UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(Rule 14c-101)
Information Statement Pursuant to
Section 14(c) of the
Securities Exchange Act of
1934
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Cannagistics, Inc.
(Name of Registrant as Specified in Charter)
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$_____
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Cannagistics, Inc.
150 Motor Parkway, Ste 401
Hauppauge, NY 11788
INFORMATION STATEMENT
We Are Not Asking You For A Proxy And You Are Requested Not To
Send Us A Proxy.
You are not being asked to approve anything. This Information
Statement is being provided to you solely for your
information.
GENERAL INFORMATION
Why am I receiving these materials?
This Information Statement is mailed or furnished to holders of
record of the outstanding common stock of The Integrity Wellness
Group, Inc., also known as Cannagistics, Inc., a Delaware
corporation (the “Company”), in connection with the action by
written consent of shareholders taken without a meeting to approve
a change of name to the Company to “The Wholistic Company. (the
“Name Change”) and to increase in the
total capitalization of the Company from 500,000,000 authorized
common shares and 10,000,000 authorized preferred shares to
1,000,000,000 authorized common shares and 20,000,000 authorized
preferred shares, all with a par value of $0.0001 per share (“the
Increase in the number of authorized shares of common stock of the
Company”) which is described in this Information Statement.
You are urged to read this Information Statement carefully and in
its entirety for a description of the Name Change and Increase
in the number of authorized shares of
common stock of the Company to 1,000,000,0000 shares of common
stock and 20,000,000 shares of preferred stock. The Company
also received approval to change its name to Integrity Wellness
Group, Inc. Shareholder approval is not required under the Delaware
General Corporation Law (the “DGCL”) for the Name Change, it is
required for the Increase in the
number of authorized shares of common stock of the Company.
Further, the Financial Industry Regulatory Authority (“FINRA”)
approval is required of the Name Change and the Increase
in the number of authorized shares of
common stock of the Company.
The date of this Information Statement is August 23, 2022, and is
first being mailed on or about September 23, 2022. Pursuant to the
Delaware General Corporation Law (the “DGCL”), the Company is
required to provide prompt notice to the shareholders who have not
consented in writing.
The Board of Directors of the Company (the “Board”) is not
soliciting your proxy or consent in connection with the Increase
in the number of authorized shares of
common stock of the Company to 1,000,000,0000 shares of common
stock and 20,000,000 shares of preferred stock.
What action was taken by written consent?
We obtained written consent by the holders of the majority of the
voting power of the Company’s outstanding common stock (the
“Majority Shareholders”), approving the amendment to the Company’s
Certificate of Incorporation (the “Certificate”) to amend the name
of the Company to “The Wholistic Company.” and to amend the
Certificate to Increase in the number
of authorized shares of common stock of the Company to
1,000,000,0000 shares of common stock and 20,000,000 shares of
preferred stock.
When is the record date?
The close of business on August 23, 2022, is the record date (the
“Record Date”) for the determination of shareholders entitled
consent and entitled to receive this Information Statement.
What vote was obtained to approve the amendment to the
Certificate of Incorporation described in this Information
Statement?
In accordance with Sections 228 and 242 of the DGCL, if the Board
adopts a resolution to amend the Certificate, an affirmative vote
of a majority of the outstanding voting power entitled to vote is
required. On August 23, 2022, the Board adopted this resolution. On
August 23, 2022, shareholder approval was obtained through the
written consent of our Majority Shareholders. Of the equivalent of
740,000,000 shares entitled to vote, the Majority Shareholders
holding the equivalent of 440,000,000 votes or 59% of the
outstanding common stock, executed a written consent to effectuate
the Increase in the number of
authorized shares of common stock of the Company to 1,000,000,0000
shares of common stock and 20,000,000 shares of preferred
stock.
Therefore, a special meeting of the shareholders to approve the
Increase in the number of authorized
shares of common stock of the Company. If shareholders had
been provided an opportunity to vote at a meeting, an affirmative
vote of a majority of the outstanding common stock would also have
been required.
When will the Name Change and Increase in the number of authorized shares of common
stock of the Company become effective?
