This Notice and the accompanying
Information Statement are being furnished to the stockholders of Cannabics Pharmaceuticals Inc., a Nevada corporation (the “Company”),
in connection with action taken by the holder of a majority of the issued and outstanding voting securities of the Company, approving,
by written consent dated [_], 2022, the following items:
The actions to be taken pursuant
Items 1, 2, and 3 above shall be taken at such future date as determined by the Board of Directors, but in no event earlier than the 20th day
after this Information Statement is mailed or furnished to the stockholders of record as of [_], 2022.
Your vote or consent is not
requested or required to approve these matters. The accompanying Information Statement is provided solely for your information.
INFORMATION STATEMENT
OF
CANNABICS PHARMACEUTICALS INC.
# 3 Bethesda Metro Center, Suite 700
Bethesda, MD 20814
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Cannabics Phamarceuticals
Inc., a Nevada corporation (the “Company”), is distributing this Information Statement to its stockholders in full satisfaction
of any notice requirements it may have under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable
Nevada law. No additional action will be undertaken by the Company with respect to the receipt of written consents, and no dissenters'
rights with respect to the receipt of the written consents, and no dissenters' rights under applicable Nevada law are afforded to the
Company's stockholders as a result of the adoption of these resolutions.
On [_], 2022, our Board of
Directors approved a resolution seeking stockholder approval regarding the authorization of the Company’s Board of Directors (the
“Board” or the “Board of Directors”) to (i) change the Company’s name from “Cannabics Pharmaceuticals
Inc.” to “CNBX Pharmaceuticals Inc.” (the “Name Change”), (ii) effect a reverse stock split of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) at any time prior to February [ ], 2023, in connection with
a potential listing on a national stock exchange in a ratio to be determined by the Board based on market conditions and the Company’s
trading price at the time of such reverse split in the range of 1:40 to 1:120, whereby every 40-120 (such number of shares, the “Split
Denominator”) shares of the authorized, issued and outstanding Common Stock shall be combined into one (1) share of authorized,
issued and outstanding Common Stock (the “Reverse Stock Split”), and (iii) decrease the number of authorized shares of preferred
stock, $0.0001 par value per share (the “Preferred Stock”), from 100,000,000 to 5,000,000 (the “Preferred Share Decrease”).
On the same day, the holder of a majority of the Company’s outstanding Common Stock consented to the same. Our Board of Directors
approved (i) the Name Change as it believes that “CNBX Pharmaceuticals Inc.” better reflects the nature of the Company’s
current focus of operations, the development of novel oncological therapies with a specific synthetic cannabinoid molecular composition,
(ii) the Reverse Stock Split because such a split may increase the per share market price of our common stock, providing a more favorable
trading market for the shares and greater flexibility in the Company’s future corporate development, and (iii) the Preferred Share
Decrease because the Board wants to better align the Company’s capital structure.
Interests of Certain Persons in Matters Acted Upon
Other than as described above,
and except in their capacity as stockholders (which interest does not differ from that of the other holders of Company’s Common
Stock), none of our officers, directors, or any of their respective affiliates or associates has any interest in the matters being acted
upon.
ACTION NO. 1
NAME CHANGE
Purpose and Material Effects of the Name Change
The Name Change is being effected in order to more
closely align the Company’s name with the operations and direction of the Company.
The Name Change will not change
the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered.
This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain
control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to broaden the scope of the
Company’s name recognition and enhance shareholder value. Under the NRS, stockholders are not entitled to appraisal rights with
respect to the proposed Name Change.
Procedure for Effecting the Name Change
The Name Change will become
effective at such future date as determined by the Board, as evidenced by the filing of a Certificate of Amendment to Articles of Incorporation
in substantially the form of Appendix A with the Secretary of State of the State of Nevada (the “Amendment”), but in no event
earlier than the 20th calendar day after this Information Statement is mailed or furnished to the stockholders of record
as of [_], 2022. Moreover, although the Name Change has been approved by the requisite number of stockholders, the Board reserves the
right, in its discretion, to abandon the Name Change at any time if it determines that abandoning the Name Change is in the best interests
of the Company. No further action on the part of stockholders would be required to either effect or abandon the Name Change.
The text of the Amendment is subject to modification
to include such changes as may be required by the NRS and as the Board deems necessary and advisable to effect the Name Change.
