“Authorized Share Reduction”), at any time prior to October
20, 2023 (the “Anniversary Date”), with the Board of
Directors of the Company (the “Board”) having the discretion
to determine whether or not the Authorized Share Reduction is to be
effected, and if effected, the exact number of the Authorized Share
Reduction within the above range. |
|
(4) |
Future amendment of our Certificate
of Incorporation to implement a reverse stock split of the
Company’s Common Stock by a ratio of not less than 1-for-10 and not
more than 1-for-1,000, (the “Reverse Split”), at any time
prior to the Anniversary Date, with the Board having the discretion
to determine whether or not the Reverse Split is to be effected,
and if effected, the exact ratio for the Reverse Split within the
above range. |
The consents that we have received approving the Name Change,
Authorized Share Increase, Authorized Share Reduction, and the
Reverse Split (collectively, the “Approved Corporate
Actions”) constitute the only stockholder approval required
under the DGCL, our Certificate of Incorporation, as amended, and
our Bylaws. Accordingly, the Approved Corporate Actions will not be
submitted to the other stockholders of the Company for a vote.
The accompanying Information Statement, which describes each of the
Approved Corporate Actions in more detail, is being furnished to
all our stockholders for informational purposes only, pursuant to
Section 14(c) of the Securities Exchange Act of 1934, as amended
from time-to-time (the “Exchange Act”). Stockholders of
record at the close of business on the Record Date are entitled to
receive this Information Statement.
Pursuant to Rule 14c-2 of the Exchange Act, the actions described
herein will not become effective until at least twenty (20)
calendar days following the date on which this Information
Statement is first mailed to our stockholders of record. This
Information Statement will be mailed on or about November [__],
2022 to our stockholders of record as of the Record Date.
The accompanying Information Statement is solely for information
purposes only and does not require or request you to do anything.
You are encouraged to carefully read the accompanying Information
Statement, including exhibits, for further information regarding
the Reverse Split. This letter is the notice required by
Section 228(e) of the DGCL. Thank you for your
continued support of and interest in the Company.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
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By order of the Board of
Directors, |
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BOXSCORE BRANDS, INC. |
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/s/ Sebastian
Lux |
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SEBASTIAN LUX, |
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Chief
Executive Officer |
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October 25, 2022 |
BOXSCORE BRANDS, INC.
3275 S. Jones Blvd., Suite 104
Las Vegas, Nevada 89146
(800) 998-7962
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
OCTOBER 25, 2022
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN
To the Company’s Stockholders:
This Information Statement is being sent to all holders of (i) the
common stock, $.001 par value (the “Common Stock”); and,
(ii) Series A Super Voting Preferred Convertible Stock, $0.001 par
value per share (the “Series A Preferred”) of BoxScore
Brands, Inc., a Delaware corporation (the “Company”;
“we”; “us”; “our”; or, similar terminology).
The mailing date of this Information Statement is on or about
November [__], 2022. This Information Statement has been filed with
the Securities and Exchange Commission (the “SEC”) and is
being furnished, pursuant to Regulation 14C of the Securities
Exchange Act of 1934, as amended from time-to-time (the
“Exchange Act”), to notify our stockholders of actions we
are taking pursuant to a written consent executed by a stockholder
representing a majority of the voting power of our capital stock in
lieu of a meeting of stockholders.
On October 19, 2022, the record date for determining the identity
of stockholders who are entitled to receive this Information
Statement (the “Record Date”), we had issued and outstanding
(i) 385,568,143 shares of Common Stock; and, (ii) 50,000 shares of
Series A Preferred. Each share of the Common Stock entitles the
holder thereof to one vote on all matters submitted to
stockholders. Holders of the Series A Preferred entitles the
holders thereof to vote together as a class with voting rights
equal to sixty percent (60%) of all of the issued and outstanding
shares of the Common Stock.
No vote or other consent of our stockholders is solicited in
connection with this Information Statement. We are not asking you
for a proxy and you are requested not to send us a proxy.
NOTICE IS HEREBY GIVEN that a stockholder owning 50,000
shares of Series A Preferred, or approximately 60% of the voting
power of our outstanding voting securities, executed and delivered
to the Board of Directors of the Company (the “Board”) a
written consent dated October 20, 2022, in lieu of a special
meeting of the stockholders of the Company (the “Written
Consent”), approving the following actions:
|
(1) |
Amendment of our Certificate of
Incorporation (the “Certificate of Incorporation”) to change
the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the
“Name Change”). |
|
(2) |
Amendment of our Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from 600,000,000 to 4,500,000,000 Shares (the “Authorized
Share Increase”). |
|
(3) |
Future amendment of our Certificate
of Incorporation to implement a decrease in the authorized shares
of the Company’s Common Stock from 4,500,000,000 to a number of not
less than 10,000,000 and not more than 2,000,000,000 (the
“Authorized Share Reduction”), at any time prior to October
20, 2023 (the “Anniversary Date”), with the Board having the
discretion to determine whether or not the Authorized Share
Reduction is to be effected, and if effected, the exact number of
the Authorized Share Reduction within the above range. |
|
(4) |
Future amendment of our Certificate
of Incorporation to implement a reverse stock split of the
Company’s Common Stock by a ratio of not less than 1-for-10 and not
more than 1-for-1,000, (the “Reverse Split”), at any time
prior to the Anniversary Date, with the Board having the discretion
to determine whether or not the Reverse Split is to be effected,
and if effected, the exact ratio for the Reverse Split within the
above range. |
The Name Change, Authorized Share Increase, Authorized Share
Reduction, and the Reverse Split are collectively referred to
herein as the “Approved Corporate Actions”. No other
corporate actions to be taken by written consent were considered.
Because the Approved Corporate Actions were approved by the written
consent of a stockholder holding a majority of our outstanding
voting securities, no proxies are being solicited with this
Information Statement. The Board has also approved the Approved
Corporate Actions.
We are not aware of any substantial interest, direct or indirect,
by security holders or otherwise, that is in opposition to matters
of action being taken. In addition, pursuant to the laws of the
State of Delaware, the actions to be taken by majority written
consent in lieu of a special stockholder meeting do not create
appraisal or dissenters’ rights.
The Board determined to pursue stockholder action by majority
written consent of those shares entitled to vote in an effort to
reduce the costs and management time required to hold a special
meeting of stockholders and to implement the above action in a
timely manner.
Under Section 14(c) of the Exchange Act, actions taken by
written consent without a meeting of stockholders cannot become
effective until 20 days after the mailing date of this definitive
Information Statement, or as soon thereafter as is practicable. We
are not seeking written consent from any stockholders other than as
set forth above and our other stockholders will not be given an
opportunity to vote with respect to the actions taken. All
necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purpose of
advising stockholders of the actions taken by written consent and
giving stockholders advance notice of the actions taken. This
Information Statement will serve as the written notice required by
Section 228(e) of the General Corporation Law of the
State of Delaware (the “DGCL”).