Once we decide to implement the Name Change and the Increase
in the number of authorized shares of
common stock of the Company, it would become effective on
the date of filing of a Certificate of Amendment to our Certificate
with the office of the Secretary of State of the State of Delaware
(the “Effective Date”). However, a U.S. Securities and Exchange
Commission (the “SEC”) rule requires us to first give 10 days’
prior notice to FINRA. Additionally, the Certificate of Amendment
may not be filed until at least 20 calendar days after the mailing
of this Information Statement.
Who is paying the cost of this Information Statement?
The entire cost of furnishing this Information Statement will be
paid by the Company.
Does any person have an interest in the adoption of the Increase
in the number of authorized shares of
common stock of the Company to 1,000,000,0000 shares of common
stock and 20,000,000 shares of preferred stock?
No security holders receive an extra or special benefit not shared
on a pro-rata basis by all other holders of the same class.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO AMEND THE
COMPANY NAME AND Increase in the
number of authorized shares of common stock of the Company to
1,000,000,0000 shares of common stock and 20,000,000 shares of
preferred stock
Overview
The Majority Shareholders have approved an amendment to our
Certificate to amend the Company Name to Increase in the number of authorized shares of common
stock of the Company to 1,000,000,0000 shares of common stock and
20,000,000 shares of preferred stock of the Company.
The to Increase in the number of
authorized shares of common stock of the Company to 1,000,000,0000
shares of common stock and 20,000,000 shares of preferred
stock will have no effect on the par value of our common
stock. The proposed form of amendment to our Certificate to Amend
the name of the Corporation to “The Wholistic Company” and to
Increase in the number of authorized
shares of common stock of the Company to 1,000,000,0000 shares of
common stock and 20,000,000 shares of preferred stock
attached to this Information Statement as Appendix A.
Our common stock is currently quoted on the OTC Markets Pink Open
Market under the symbol “CNGT”. On August 22, 2022, the last sale
price of our common stock was $0.0069 per share. Our Board believes
that our relatively low per-share market price of our common stock
impairs the acceptability of the common stock to potential
investors and certain members of the investing public, including
institutional investors.
Purpose of the Name Change
The Board believes that a Name Change is desirable for a number of
reasons, specifically a change of Direction of the business plan of
the Company with the acquisition of our new subsidiary
Advantages And Disadvantages Of Increasing Authorized Common
Stock
There are certain advantages and disadvantages of increasing the
Company's authorized common stock. The advantages include:
· The ability to issue
shares of the Company’s Common Stock in exchange for the Company’s
senior debt.
· The ability to raise
capital by issuing capital stock under future financing
transactions, if any.
· To have shares of
common stock available to pursue business expansion opportunities,
if any.
The disadvantages include:
· Dilution to the
existing shareholders, including a decrease in our net income per
share in future periods. This could cause the market price of our
stock to decline.
· The issuance of
authorized but unissued stock could be used to deter a potential
takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or
issuing shares to a shareholder that will vote in accordance with
the desires of the Company's Board of Directors, at that time. A
takeover may be beneficial to independent shareholders because,
among other reasons, a potential suitor may offer such shareholders
a premium for their shares of stock compared to the then-existing
market price. The Company does not have any plans or proposals to
adopt provisions or enter into agreements that may have material
anti-takeover consequences.
Procedure for Implementing the Name Change and Increase
in the number of authorized shares of
common stock of the Company to 1,000,000,0000 shares of common
stock and 20,000,000 shares of preferred stock
The Name Change and Increase in the
number of authorized shares of common stock of the Company to
1,000,000,0000 shares of common stock and 20,000,000 shares of
preferred stock will become effective upon the filing of a
Certificate of Amendment to our Certificate with the Secretary of
State of the State of Delaware. The timing of the filing of the
Certificate of Amendment that will effectuate the Name Change and
Increase in the number of authorized
shares of common stock of the Company to 1,000,000,0000 shares of
common stock and 20,000,000 shares of preferred stock will
be as soon as practicable. In addition, our Board reserves the
right, notwithstanding shareholder approval and without further
action by the shareholders, to elect not to proceed with the Name
Change and Increase in the number of
authorized shares of common stock of the Company to 1,000,000,0000
shares of common stock and 20,000,000 shares of preferred
stock if, at any time prior to filing the amendment to our
Certificate, our Board, in its sole discretion, determines that it
is no longer in our best interest and the best interests of our
shareholders to proceed with the Name Change and Increase
in the number of authorized shares of
common stock of the Company to 1,000,000,0000 shares of common
stock and 20,000,000 shares of preferred stock. If a
Certificate of Amendment effecting the Increase in the number of authorized shares of common
stock of the Company to 1,000,000,0000 shares of common stock and
20,000,000 shares of preferred stock has not been filed with
the Secretary of State of the State of Delaware by the close of one
year from the Record Date, our Board will abandon the Increase
in the number of authorized shares of
common stock of the Company to 1,000,000,0000 shares of common
stock and 20,000,000 shares of preferred stock.