ACTION NO. 2
AUTHORIZATION OF THE REVERSE STOCK SPLIT
Principal Effects of the Reverse Stock Split
If the Company implements
the Reverse Stock Split, we will amend our Articles of Incorporation by filing a Certificate of Change to Articles of Incorporation in
substantially the form of Appendix B (the “Certificate of Change”) with the Nevada Secretary of State, which will result in
the number of shares of the Common Stock held by each stockholder being reduced to a number of shares determined by dividing the number
of shares held immediately before the Reverse Stock Split by the Split Denominator, and then rounding up to the nearest whole share. The
Reverse Stock Split would not affect any stockholder’s percentage ownership interests in the Company or proportionate voting power,
except to the extent that interests in fractional shares would be rounded up to the nearest whole share. Pursuant to the Nevada Revised
Statutes (“NRS”), the Reverse Stock Split only impacts outstanding shares and not authorized shares unless the Certificate
of Change by its terms also decreases the authorized shares.
Corporate Matters.
The Reverse Stock Split would have the following effects on the number of shares of Common Stock outstanding:
|
|
·
|
in a one-for-40 reverse stock split, every 40 shares owned by a stockholder would be exchanged for one share; and the number of shares of our Common Stock issued and outstanding will be reduced from [______] shares to [_____] shares
|
|
|
·
|
in a one-for-80 reverse stock split, every 80 shares owned by a stockholder would be exchanged for one share; and the number of shares of our Common Stock issued and outstanding will be reduced from [______] shares to [_____] shares
|
|
|
·
|
in a one-for-120 reverse stock split, every 120 shares owned by a stockholder would be exchanged for one share; and the number of shares of our Common Stock issued and outstanding will be reduced from [______] shares to [_____] shares.
|
The Reverse Stock Split will
be effected simultaneously for all of our outstanding Common Stock and the exchange ratio of the Reverse Stock Split and Split Denominator
will be the same for all of our outstanding Common Stock. The Reverse Stock Split will affect all of our stockholders uniformly and will
not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results
in any of our stockholders owning a fractional share. As described below, stockholders and holders of options holding fractional shares
will have their shares rounded up to the nearest whole number. Common Stock issued pursuant to the Reverse Stock Split will remain fully
paid and non-assessable. We will continue to be subject to the periodic reporting requirements of the Exchange Act.
Effect on Market Price
of our Common Stock. The immediate effect of the Reverse Stock Split would be to reduce the number of shares of the outstanding Common
Stock and to possibly increase the trading price of such Common Stock. However, the effect of any effected Reverse Stock Split upon the
market price of the Common Stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances sometimes
improves stock performance, but in many cases does not. There can be no assurance that the trading price of the Common Stock after the
Reverse Stock Split will rise in proportion to the reduction in the number of shares of the Common Stock outstanding as a result of the
Reverse Stock Split or remain at an increased level for any period. The trading price of the Common Stock may change due to a variety
of other factors, including clinical trial results, other factors related to business and general market conditions.
Dilution. You
may also experience future potential substantial dilution of your percentage of ownership of the equity in the Company as a result of
this Reverse Stock Split. While the Reverse Stock Split itself does not result in dilution (except with respect to the round up of fractional
shares as discussed below), it makes available a substantial number of shares for future transactions by the Company, the consummation
of which could result in substantial dilution.
Fractional Shares.
No scrip or fractional share certificates will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would
be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the exchange ratio of the Reverse
Stock Split, will be entitled, upon surrender of certificate(s) representing these shares, to a number of shares of shares rounded up
to the nearest whole number and, accordingly, no money will be paid for a fractional share.
Options and Warrants.
Holders of options and warrants to purchase shares of Common Stock, who upon exercise of their options or warrants would otherwise be
entitled to receive fractional shares because they hold options or warrants which upon exercise would result in a number of shares of
Common Stock not evenly divisible by the exchange ratio of the Reverse Stock Split, will receive a number of shares of Common Stock rounded
up to the nearest whole number.
Authorized Shares.
The Company is currently authorized to issue 900,000,000 shares of Common Stock. Upon effectiveness of the Reverse Stock Split, the number
of authorized shares of Common Stock would remain 900,000,000, although the number of shares of Common Stock issued and outstanding will
decrease. The issuance in the future of additional shares of the our Common Stock may have the effect of diluting the earnings per share
and book value per share, as well as the stock ownership and voting rights of the currently outstanding shares of our Common Stock. Authorized
but unissued shares will be available for issuance, and we may issue such shares in future financings or otherwise. If we issue additional
shares, the ownership interest of holders of our Common Stock would be diluted.