OUTSTANDING SHARES AND VOTING RIGHTS
As of October 20, 2022, the Company’s authorized capitalization
consisted of (i) 600,000,000 shares of Common Stock, $0.001 par
value per share, of which 385,568,143 shares were issued and
outstanding; and, (ii) 10,000,000 shares of Preferred Stock, $0.001
par value per share, of which 50,000 shares are designated Series A
Preferred Stock.
Each share of Common Stock entitles its holder to one vote on each
matter submitted to the stockholders. Holders of the Series A
Preferred entitles the holders thereof to vote together as a class
with voting rights equal to sixty percent (60%) of all of the
issued and outstanding shares of the Common Stock. On October 20,
2022, Adam Lipson (“Lipson”), the holder of 50,000 shares of
the Series A Preferred Stock (representing 60% of the Company’s
shares of capital stock entitled to vote on the Approved Corporate
Actions), executed and delivered the Written Consent to the Board.
Because the action was approved by a stockholder owning a majority
of our outstanding shares entitled to vote of Common Stock, no
proxies are being solicited with this Information Statement. No
consideration was paid for the Written Consent from Lipson.
The Company has issued and outstanding a number of convertible
promissory notes which are convertible into shares of our Common
Stock (collectively, the “Convertible Notes”). The
Convertible Notes can be converted into no less than 2.5 billion
shares of our Common Stock. The Company also has issued and
outstanding a number of options and warrants which are convertible
into shares of our Common Stock (collectively, the “Convertible
Securities”). The Convertible Securities can be converted into
no less than 240 million shares of our Common Stock. Neither the
Convertible Notes nor the Convertible Securities are entitled to
any voting rights prior to being converted in accordance with their
respective terms and conditions.
The DGCL provides, in pertinent part, that unless a company’s
certificate of incorporation provides otherwise, stockholders may
take any action without a meeting of stockholders, without prior
notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, is signed by stockholders of the
outstanding stock having not less than the minimum number of votes
that would be necessary to authorize and take such action at a
meeting at which all shares entitled to vote thereon were present
voted.
ABOUT THE INFORMATION STATEMENT
What is the purpose of the Information Statement?
This Information Statement is being furnished to you pursuant to
Section 14 of the Exchange Act, to notify the Company’s
stockholders as of the Record Date of the corporate actions
expected to be taken pursuant to the consents or authorizations of
stockholders representing a majority of the voting rights of the
Company’s outstanding capital stock.
Stockholders holding in excess of fifty one (51%) of the voting
power of the Company’s outstanding voting securities voted in favor
of the corporate matters outlined in this Information Statement,
consisting of the approval of:
|
(1) |
Amendment of our Certificate of
Incorporation (the “Certificate of Incorporation”) to change
the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the
“Name Change”). |
|
(2) |
Amendment of our Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from 600,000,000 to 4,500,000,000 Shares (the “Authorized
Share Increase”). |
|
(3) |
Future amendment of our Certificate
of Incorporation to implement a decrease in the authorized shares
of the Company’s Common Stock from 4,500,000,000 to a number of not
less than 10,000,000 and not more than 2,000,000,000 (the
“Authorized Share Reduction”), at any time prior to October
20, 2023 (the “Anniversary Date”), with the Board having the
discretion to determine whether or not the Authorized Share
Reduction is to be effected, and if effected, the exact number of
the Authorized Share Reduction within the above range. |
|
(4) |
Future amendment of our Certificate
of Incorporation to implement a reverse stock split of the
Company’s Common Stock by a ratio of not less than 1-for-10 and not
more than 1-for-1,000, (the “Reverse Split”), at any time
prior to the Anniversary Date, with the Board having the discretion
to determine whether or not the Reverse Split is to be effected,
and if effected, the exact ratio for the Reverse Split within the
above range. |
Who is entitled to notice?
Each holder of outstanding voting securities, as of the Record
Date, will be entitled to notice of the actions. Stockholders as of
the close of business on the Record Date that held in excess of
fifty one (51%) of the voting power of the Company’s outstanding
shares of voting securities voted in favor of the Approved
Corporate Actions.
What actions were taken by written consent?
Stockholders holding in excess of fifty one (51%) of the voting
power of the Company’s outstanding voting securities have voted in
favor of the (i) Name Change; (ii) Authorized Share Increase; (iii)
Authorized Share Reduction; and, (iv) Reverse Split.
What vote is required to approve the Approved Corporate
Actions?
The affirmative vote of a majority of the voting power of the
Company’s voting securities outstanding on the Record Date is
required for approval of the Approved Corporate Actions.
What vote was obtained to approve the Approved Corporate
Actions described in this Information Statement?
We obtained the approval of the holder of 50,000 issued and
outstanding shares of Series A Preferred Stock, which represents
60% of the voting securities.
Is consent to action in lieu of a meeting authorized under
Delaware law?
Section 228 of the DGCL provides that any action required or
permitted to be taken at a meeting of stockholders of a corporation
may be taken without a meeting if a written consent thereto is
signed by the stockholders holding at least a majority of the
voting power.
This Information Statement is being distributed pursuant to the
requirements of Section 14(c) of the Exchange Act to the Company’s
stockholders as of the Record Date. The corporate actions described
herein will be effective approximately 20-days after the mailing of
this Information Statement.
Who is bearing the cost of mailing this Information
Statement?
The entire cost of furnishing this Information Statement will be
borne by the Company.
What is a reverse stock split?
A reverse stock split reduces the total number of a company’s
outstanding shares in proportion to the split ratio chosen.
Following the effectiveness of a reverse stock split, a
pre-determined number of existing shares is exchanged for one new
share, resulting in an initially higher, yet proportionate, price
per share. A reverse stock split has no impact on a stockholder’s
pro rata ownership of the company.
What is the reverse stock split ratio?
The Board will determine, in its sole discretion, the ratio of the
reverse split, should it decide to proceed with the transaction.
The range of the ratio will be between 1-for-10 and 1-for-1,000.
Stockholders who otherwise would hold fractional shares because the
number of shares of common stock they held before the reverse stock
split would not be evenly divisible based upon the split ratio will
not be entitled to cash payments. Rather, their fractional share
would be increased to the next highest while number.
What will be the impact of the reverse stock split on the
outstanding shares of the Company’s preferred stock?
Any reverse stock split under the Amendment will have no effect
upon the authorized or issued shares of the Company’s preferred
stock. However, the number of shares of common stock into which the
preferred shares will be converted will be reduced by the same
reverse split ratio.