Both the Name Change and Increase in
the number of authorized shares of common stock of the Company to
1,000,000,0000 shares of common stock and 20,000,000 shares of
preferred stock are subject to clearance from FINRA.
Accordingly, we will not file anything with the Delaware Secretary
of State until permitted to do so by FINRA.
After the filing of the Certificate of Amendment, our common stock
will have a new CUSIP number, which is a number used to identify
our equity securities, and stock certificates with the older CUSIP
number will need to be exchanged for stock certificates with the
new CUSIP number by following the procedures described below.
As soon as practicable after the Name Change and Increase
in the number of authorized shares of
common stock of the Company to 1,000,000,0000 shares of common
stock and 20,000,000 shares of preferred stock our transfer
agent will act as exchange agent for purposes of implementing the
exchange of stock certificates for record holders (i.e.,
shareholders who hold their shares directly in their own name and
not through a broker). Record holders may surrender to the transfer
agent certificates representing pre-name change shares in exchange
for a book entry with the transfer agent or certificates
representing post-name change shares in accordance with the
procedures to be set forth in a letter of transmittal to be sent by
us. No new certificates will be issued to a shareholder until such
shareholder has surrendered such shareholder’s outstanding
certificate(s) together with the properly completed and executed
letter of transmittal to the exchange agent.
For street name holders of shares (i.e., shareholders who hold
their shares through a broker), your broker will make the
appropriate adjustment to the number of shares held in your account
following the Effective Date.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND
SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO
SO.
No service charges, brokerage commissions or transfer taxes will be
payable by any shareholder, except that if any new stock
certificates are to be issued in a name other than that in which
the surrendered certificate(s) are registered it will be a
condition of such issuance that (1) the person requesting such
issuance pays all applicable transfer taxes resulting from the
transfer (or prior to transfer of such certificate, if any) or
establishes to our satisfaction that such taxes have been paid or
are not payable, (2) the transfer complies with all applicable
federal and state securities laws, and (3) the surrendered
certificate is properly endorsed and otherwise in proper form for
transfer.
Accounting Matters
The par value per share of our common stock will remain unchanged
at $0.0001 per share after the Increase in the number of authorized shares of common
stock of the Company to 1,000,000,0000 shares of common stock and
20,000,000 shares of preferred stock. As a result, on the
Effective Date, the stated capital on our consolidated balance
sheet attributable to common stock will be reduced and the
additional paid-in-capital account will be increased by the amount
by which the stated capital is reduced. Per share net income or
loss will be increased because there will be fewer shares of our
common stock outstanding. We do not anticipate that any other
accounting consequences, including changes to the amount of
stock-based compensation expense to be recognized in any period,
will arise as a result of the Increase in the number of authorized shares of common
stock of the Company to 1,000,000,0000 shares of common stock and
20,000,000 shares of preferred stock.
Possible Anti-Takeover Effects of Increase in Authorized Common
Stock
We could also use the additional shares of Common Stock that will
become available for issuance to oppose a hostile takeover attempt
or to delay or prevent changes in control or management of the
Company. Although the Amendment has not been prompted by the threat
of any hostile takeover attempt (nor is the Board currently aware
of any such attempts directed at the Company), nevertheless,
shareholders should be aware that this proposal could facilitate
future efforts by us to deter or prevent changes in control of the
Company, including transactions in which the Company’s shareholders
might otherwise receive a premium for their shares over then
current market prices.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth, as of August 23, 2022, certain
information as to shares of our common stock owned by (i) each
person known by us to beneficially own more than 5% of our
outstanding common stock, (ii) each of our directors, and (iii) all
of our executive officers and directors as a group. Unless
otherwise stated, the address for each beneficial owner is at 150
Motor Parkway, Suite 401, Hauppauge, NY 11788.