The additional shares of Common
Stock that would become available for issuance if the Reverse Stock Split is implemented could also be used by the Company’s management
to oppose a hostile takeover attempt or delay or prevent changes of control or changes in or removal of management, including transactions
that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over
then-current market prices or benefit in some other manner. The Board has no plans to use any of the additional shares of Common Stock
that would become available following the approval of the Reverse Stock Split, if any, for any such purposes.
Accounting Matters.
The par value per share of the Common Stock would remain unchanged after the Reverse Stock Split. As a result, on the effective date of
the Reverse Stock Split, the stated capital on the balance sheet attributable to the Common Stock will be reduced proportionally, based
on the exchange ratio of the Reverse Stock Split, from its present amount, and the additional paid-in capital account will be credited
with the amount by which the stated capital is reduced. The per share Common Stock net income or loss and net book value will be increased
because there will be fewer shares of the Common Stock outstanding. The Company does not anticipate that any other accounting consequences
would arise as a result of the Reverse Stock Split.
Other Effects on Outstanding
Shares. If the Reverse Stock Split is implemented, the rights and preferences of the outstanding shares of the Common Stock would
remain the same after the Reverse Stock Split. Each share of Common Stock issued pursuant to the Reverse Stock Split would be fully paid
and non-assessable. The Reverse Stock Split would result in some stockholders owning “odd-lots” of less than 100 shares of
the Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions
in “round-lots” of even multiples of 100 shares.
No Appraisal Rights.
Under the NRS, stockholders are not entitled to appraisal rights with respect to the proposed Certificate of Change to effect the Reverse
Stock Split.
United States Federal Income
Tax Consequences of the Reverse Stock Split. The following is a summary of certain material U.S. federal income tax consequences of
the Reverse Stock Split to a stockholder (hereinafter a “U.S. stockholder”) that is a “United States person,”
as defined in the Internal Revenue Code of 1986, as amended (the “Code”). It does not purport to be a complete discussion
of all of the possible U.S. federal income tax consequences of the Reverse Stock Split and is included for general information only. Further,
it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to holders
that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies,
foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. In addition, the discussion does not consider
the tax treatment of partnerships or other pass-through entities or persons who hold our shares through such entities. The discussion
below is based on the provisions of the U.S. federal income tax law as of the date hereof, which is subject to change retroactively as
well as prospectively. This summary also assumes that the shares held by the stockholder prior to the Reverse Stock Split (“Old
Shares”) were, and the shares owned by the stockholders immediately after the Reverse Stock Split (“New Shares”) will
be, owned as “capital assets,” as defined in the Code (generally, property held for investment). The tax treatment of a stockholder
may vary depending upon the particular facts and circumstances of such stockholder. The discussion below regarding the U.S. federal income
tax consequences of the Reverse Stock Split is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder
is urged to consult with his or her own tax advisor with respect to the tax consequences of the Reverse Stock Split.
No gain or loss should be
recognized by a U.S. stockholder upon such stockholder’s exchange (or deemed exchange) of Old Shares for New Shares pursuant to
the Reverse Stock Split. The aggregate tax basis (and the holding period) of the New Shares received in the Reverse Stock Split should
be the same as such stockholder’s aggregate tax basis (and holding period) in the Old Shares being exchanged. Special tax basis
and holding period rules may apply to holders that acquired different blocks of stock at different prices or at different times. Holders
should consult their own tax advisors as to the applicability of these special rules to their particular circumstances.
Potential Anti-Takeover
Effect Of Certain Provisions. Tender offers or other non-open market acquisitions of stock are usually made at prices above the prevailing
market price. In addition, acquisitions of stock by persons attempting to acquire control through market purchases may cause the market
price of the stock to reach levels which are higher than would otherwise be the case. By increasing the number of shares available to
authorize and issue, the Company has caused a potential anti-takeover effect by creating potential dilution to the number of outstanding
shares. Such dilution will cause a party attempting a takeover to be required to buy more shares of the Company stock and to expend additional
resources to accomplish such a measure.