APPROVED CORPORATE ACTION 1
THE NAME CHANGE
General
The Certificate of Incorporation will be amended to change the name
of the Company to “AMERICAN BATTERY MATERIALS, INC.”. The form of
Certificate of Amendment is attached
as Exhibit A to this Information Statement.
The Name Change will become effective no earlier than 20-days after
the mailing of this Information Statement to our stockholders.
Reasons for Name Change
The Board believes the change of our name from “BoxScore Brands,
Inc.” to “American Battery Materials, Inc.” will be in our best
interests as the new name better reflects our long-term strategy
and identity. The name change aligns the Company’s corporate name
with the Company’s entry into the chemicals processing business
through U.S. based exploration and extraction focused on the direct
extraction and refinement of technical minerals for battery
materials.
Effect on Stockholders
The Name Change will not affect in any way (i) the validity or
transferability of the outstanding shares of the Company’s stock at
the time of the name change; (ii) our capital structure; or, (iii)
the trading of our common stock. Following implementation of the
Name Change, stockholders may continue to hold their existing stock
certificates or receive new certificates reflecting the name change
by delivering their existing certificates to the Company’s transfer
agent. Stockholders should not destroy any stock certificates and
should not deliver any stock certificates to the transfer agent
until after the effectiveness of the name change. Our stockholders
do not have any “appraisal” or “dissenters” rights in connection
with the approval or implementation of the Name Change.
APPROVED CORPORATE ACTION 2
THE AUTHORIZED SHARE INCREASE
General
The Certificate of Incorporation will be amended to increase the
number of authorized shares of Common Stock from 600,000,000 to
4,500,000,000 shares. The form of Certificate of Amendment is
attached as Exhibit A to this Information
Statement. The Authorized Share Increase will become effective no
earlier than 20-days after the mailing of this Information
Statement to our stockholders.
Reasons for Authorized Share Increase
The Convertible Notes and the Convertible Securities (collectively,
the “Convertible Instruments”) can be converted into no less
than 2.7 billion shares of our Common Stock. The Company is in the
process of converting all such Convertible Instruments into Common
Stock. The Company does not currently have a sufficient number of
authorized and unreserved shares of the Common Stock to issue upon
conversion of all of the Convertible Instruments. The Certificate
of Incorporation must be amended to increase the number of
authorized shares to allow for conversion in full of the
Convertible Instruments. In addition, the Board believes that the
availability of additional authorized shares of Common Stock will
provide the Company with additional flexibility to issue additional
shares of the Common Stock for a variety of general corporate
purposes as the Board may determine to be desirable including,
without limitation, stock splits (including splits effected through
the declaration of stock dividends), raising capital, future
financings, investment opportunities, acquisitions, or other
distributions. The Board has not authorized the Company to take any
action with respect to the shares that would be authorized under
the Authorized Share Increase, and the Company currently does not
have any definitive plans, arrangements or understandings with
respect to the issuance of the additional shares of the Common
Stock that would be authorized by the Authorized Share Increase,
except for issuance of shares of Common Stock to convert all
Convertible Instruments.
Effect on Stockholders
The terms of the additional authorized shares of the Common Stock
will be identical to those of the currently issued and outstanding
shares of the Common Stock. The increase in the number of
authorized shares of the Common Stock pursuant to the Authorized
Share Increase will not alter the current number of issued and
outstanding shares of the Common Stock. Because holders of the
Common Stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional
shares of the Common Stock from the increased pool of authorized
shares of the Common Stock will reduce the current stockholders’
percentage ownership interest in the total outstanding shares of
the Common Stock. The relative rights and limitations of the shares
of the Common Stock will remain unchanged by the Authorized Share
Increase. The authorized and unissued shares may be issued for
cash, to acquire property, or for any other purpose that is deemed
in the best interests of the Company.
In addition, the Authorized Share Increase could have a number of
effects on the Company’s stockholders depending upon the exact
nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect,
in that additional shares could be issued (within the limits
imposed by applicable law) in one or more transactions that could
make a change in control or takeover of the Company more difficult.
For example, additional shares could be issued by the Company so as
to dilute the stock ownership or voting rights of persons seeking
to obtain control of the Company, even if the persons seeking to
obtain control of the Company offer an above-market premium that is
favored by a majority of stockholders. Similarly, the issuance of
additional shares to certain persons allied with the Company’s
management could have the effect of making it more difficult to
remove the Company’s management by diluting the stock ownership or
voting rights of persons seeking to cause such removal. The Board
is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this proposal is not being presented
with the intent that it be utilized as a type of anti-takeover
device. Our directors and executive officers have no substantial
interests, directly or indirectly, in the Authorized Share
Increase, except that the ability to convert Convertible
Instruments held by certain of our directors and executive officers
and their affiliates is contingent upon an amendment to our
Certificate of Incorporation that creates sufficient available
authorized shares for conversion. Our stockholders do not have any
“appraisal” or “dissenters” rights in connection with the approval
or implementation of the Authorized Share Increase.
APPROVED CORPORATE ACTION 3
THE AUTHORIZED SHARE REDUCTION
General
Future amendment of our Certificate of Incorporation to implement a
decrease in the authorized shares of the Company’s Common Stock
from 4,500,000,000 to a number of not less than 10,000,000 and not
more than 2,000,000,000, at any time prior to the Anniversary Date,
with the Board having the discretion to determine whether or not
the Authorized Share Reduction is to be effected, and if effected,
the exact number of the Authorized Share Reduction within the above
range. The reduction in authorized shares will not be directly
proportional to the Reverse Split. Instead, the Board will
determine, its sole discretion, the number of authorized shares of
Common Stock within the established range. The Board will select a
number which it believes will provide adequate flexibility to the
Company to engage in future capital raising transactions,
acquisitions, and other transactions which might require the
issuance of Common Stock. If the Board, in its sole discretion,
determines not to implement the Reverse Split, the Board could
still implement the Authorized Share Reduction. If it chooses not
to do so, we will continue to be authorized to issue up to
4,500,000,000 shares of Common Stock as a result of the Authorized
Share Increase. In order to implement the Authorized Share
Reduction, the Board would be empowered to file a Certificate of
Amendment at any time no earlier than 20-days after the mailing of
this Information Statement to our stockholders, and no later than
the Anniversary Date. The form of such Certificate of Amendment
will be substantially as set forth on Exhibit B, subject to
any changes required by applicable law, attached to this
Information Statement.
Reasons for the Authorized Share Reduction
The Board believes that the reason for the Authorized Share
Reduction, among other reasons, is the potential for the large
number of outstanding shares of our Common Stock may have
contributed to the difficulty with some business transactions and,
contributed to a lack of investor and specialized fund interest in
the Company, and has made it difficult to attract new investors,
specialized funds and potential business candidates.