Title of Class (1)
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Beneficial Owner (2)
|
Number of Shares (3)
|
Percentage
of Class (3) |
Percentage of Total Voting Power
(3)
|
Percentage
of Beneficial Ownership of Common Stock |
Executive
Officers and Directors: |
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|
Common
Stock |
James
Zimbler (4) |
906,250 |
|
6.8% |
3.1% |
0.6% |
Series
E Preferred Stock |
James
Zimbler (4) |
900,000 |
25% |
- |
9.0% |
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Common Stock
Series E Preferred Stock
|
All
current executive officers and directors as a group
(2
persons)
|
4,531,250
900,000
|
34.0%
25%
|
15.3%
-
|
3.1%
9.0%
|
10%
Stockholders: |
|
|
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|
|
Common
Stock |
Solid
Bridge Investments, Inc. (5) |
3,625,000 |
27.2% |
14.9% |
2.4% |
Common
Stock |
Emerging
Growth Advisors, Inc. (6) |
906,250 |
|
6.8% |
3.7% |
|
Series
E Preferred Stock |
|
900,000 |
25% |
- |
9.0% |
Series
F Preferred Stock |
Regen
Biowellness, Inc. (7)(8) |
4,400,000 |
100% |
55% |
59% |
Common
Stock |
Rob
Gietl (9) |
3,625,000 |
27.2% |
14.9% |
2.4% |
Series
E Preferred Stock |
Cimarron
Capital, Inc. (10) |
900,000 |
25% |
- |
9.0% |
Series
E Preferred Stock |
Leonard
Tucker LLC (11) |
1,800,000 |
50% |
- |
18.0% |
|
|
(1) |
Each
share of Series F is convertible into 100 shares of Common Stock as
of the date of this Offering Circular and votes with the Common
Stock on an as-converted basis. The Series F contains anti-dilution
protection while any shares of Series F are outstanding and for a
two-year period following conversion pursuant to which the Series F
conversion and voting ratio will be automatically adjusted to
continually combine for 55% of the Company’s outstanding common
stock on a fully-diluted basis during that time. Each share of
Series E automatically converts at a conversion ratio as of the
date of this Offering Circular of 100 shares of Common Stock upon
the earlier of (i) the conversion of the Series F and (ii) June 30,
2023. The Series E is not entitled to vote on any matter before the
shareholders. The Series E contains anti-dilution protection while
any shares of Series E are outstanding and for a two-year period
following conversion pursuant to which the Series E conversion
ratio will be automatically adjusted to continually combine for 36%
of the Company’s outstanding common stock on a fully-diluted basis
during that time.. |
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(2) |
Unless otherwise indicated, each person or entity named in the
table has sole voting power and investment power (or shares that
power with that person’s spouse) with respect to all shares of
voting stock listed as owned by that person or entity.
|
(3) |
Applicable
percentages are based on the equivalent voting power of 29,634,320
shares outstanding as of the record date, which includes 6,085,444
shares of outstanding Common Stock, 16,298,876 shares of common
stock underlying the 55% conversion and voting rights of the Series
F and 7,250,000 shares of Common Stock to be issued upon conversion
of the Series D. Beneficial ownership is determined under the rules
of the SEC and generally includes voting or investment power with
respect to securities. Shares of Common Stock subject to options,
warrants, and Preferred Stock currently exercisable or convertible
within 60 days are deemed outstanding for computing the percentage
of the person holding such securities but are not deemed
outstanding for computing the percentage of any other person. The
table includes shares of Common Stock, options, and warrants
exercisable or convertible into Common Stock and vested or vesting
within 60 days. |
|
|
(4) |
Mr.
Zimbler is our President and a Director. Includes shares
beneficially owned by Mr. Zimbler through Emerging Growth Advisors,
Inc., which is the holder of (i) 906,250 shares of Common Stock and
(ii) 900,000 shares of Series F Preferred Stock, that may be voted
with the equivalent of 2,250,000 shares of Common Stock. Mr.