Procedure for Effecting a Reverse Stock Split and Exchange of Stock
Certificates
The Reverse Stock Split will
become effective at such future date as determined by the Board, as evidenced by the filing of the Certificate of Change with the Secretary
of State of the State of Nevada (which we refer to as the “Effective Time”), but in no event earlier than the 20th calendar
day after this Information Statement is mailed or furnished to the stockholders of record as of [ ], 2022, or later than February [ ],
2023. Moreover, although the Reverse Stock Split has been approved by the requisite number of stockholders, the Board reserves the right,
in its discretion, to abandon the Reverse Stock Split prior to the proposed effective date if it determines that abandoning the Reverse
Stock Split is in the best interests of the Company. No further action on the part of stockholders would be required to either effect
or abandon the Reverse Stock Split.
The text of the Certificate
of Change is subject to modification to include such changes as may be required by the NRS and as the Board deems necessary and advisable
to effect the Reverse Stock Split. If the Board elects to implement the Reverse Stock Split, the number of issued and outstanding shares
of the Common Stock would be reduced in accordance with the Exchange Ratio of the Reverse Stock Split. The number of authorized shares
of the Common Stock would remain unchanged.
As soon as practicable after
the Effective Time, stockholders will be notified that the Reverse Stock Split has been effected. As of the Effective Time of the Reverse
Stock Split, each certificate representing shares of the Common Stock before the Reverse Stock Split would be deemed, for all corporate
purposes, to evidence ownership of the reduced number of shares of the Common Stock resulting from the Reverse Stock Split, except that
holders of un-exchanged shares would not be entitled to receive any dividends or other distributions payable by us after the Effective
Time until they surrender their old stock certificates for exchange. All shares, underlying options and other securities would also be
automatically adjusted at the Effective Time.
If the Company elects to exchange
stock certificates, the Company expects that its transfer agent, Cleartrust LLC, will act as exchange agent for purposes of implementing
the exchange of stock certificates. In such event, as soon as practicable after the Effective Time, stockholders of record would receive
a letter of transmittal requesting them to surrender their stock certificates for stock certificates reflecting the adjusted number of
shares as a result of the Reverse Stock Split. Persons who hold their shares in brokerage accounts or “street name” would
not be required to take any further actions to effect the exchange of their certificates. No new certificates would be issued to a stockholder
until such stockholder has surrendered the outstanding certificate(s) together with the properly completed and executed letter of transmittal
to the exchange agent. Until surrender, each certificate representing shares before the Reverse Stock Split would continue to be valid
and would represent the adjusted number of shares based on the exchange ratio of the Reverse Stock Split, rounded up to the nearest whole
share.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD
NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
ACTION NO. 3
AUTHORIZATION OF PREFERRED SHARE DECREASE
Purposes of the Preferred Share Decrease
The principal purpose of the
Decrease in Authorized Shares is to more closely align our capital structure. With the Reverse Stock Split at a range of 1-for-40 to 1-for-120
shares, the Reverse Stock Split will create a sharp reduction in the number of outstanding shares of Common Stock and would, with no further
action by us, result in a significant disparity in the ratio of our Common Stock to Preferred Stock. By implementing the Preferred Share
Decrease simultaneously with the Reverse Stock Split, we will still have a sufficient number of authorized shares of both Common Stock
and Preferred Stock which will afford us maximum flexibility to issue shares of either class in the future while allowing us to have a
proportionate capital structure.
Effect of the Preferred Share Decrease
Once we file the amendment
for the Preferred Share Decrease, it will have the immediate effect of reducing the total amount of authorized Preferred Stock. No shares
of Preferred Stock are issued and outstanding. Unlike the Reverse Stock Split, it will have no impact on the number of shares of Common
Stock you own.
No Dissenters’ Rights
Under the Nevada Revised Statutes,
the Company’s stockholders are not entitled to dissenters’ rights with respect to the decrease in authorized shares, and the
Company will not independently provide stockholders with any such right.
Procedure for Effecting the Preferred Share Decrease
The Preferred Share Decrease
will become effective at such future date as determined by the Board, as evidenced by the filing of the Certificate of Change with the
Secretary of State of the State of Nevada, but in no event earlier than the 20th calendar day after this Information Statement
is mailed or furnished to the stockholders of record as of [ ], 2022. Moreover, although the Preferred Share has been approved by the
requisite number of stockholders, the Board reserves the right, in its discretion, to abandon the Preferred Share Decrease prior to the
proposed effective date if it determines that abandoning the Preferred Share Decrease is in the best interests of the Company. No further
action on the part of stockholders would be required to either effect or abandon the Preferred Share Decrease.