The Board further believes that the Authorized Share Reduction may
also decrease the potential dilution to our stockholders following
the Reverse Split. If we do not reduce the number of authorized
shares, the number of remaining authorized shares could
substantially dilute the ownership of the Company by our existing
stockholders. If we reduce the number of shares we are authorized
to issue after we implement the reverse stock split, then there
would be less shares available for dilution. Although the issuance
of these shares would still be dilutive to our current
stockholders, the potential dilution would be substantially less
than that which would be possible if our authorized shares remained
at 4,500,000,000. The Board also believes that 4,500,000,000
authorized shares of Common Stock would be disproportionately large
in relation to the Company’s outstanding Common Stock after the
Reverse Split. This could make it more difficult for the Company to
obtain equity financing in the future because the Company would
have the ability to dilute equity investments significantly at any
time.
Effect on Stockholders
The Authorized Share Reduction will have no material effect on the
rights of existing stockholders, since it will not change the
percentage of ownership of the Company of any stockholder.
Moreover, the filing of a Certificate of Amendment to implement the
Authorized Share Reduction will not, without further action of our
Board, cause or result in any changes in our current capital
accounts or outstanding common stock.
In the event a combination of the Reverse Split and the Authorized
Share Reduction results in a large percentage increase in
authorized but unissued common shares compared to outstanding
common shares, it could have an anti-takeover effect, such as
permitting the issuance of shares to purchasers who might oppose a
hostile takeover bid or oppose stockholder efforts to amend or
repeal the Certificate of Incorporation or Bylaws of the Company.
Using available authorized shares in this manner could render more
difficult or discourage an attempt to acquire control of the
Company even if such a transaction would be beneficial to
stockholders. The issuance by the Company of such authorized Common
Stock or preferred stock could dilute the equity ownership, and
depending on the amount of shares issued, such dilution may be
substantial. Our stockholders do not have any “appraisal” or
“dissenters” rights in connection with the approval or
implementation of the Authorized Share Reduction. See the
next section, “The Reverse Split”, for further discussion.
APPROVED CORPORATE ACTION 4
THE REVERSE SPLIT
General
Future amendment of our Certificate of Incorporation to implement a
reverse stock split of the Company’s Common Stock by a ratio of not
less than 1-for-10 and not more than 1-for-1,000, at any time prior
to the Anniversary Date, with the Board having the discretion to
determine whether or not the Reverse Split is to be effected, and
if effected, the exact ratio for the Reverse Split. In order to
implement the Reverse Split, the Board would be empowered to file a
Certificate of Amendment at any time no earlier than 20-days after
the mailing of this Information Statement to our stockholders, and
no later than the Anniversary Date. The form of such Certificate of
Amendment will be substantially as set forth on Exhibit B,
subject to any changes required by applicable law, attached to this
Information Statement.
Reasons for the Reverse Split
We believe that enabling our Board to set the ratio within the
stated range will provide us with the flexibility to implement the
Reverse Split in a manner designed to maximize the anticipated
benefits for our stockholders. In determining a ratio, if any, our
Board may consider, among other things, factors such as:
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the
historical trading price and trading volume of our Common
Stock; |
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the
number of shares of our Common Stock outstanding; |
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● |
the
then-prevailing trading price and trading volume of our Common
Stock and the anticipated impact of the Reverse Split on the
trading market for our Common Stock; |
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the
anticipated impact of a particular ratio on our ability to reduce
administrative and transactional costs; and |
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prevailing general market and economic
conditions. |
Our Board reserves the right to elect to abandon the Reverse Split,
including any or all proposed reverse stock split ratios, if it
determines, in its sole discretion, that the Reverse Split is no
longer in the best interests of the Company and its
stockholders.
The Board believes that, should the appropriate circumstances
arise, effecting the Reverse Split could, among other things, help
us to:
Meet the Nasdaq or NYSE Listing Requirements. Our Common
Stock is currently quoted on the OTC Pink tier of the OTC Markets,
Inc. under the symbol “BOXS”. Both the NYSE and Nasdaq require a
minimum trading price per share in order to list on either
exchange. The NYSE and Nasdaq Rules and Regulations require, among
other things, that in order to list on their exchanges, the average
closing price of a company’s common stock must be at least $3.00 or
$4.00 per share over a consecutive 30 trading-day period. In
connection with the implementation of the Reverse Split, we intend
to apply to have our Common Stock transferred from its current
listing on OTC Pink to the Nasdaq Capital Market, though it is more
than likely than not that such application would not be effected
for at least 6-months after the completion of the Reverse
Split.
Appeal to a Broader Range of Investors to Generate Greater
Investor Interest in the Company. An increase in our stock
price may make our Common Stock more attractive to investors.
Brokerage firms may be reluctant to recommend lower-priced
securities to their clients. Many institutional investors have
policies prohibiting them from holding lower-priced stocks in their
portfolios, which reduces the number of potential purchasers of our
Common Stock. Investment funds may also be reluctant to invest in
lower-priced stocks. Investors may also be dissuaded from
purchasing lower-priced stocks because the brokerage commissions,
as a percentage of the total transaction, tend to be higher for
such stocks. Moreover, analysts at many brokerage firms do not
monitor the trading activity or otherwise provide coverage of
lower-priced stocks. Giving the Board the ability to effect the
Reverse Split, and thereby increase the price of our Common Stock,
would give the Board the ability to address these issues if it is
deemed necessary.
Improve the Perception of Our Common Stock as an Investment
Security. Our Board unanimously approved the discretionary
authority to effect a reverse stock split as one potential means of
increasing the share price of our Common Stock to improve the
perception of our Common Stock as a viable investment security.
Lower-priced stocks have a perception in the investment community
as being risky and speculative, which may negatively impact not
only the price of our common stock, but also our market
liquidity.
Depending on the ratio for the Reverse Split determined by our
Board, stockholders with less than 10 shares and no more than 1,000
shares of existing Common Stock, may be combined into one share of
Common Stock. Any fractional shares will be rounded up to the next
whole number. The Certificate of Amendment, if filed, will include
only the Reverse Split ratio determined by our Board to be in the
best interests of our Stockholders and all of the other proposed
amendments at different ratios will be abandoned.
Following the Reverse Split, the number of our outstanding shares
of common stock will be significantly reduced. The Reverse Split is
not being proposed in response to any effort of which we are aware
to accumulate our shares of common stock or preferred stock or
obtain control of the Company, nor is it a plan by management to
recommend a series of similar actions to our Board or our
stockholders.
There are certain risks associated with the Reverse Split, and we
cannot accurately predict or assure the Reverse Split will produce
or maintain the desired results. However, our Board believes that
the benefits to the Company and our stockholders outweigh the risks
of granting the Board the discretionary authority to effect the
Reverse Split.