Zimbler is President of Emerging Growth Advisors, Inc. |
|
|
(5) |
Carlos
Defex and Veronica Defex were holders and the beneficial owners and
control persons for Solid Bridge Investments, Inc., which is the
holder of 2,000,000 shares of Series D Preferred Stock which will
be converted into shares of Common Stock Increase in the number of
authorized shares of common stock of the Company to 1,000,000,0000
shares of common stock and 20,000,000 shares of preferred stock.
|
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(6) |
Mr.
James Zimbler is the control person. |
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(7) |
Emergent
Health Corp., entered into an Asset Purchase Agreement with Regen
Biowellness, Inc., of which Mr. Jim Morrison, is the CEO/President,
holds 4,400,000 shares of Series F of the Company, that may be
voted with the equivalent of 440,000,000 shares of Common
Stock. |
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(8) |
Jim
Morrison and Dr. Ghalili, Directors of the Company are also
President and director and director of Regen Biowellness, Inc.,
respectively. |
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(9) |
Rob
Gietl is our former Chief Executive Officer and
director. |
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10) |
Peter
Aiello is the control person. |
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11) |
Leonard
Tucker is the control person. |
Where You Can Find More Information
You can read and copy any materials that the Company files with the
SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You can obtain information about the
operation of the SEC’s Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a website that contains
information we file electronically with the SEC, which you can
access over the Internet at www.sec.gov. Copies of these
materials may also be obtained by mail from the Public Reference
Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at
prescribed rates.
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 150 Motor Parkway, Suite 401,
Hauppauge, NY 11787: Telephone: 631-787-8455.
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 to be taken by written consent, 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
By:
/s/ James W. Zimbler
James W. Zimbler
President
Hauppauge, NY 11788
August 24, 2022
Appendix A
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION of
THE INTEGRITY WELLNESS GROUP, INC.
a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware.
DOES
HEREBY CERTIFY:
Pursuant to § 242 of the General Corporation Law of the State of
Delaware
The undersigned, pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify and set
forth as follows:
FIRST: That at a
meeting of the Board of Directors of The Integrity Wellness
Group, Inc. (the “Corporation”), the following resolutions were
duly adopted setting forth a proposed amendment of the Certificate
of Incorporation of said corporation, declaring said amendment to
be advisable:
RESOLVED, that the Board of Directors hereby declares it
advisable and in the best interests of the Company that Article I
of the Certificate of Incorporation be amended by replacing Article
I in its entirety to read as follows:
“ARTICLE I - NAME: The name of the Corporation is The
Wholistic Company”
RESOLVED, FURTHER, that the Board of Directors hereby
declares it advisable and in the best interests of the Company that
Article III of the Certificate of Incorporation be amended by
replacing Article III in its entirety to read as follows:
“ARTICLE III - CAPITAL STOCK:
Section 1. Authorized Shares. The aggregate number of
shares which the Corporation shall have authority to issue is One
Billion, Twenty Million (1,020,000,000) shares, consisting of two
classes designated, respectively, “Common Stock” and “Preferred
Stock,” with all such shares having a par value of $0.0001 per
share. The total number of Common Stock that the Corporation shall
have authority to issue One Billion (1,000,000,000) shares. The
total number of shares of Preferred Stock that the Corporation
shall have authority to issue is Twenty Million (20,000,000)
shares. The Preferred Stock may be issued in one or more series,
each series to be appropriately designated by a distinguishing
letter or title, prior to the issuance of any shares thereof. The
voting powers, designations, preferences, limitations,
restrictions, and relative, participating, optional and other
rights, and the qualifications, limitations, or restrictions
thereof, of the Preferred Stock shall hereinafter be proscribed by
resolution of the board of directors pursuant to Section 3 of the
Article III.
SECOND: That the
said amendment has been consented to and authorized by the holders
of a majority of the issued and outstanding stock entitled to vote
by written consent in accordance with the provisions of Section 228
of the General Corporation Law of the State of Delaware.
THIRD: That the
aforesaid amendment was duly adopted with the applicable provisions
of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to
be signed by James W. Zimbler, this 23rd Day of August
2022.
/s/ James W. Zimbler
James W. Zimbler,
Authorized Officer
Cannagistics (PK) (USOTC:CNGT)
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