Effect on Stockholders
The Company currently does not have any plans, arrangements or
understandings, written or oral, to issue any of the authorized but
unissued shares that would become available as a result of the
Reverse Split. The Reverse Split and Authorized Share Reduction are
not being proposed in response to any effort of which we are aware
to accumulate shares of Common Stock or obtain control of the
Company, and the Board also does not intend for this transaction to
be the first step in a series of plans or proposals of a “going
private transaction” within the meaning of Rule 13e-3 of the
Securities Exchange, nor is it part of a plan by management to
recommend to the Board and stockholders a series of amendments to
our certificate of incorporation, except for those proposed in this
Information Statement. The Board does not currently contemplate
recommending the adoption of any other amendments to our
Certificate of Incorporation that could be construed to reduce or
interfere with the ability of third parties to take over or change
the control of the Company.
The primary purpose for effecting the Reverse Split, should the
Board choose to effect one, would be to, absent other factors,
increase the per share price of our common stock, although we
cannot provide any assurance that the post reverse stock split
price would remain following the Reverse Split. However, other
factors, such as our financial results, market conditions and the
market perception of our business may adversely affect the market
price of our Common Stock. As a result, there can be no assurance
that the Reverse Split, if completed, will increase the market
price of our Common Stock following the Reverse Split or that the
market price of our Common Stock will not decrease in the future.
Additionally, we cannot assure you that the market price per share
of our Common Stock after a Reverse Split will increase in
proportion to the reduction in the number of shares of our Common
Stock outstanding before the Reverse Split. Accordingly, the total
market capitalization of our Common Stock after the Reverse Split
may be lower than the total market capitalization before the
Reverse Split.
Possible Disadvantages and Risks Associated with the Reverse
Split and Authorized Share Reduction
There can be no assurance that the total market capitalization of
the Common Stock (the aggregate value of all the Company’s Common
Stock at the then market price) after the implementation of the
Reverse Split and Authorized Share Reduction will be equal to or
greater than the total market capitalization before the Reverse
Split and Authorized Share Reduction, or that the per share market
price of the Company’s Common Stock following the Reverse Split
will either equal or exceed the current per share market price.
There can be no assurance that the Reverse Split will increase the
market price of our Common Stock or that any increase will be
proportional to the reverse-split ratio. Accordingly, the total
market capitalization of our Common Stock immediately after the
Reverse Split or at any time thereafter could be lower than the
total market capitalization before the Reverse Split. The
percentage decline in the market price of our Common Stock after
the Reverse Split might be greater than it would have been in the
absence of the Reverse Split, and the liquidity of our Common Stock
could be adversely affected following such the Reverse Split.
If the Reverse Split is effected, and the market price of our
Common Stock declines, the percentage decline may be greater than
would occur in the absence of the Reverse Split. The market price
of our Common Stock, however, will reflect our performance, as well
as other factors unrelated to the number of shares outstanding.
Furthermore, the liquidity of our Common Stock could be adversely
affected by the reduced number of shares that would be outstanding
after the Reverse Split. Reducing the amount of shares available
for trading can reduce the shares’ liquidity, although the board of
directors expects that this effect would not occur in this
particular case.
Any increased per-share stock price resulting from the Reverse
Split might not make our shares more attractive to investors, so
the Reverse Split might not improve the trading liquidity of our
Common Stock.
Although the Board believes that a higher stock price might help
generate increased investor interest in our shares, there can be no
assurance of such an outcome, so greater trading in our stock, and
the increased liquidity in the market for our stock that we hope
greater trading will engender, might not materialize.
Our stockholders do not have any “appraisal” or “dissenters” rights
in connection with the approval or implementation of the Authorized
Share Reduction.
Effect of the Reverse Split on Holders of Outstanding Common
Stock
As of October 20, 2022, the Company had 385,568,143 shares of its
Common Stock issued and outstanding. Depending on the ratio for the
Reverse Split determined by our Board, a minimum of 10 and a
maximum of 1,000 shares of existing Common Stock will be combined
into one new share of Common Stock. The table below shows, as of
October 20, 2022 the number of outstanding shares of Common Stock
that would result from the listed hypothetical Reverse Split ratios
(without giving effect to the treatment of fractional shares):
|
Reverse Split Ratio |
|
Approximate
Number of
Outstanding
Shares of
Common
Stock
Following
the Reverse
Split |
|
| |
|
|
|
| 1-for-10 |
|
|
38,556,815 |
|
| 1-for-100 |
|
|
3,855,682 |
|
| 1-for-400 |
|
|
963,921 |
|
| 1-for-600 |
|
|
642,614 |
|
| 1-for-1,000 |
|
|
385,569 |
|
The table below shows, as of October 20, 2022 the number of
outstanding shares of Common Stock that would result from the
listed hypothetical Reverse Split ratios (without giving effect to
the treatment of fractional shares), and assuming that an
additional 2.7 billion shares of Common Stock are issued upon
conversion of the Convertible Instruments, which would result, by
way of example and not limitation, in 3,085,568,143 shares of
Common Stock issued and outstanding:
|
Reverse Split Ratio |
|
Approximate
Number of
Outstanding
Shares of
Common
Stock
Following
the Reverse
Split |
|
| |
|
|
|
| 1-for-10 |
|
|
308,556,815 |
|
| 1-for-100 |
|
|
30,855,682 |
|
| 1-for-400 |
|
|
7,713,921 |
|
| 1-for-600 |
|
|
5,142,614 |
|
| 1-for-1,000 |
|
|
3,085,569 |
|
The actual number of shares issued after giving effect to the
Reverse Split, if implemented, will depend on the Reverse Split
ratio that is ultimately determined by our Board and by the number
of issued and outstanding shares at the time of the Board’s
decision.
The Reverse Split will affect all holders of our Common Stock
uniformly and will not affect any Stockholder’s percentage
ownership interest in the Company, except that as described below
in “Fractional Shares”, record holders of Common Stock otherwise
entitled to a fractional share as a result of the Reverse Split
will be rounded up to the next whole number. In addition, the
Reverse Split will not affect any Stockholder’s proportionate
voting power (subject to the treatment of fractional shares).
The implementation of the Reverse Split will result in an increased
number of available authorized shares of Common Stock. The
resulting increase in such availability in the authorized number of
shares of Common Stock could have a number of effects on the
Company’s Stockholders depending upon the exact nature and
circumstances of any actual issuances of authorized but unissued
shares. The increase in available authorized shares for issuance
could have an anti-takeover effect, in that additional shares could
be issued (within the limits imposed by applicable law) in one or
more transactions that could make a change in control or takeover
of the Company more difficult. For example, additional shares could
be issued by the Company so as to dilute the stock ownership or
voting rights of persons seeking to obtain control of the Company,
even if the persons seeking to obtain control of the Company offer
an above-market premium that is favored by a majority of the
independent stockholders. Similarly, the issuance of additional
shares to certain persons allied with the Company’s management
could have the effect of making it more difficult to remove the
Company’s current management by diluting the stock ownership or
voting rights of persons seeking to cause such removal. The Company
does not have any other provisions in its Certificate of
Incorporation, Bylaws, employment agreements, credit agreements or
any other documents that have material anti-takeover consequences.
Additionally, the Company has no plans or proposals to adopt other
provisions or enter into other arrangements that may have material
anti-takeover consequences. The Board is not aware of any attempt,
or contemplated attempt, to acquire control of the Company, and
this proposal is not being presented with the intent that it be
utilized as a type of anti- takeover device.
Additionally, because holders of Common Stock have no preemptive
rights to purchase or subscribe for any unissued stock of the
Company, the issuance of additional shares of authorized Common
Stock that will become newly available as a result of the
implementation of the Reverse Split will reduce the current
stockholders’ percentage ownership interest in the total
outstanding shares of Common Stock.
The Company may issue the additional shares of authorized Common
Stock that will become available as a result of the Reverse Split
without the additional approval of its Stockholders.
The Reverse Split may result in some stockholders owning “odd lots”
of less than 1,000 shares of Common Stock. Odd lot shares may be
more difficult to sell, and brokerage commissions and other costs
of transactions in odd lots are generally somewhat higher than the
costs of transactions in “round lots” of even multiples of 1,000
shares.
ADDITIONAL INFORMATION REGARDING THE REVERSE SPLIT
Beneficial Holders of Common Stock (i.e. Stockholders who
hold in street name)
Upon the implementation of the Reverse Split, we intend to treat
shares held by stockholders through a bank, broker, custodian or
other nominee in the same manner as registered Stockholders whose
shares are registered in their names. Banks, brokers, custodians or
other nominees will be instructed to effect the Reverse Split for
their beneficial holders holding our Common Stock in street name.
However, these banks, brokers, custodians or other nominees may
have different procedures than registered Stockholders for
processing the Reverse Split. Stockholders who hold shares of our
Common Stock with a bank, broker, custodian or other nominee and
who have any questions in this regard are encouraged to contact
their banks, brokers, custodians or other nominees.
Registered “Book-Entry” Holders of Common Stock (i.e.
Stockholders that are registered on the transfer agent’s books and
records but do not hold stock certificates)
Certain of our registered holders of Common Stock may hold some or
all of their shares electronically in book-entry form with the
transfer agent. These Stockholders do not have stock certificates
evidencing their ownership of the Common Stock. They are, however,
provided with a statement reflecting the number of shares
registered in their accounts. Stockholders who hold shares
electronically in book-entry form with the transfer agent will not
need to take action (the exchange will be automatic) to receive
whole shares of post-Reverse Split Common Stock, subject to
adjustment for treatment of fractional shares.
Holders of Certificated Shares of Common Stock
Until surrendered, we will deem outstanding certificates
representing shares of our Common Stock (the “Old
Certificates”) held by stockholders to be cancelled and only to
represent the number of whole shares of post-Reverse Split Common
Stock to which these stockholders are entitled, subject to the
treatment of fractional shares. Any Old Certificates submitted for
exchange, whether because of a sale, transfer or other disposition
of stock, will automatically be exchanged for certificates
representing the appropriate number of whole shares of post-Reverse
Split Common Stock (the “New Certificates”). If an Old
Certificate has a restrictive legend on the back of the Old
Certificate(s), the New Certificate will be issued with the same
restrictive legends that are on the back of the Old
Certificate(s).
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND
SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO
SO.
Fractional Shares
We do not currently intend to issue fractional shares in connection
with the Reverse Split. Therefore, we will not issue certificates
representing fractional shares. In lieu of issuing fractions of
shares, we will round up to the next whole number.
Effect of the Reverse Split on Employee Plans, Options,
Restricted Stock Awards and Units, Warrants, and Convertible or
Exchangeable Securities
Based upon the Reverse Split ratio determined by the Board,
proportionate adjustments are generally required to be made to the
per share exercise price and the number of shares issuable upon the
exercise or conversion of all outstanding options, warrants,
convertible or exchangeable securities entitling the holders to
purchase, exchange for, or convert into, shares of Common Stock.
This would result in approximately the same aggregate price being
required to be paid under such options, warrants, convertible or
exchangeable securities upon exercise, and approximately the same
value of shares of Common Stock being delivered upon such exercise,
exchange or conversion, immediately following the Reverse Split as
was the case immediately preceding the Reverse Split. The number of
shares deliverable upon settlement or vesting of restricted stock
awards will be similarly adjusted, subject to our treatment of
fractional shares. The number of shares reserved for issuance
pursuant to these securities will be proportionately based upon the
Reverse Split ratio determined by the Board, subject to our
treatment of fractional shares.
Accounting Matters
The proposed amendment to the Company’s Certificate of
Incorporation, as amended, will not affect the par value of our
Common Stock per share, which will remain $0.001 par value per
share. As a result, as of the effectiveness of the Reverse Split,
the stated capital attributable to Common Stock and the additional
paid-in capital account on our balance sheet will not change due to
the Reverse Split. Reported per share net income or loss will be
higher because there will be fewer shares of Common Stock
outstanding.
Certain Federal Income Tax Consequences of the Reverse
Split
The following summary describes certain material U.S. federal
income tax consequences of the Reverse Split to holders of our
Common Stock:
Unless otherwise specifically indicated herein, this summary
addresses the tax consequences only to a beneficial owner of our
Common Stock that is a citizen or individual resident of the United
States, a corporation organized in or under the laws of the United
States or any state thereof or the District of Columbia or
otherwise subject to U.S. federal income taxation on a net income
basis in respect of our Common Stock (a “U.S. holder”). A
trust may also be a U.S. holder if (1) a U.S. court is able to
exercise primary supervision over administration of such trust and
one or more U.S. persons have the authority to control all
substantial decisions of the trust or (2) it has a valid election
in place to be treated as a U.S. person. An estate whose income is
subject to U.S. federal income taxation regardless of its source
may also be a U.S. holder. This summary does not address all of the
tax consequences that may be relevant to any particular investor,
including tax considerations that arise from rules of general
application to all taxpayers or to certain classes of taxpayers or
that are generally assumed to be known by investors. This summary
also does not address the tax consequences to (i) persons that may
be subject to special treatment under U.S. federal income tax law,
such as banks, insurance companies, thrift institutions, regulated
investment companies, real estate investment trusts, tax-exempt
organizations, U.S. expatriates, persons subject to the alternative
minimum tax, traders in securities that elect to mark to market and
dealers in securities or currencies, (ii) persons that hold our
Common Stock as part of a position in a “straddle” or as part of a
“hedging,” “conversion” or other integrated investment transaction
for federal income tax purposes, or (iii) persons that do not hold
our Common Stock as “capital assets” (generally, property held for
investment).
If a partnership (or other entity classified as a partnership for
U.S. federal income tax purposes) is the beneficial owner of our
Common Stock, the U.S. federal income tax treatment of a partner in
the partnership will generally depend on the status of the partner
and the activities of the partnership. Partnerships that hold our
Common Stock, and partners in such partnerships, should consult
their own tax advisors regarding the U.S. federal income tax
consequences of the Reverse Split.
The Reverse Split should be treated as a recapitalization for U.S.
federal income tax purposes. Therefore, a Stockholder generally
will not recognize gain or loss on the Reverse Split, except to the
extent of cash, if any, received in lieu of a fractional share
interest in the post-Reverse Split shares. The aggregate tax basis
of the post-split shares received will be equal to the aggregate
tax basis of the pre-split shares exchanged therefore (excluding
any portion of the holder’s basis allocated to fractional shares),
and the holding period of the post-split shares received will
include the holding period of the pre-split shares exchanged. A
holder of the pre-split shares who receives cash will generally
recognize gain or loss equal to the difference between the portion
of the tax basis of the pre-split shares allocated to the
fractional share interest and the cash received. Such gain or loss
will be a capital gain or loss and will be short term if the
pre-split shares were held for one year or less and long term if
held more than one year. No gain or loss will be recognized by us
as a result of the Reverse Split.
This summary is based on the provisions of the Internal Revenue
Code of 1986, as amended, U.S. Treasury regulations, administrative
rulings and judicial authority, all as in effect as of the date of
this proxy statement. Subsequent developments in U.S. federal
income tax law, including changes in law or differing
interpretations, which may be applied retroactively, could have a
material effect on the U.S. federal income tax consequences of the
Reverse Split.
PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL,
STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE
REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE
INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING
JURISDICTION.
No Appraisal Rights
Under Delaware law and our charter documents, holders of our Common
Stock will not be entitled to dissenter’s rights or appraisal
rights with respect to the Reverse Split.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests,
directly or indirectly, in the Reverse Split except to the extent
of their ownership of shares of our common stock and/or preferred
stock.
Reservation of Right to Abandon Reverse Split
We reserve the right to abandon the Reverse Split without further
action by our stockholders at any time before the Anniversary Date,
even though the authority to effect the Reverse Split has been
approved by our stockholders. The Board is also expressly
authorized to delay, not to proceed with, and abandon, the Reverse
Split if it should so decide, in its sole discretion, that such
action is in the best interests of the stockholders.
PROCEDURE FOR IMPLEMENTING THE NAME CHANGE AND REVERSE
SPLIT
The Name Change and the Reverse Split would become effective upon
the filing of the corporate actions with FINRA and the instruction
of FINRA to implement each. We are required to file with FINRA an
Issuer Company Related Action Notification Form. Our failure to
timely make such filing with FINRA may constitute fraud under
Section 10 of the Exchange Act.
The exact timing of the filing with FINRA to effect the Name Change
and the Reverse Split will be determined by our Board based on its
evaluation as to when such action will be the most advantageous to
the Company and our stockholders. In addition, our Board reserves
the right, notwithstanding stockholder approval and without further
action by the stockholders, to elect not to proceed with the
Reverse Split if, at any time prior to the Anniversary Date, our
Board, in its sole discretion, determines that it is no longer in
our best interest and the best interests of our stockholders to
proceed with the Reverse Split. If the Reverse Split has not been
implemented by the Anniversary Date, our Board will abandon the
Reverse Split.
After the effectiveness of the Reverse Split, our Common Stock will
have a new Committee on Uniform Securities Identification
Procedures (CUSIP) number, which is a number used to identify our
equity securities, and stock certificates with the older CUSIP
numbers will need to be exchanged for stock certificates with the
new CUSIP number by following the procedures described below. After
the Reverse Split, we will continue to be subject to the periodic
reporting and other requirements of the Exchange Act.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of the Record Date, information
concerning the beneficial ownership of the Company’s Common Stock
by (i) each person or group of persons known to beneficially own
more than 5% of the outstanding shares of our Common Stock, (ii)
each person who is our executive officer or director and (iii) all
such executive officers and directors as a group. Beneficial
ownership and percentage ownership are determined in accordance
with the rules of the SEC. Under these rules, beneficial ownership
generally includes any shares as to which the individual or entity
has sole or shared voting power or investment power and includes
any shares that an individual or entity has the right to acquire
beneficial ownership of within 60-days of the Record Date through
the exercise of any option, warrant, conversion privilege or
similar right. In computing the number of shares beneficially owned
by a person and the percentage ownership of that person, shares of
our common stock that could be issued upon the exercise of
outstanding options and warrants that are exercisable within 60
days of the Record Date are considered to be outstanding. These
shares, however, are not considered outstanding as of the Record
Date when computing the percentage ownership of each other person,
except as specifically set forth below. Unless otherwise indicated,
the address of each of the following beneficial owner is c/o
BoxScore Brands, Inc., 3275 S. Jones Blvd., Suite 104, Las Vegas,
Nevada, 89146.
To our knowledge, except as indicated in the footnotes to the
following table, all beneficial owners named in this table have
sole voting and investment power with respect to all shares shown
as beneficially owned by them.
|
Name and address of beneficial owner (1) |
|
Shares of
Common
Stock
Beneficially
Owned |
|
|
Shares of
Series A
Preferred
Stock |
|
|
Percentage of
Common
Shares
Beneficially
Owned |
|
|
Percentage
of Voting
Capital
Stock (2) |
|
| Directors and Named Executive
Officers |
|
|
|
|
|
|
|
|
|
|
|
|
| Sebastian Lux |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adam
Lipson |
|
|
14,876,153 |
|
|
|
|
|
|
|
3.86 |
% |
|
|
63.86 |
% |
| Andrew
Suckling |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Jared
Levinthal |
|
|
300,000 |
|
|
|
|
|
|
|
* |
|
|
|
* |
|
| Patrick
White |
|
|
776,257 |
|
|
|
|
|
|
|
* |
|
|
|
* |
|
| John Edward
Hentschel |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
| David Graber
(3) |
|
|
2,944,382 |
|
|
|
|
|
|
|
* |
|
|
|
* |
|
| Justin
Vorwerk |
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Andrew
Boutsikakis (4) |
|
|
3,000,000 |
|
|
|
|
|
|
|
* |
|
|
|
* |
|
| All officers
and directors as a group |
|
|
21,896,792 |
|
|
|
|
|
|
|
5.68 |
% |
|
|
65.68 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5%
stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adam Lipson |
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
60 |
% |
|
* |
Denotes ownership of less than
1%. |
|
(1) |
Address is 3275 S. Jones Blvd., Suite 104, Las
Vegas, Nevada, 89146. |
|
(2) |
The
shares of Series A Preferred Stock carry the aggregate voting
rights of 60% of all shares entitled to vote. |
|
(3) |
Voting control and beneficial
ownership through Cobrador Multi Strategy Partners LP |
|
(4) |
Mr. Boutsikakis formerly served as
Chief Executive Officer, Chief Financial Officer, and a Director.
Reflects ownership as of Mr. Boutsikakis’ separation from the
Company. Does not reflect any changes to ownership that may have
occurred subsequently. |
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Information Statement includes forward-looking statements. You
can identify the Company’s forward-looking statements by the words
“expects”, “projects”, “believes”, “anticipates”, “intends”,
“plans”, “predicts”, “estimates”, and similar expressions.
The forward-looking statements are based on management’s current
expectations, estimates and projections about us. The Company
cautions you that these statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that
we cannot predict. In addition, the Company has based many of these
forward-looking statements on assumptions about future events that
may prove to be inaccurate. Accordingly, actual outcomes and
results may differ materially from what the Company has expressed
or forecast in the forward-looking statements.
You should rely only on the information the Company has provided in
this Information Statement. The Company has not authorized any
person to provide information other than that provided herein. The
Company has not authorized anyone to provide you with different
information. You should not assume that the information in this
Information Statement is accurate as of any date other than the
date on the front of the document.
ADDITIONAL INFORMATION
Reports and other information filed by the Company can be viewed at
the website maintained by the SEC: www.sec.gov.
| |
By order of the Board of
Directors, |
| |
|
| |
BOXSCORE BRANDS, INC. |
| |
|
| |
/s/ Sebastian
Lux |
| |
SEBASTIAN LUX, |
| |
Chief
Executive Officer |
| |
October 25, 2022 |
Exhibit A
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
BoxScore Brands, Inc., a corporation duly organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware (the “Corporation”) does hereby certify:
First: The name of this Corporation is BoxScore Brands,
Inc.
Second: The certificate of incorporation of the
Corporation was originally filed with the Delaware Secretary of
State on March 26, 2007 (the “Certificate of
Incorporation”).
Third: The Board of Directors of the Corporation, by
unanimous written consent pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, duly adopted the
following amendments to the Certificate of Incorporation:
Article 1 – Name. The name of this Corporation is American
Battery Materials, Inc.
Article 4 – Corporate Capitalization. The amount of the total
common stock of the Corporation is authorized to issue
4,500,000,000 shares with a par value of $0.001 per
share. All holders of shares of common stock shall be
identical with each other in every respect.
The amount of the total preferred stock of this Corporation is
authorized to issue is 10,000,000 shares with a par value of $0.001
per share.
Fourth: That Certificate of Amendment to the
Certificate of Incorporation of the Corporation shall become
effective immediately upon filing.
Fifth: That, by written consent executed in accordance with
Section 228 of the General Corporation Law of the State of
Delaware, the holders of a majority of the outstanding stock of the
Corporation entitled to vote thereon, and the holders of a majority
of the outstanding stock of each class entitled to vote thereon as
a class, was given written notice of the proposed amendment to the
Certificate of Incorporation and voted in favor of the adoption of
the amendment to the Certificate of Incorporation. The necessary
numbers of shares, as required by statute, were voted in favor of
the amendment.
Sixth: That said amendments to the Certificate of
Incorporation were duly adopted in accordance with Section 242 of
the General Corporation Law of the State of Delaware.
Seventh: That all other provisions of the Certificate of
Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of the 19th day of October, 2022.
| |
BoxScore
Brands, Inc. |
| |
|
|
| |
BY: |
/s/
Sebastian Lux |
| |
Name: |
Sebastian
Lux |
| |
Title: |
Chief
Executive Officer |
Exhibit B
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
American Battery Materials, Inc., a corporation duly organized and
existing under and by virtue of the General Corporation Law of the
State of Delaware (the “Corporation”) does hereby
certify:
First: The name of this Corporation is American Battery
Materials, Inc.
Second: The certificate of incorporation of the
Corporation was originally filed with the Delaware Secretary of
State on March 26, 2007 (the “Certificate of
Incorporation”).
Third: The Board of Directors of the Corporation, by
unanimous written consent pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, duly adopted the
following amendments to the Certificate of Incorporation:
Article 4 – Corporate Capitalization.
A. The Corporation is authorized to issue two classes of shares of
stock, to be designated as “Common Stock” and Preferred Stock”. The
total number of shares of Common Stock which this Corporation is
authorized to issue is [*] shares, par value
$0.001. The total number of shares of Preferred Stock which this
Corporation is authorized to issue is 10,000,000, par value
$0.001.
* Whole number not less than 10,000,000 and not more
than 2,000,000,000.
B. Upon the filing of this Amendment with the Secretary of State of
the State of Delaware (the “Effective Time”),
each [**] issued and outstanding shares of Common
Stock immediately prior to the Effective Time (the “Old Common
Stock”) shall be split and converted into one (1) validly
issued, fully paid and non-assessable share of Common Stock (the
“New Common Stock”), without any further action by the
Corporation or the holder thereof. No fractional shares shall be
issued to any holder, and instead of issuing such fractional
shares, the Corporation shall round shares up to the nearest whole
number. Prior to the Effective Time, there were
____________________ shares of Old Common Stock issued and
outstanding; after the Effective Time, there will be ______________
shares of New Common Stock issued and outstanding. There will be no
change to the Preferred Stock.
** Whole number not less than 10 and not more than
1,000.
Fourth: That Certificate of Amendment to the
Certificate of Incorporation of the Corporation shall become
effective immediately upon filing.
Fifth: That, by written consent executed in accordance with
Section 228 of the General Corporation Law of the State of
Delaware, the holders of a majority of the outstanding stock of the
Corporation entitled to vote thereon, and the holders of a majority
of the outstanding stock of each class entitled to vote thereon as
a class, was given written notice of the proposed amendment to the
Certificate of Incorporation and voted in favor of the adoption of
the amendment to the Certificate of Incorporation. The necessary
numbers of shares, as required by statute, were voted in favor of
the amendment.
Sixth: That said amendments to the Certificate of
Incorporation were duly adopted in accordance with Section 242 of
the General Corporation Law of the State of Delaware.
Seventh: That all other provisions of the Certificate of
Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of the ____ day of __________, 202_.
| |
BoxScore Brands, Inc. |
| |
|
|
| |
BY: |
/s/ Sebastian Lux |
| |
Name: |
Sebastian Lux |
| |
Title: |
Chief
Executive Officer |
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