The text of the Certificate
of Change is subject to modification to include such changes as may be required by the NRS and as the Board deems necessary and advisable
to effect the Preferred Share Decrease. If the Board elects to implement the Preferred Share Decrease, the number of authorized shares
of Preferred Stock would be reduced from 100,000,000 to 5,000,000. The number of issued and outstanding shares of Preferred Stock, which
is 0, would remain unchanged.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as of ___________
2022, information concerning ownership of our securities by (i) each director, (ii) each executive officer, (iii) all directors and executive
officers as a group; and (iv) each person known to us to be the beneficial owner of more than five percent of each class. That table is
based on [_] issued and outstanding shares.
The number and percentage of shares beneficially
owned includes any shares as to which the named person has sole or shared voting power or investment power and any shares that the named
person has the right to acquire within 60 days.
The mailing address for all directors, executive
officers, and beneficial owners of more than 5% of our common stock is #3 Bethesda Metro Center, Suite 700, Bethesda, Maryland, 20814.
|
Beneficial Owner
|
|
Shares of Common Stock Beneficially Owned
|
|
Percentage
|
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
Dr. Eyal Ballan
|
|
|
|
|
|
|
%
|
|
|
Uri Ben-Or
|
|
|
|
|
|
|
|
|
|
Inbar Maymon- Pomeranchik
|
|
|
|
|
|
|
%
|
|
|
Gil Feiler
|
|
|
|
|
|
|
%
|
|
|
Shaul Yemal
|
|
|
|
|
|
|
|
|
|
Eyal Barad
|
|
|
140,000
|
(1)
|
|
|
*
|
|
|
Gabriel Yariv
|
|
|
2,500,000
|
(2)
|
|
|
%
|
|
|
All Named Executive Officers and Directors as a Group (7 persons)
|
|
|
|
|
|
|
%
|
|
|
5% or Greater Stockholders:
|
|
|
|
|
|
|
|
|
|
Cannabics Inc. (3)
|
|
|
86,939,240
|
|
|
|
%
|
|
*less than 1%
|
|
(1)
|
Includes 140,000 shares issuable upon exercise of stock options.
|
|
|
(2)
|
Includes 2,500,000 shares issuable upon exercise of stock options.
|
|
|
(3)
|
Eyal Barad and Gabriel Yariv, as the directors of Cannabics Inc., have joint voting and dispositive control over our securities held by Cannabics Inc. Mr. Barad, Mr. Yariv and Mr. Feiler own 26.25%, 0.33% and 3.07%, respectively, of Cannabics Inc. The mailing address for Cannabics Inc. is #3 Bethesda Metro Center, Suite 700, Bethesda, Maryland, 20814.
|
VOTE OBTAINED — NEVADA LAW
Section 78.320 of the NRS
provides that, unless otherwise provided in the Company’s Articles of Incorporation or bylaws, any action required or permitted
to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto
is signed by stockholders holding at least a majority of the voting power. Neither the Company’s Articles of Incorporation nor its
By-Laws prohibit the taking of action by its stockholders by written consent. In order to eliminate the costs and management time involved
in holding a special meeting, our Board of Directors voted to utilize this provision under Nevada law and obtained the written consent
of the holder of a majority in interest of our Common Stock. As of [_], 2022, there were [_] shares of Common Stock of the Company issued
and outstanding. Each holder of Common Stock is entitled to one vote for each share held by such holder.
On [_], 2022, stockholders holding in the aggregate
86,939,240 shares of Common Stock or approximately [_]% of the Common Stock outstanding on such date, approved the Name Change, the Reverse
Stock Split, and the Preferred Share Decrease. Section 78.320 of the NRS provides that in no instance where action is authorized by written
consent need a meeting of stockholders be called or notice given.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING
AN ADDRESS
Only one Information Statement
is being delivered to multiple security holders sharing an address unless the Company has received contrary instructions from one or
more of its security holders. The Company undertakes to deliver promptly and without charge, upon written or oral request, a separate
copy of the information statement to a security holder at a shared address to which a single copy of the documents was delivered. Security
holders sharing an address and receiving a single copy may send a request to receive separate information statements to the Company at
the following address: Cannabics Pharmaceuticals Inc, # 3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814 or by email at eyalbarad@cannabics.com.
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT
THE COMPANY
The Company is subject to
the information requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information including
annual and quarterly reports on Form 10-K and Form 10-Q with the SEC. Reports and other information filed by the Company can be accessed
on the SEC website where reports, proxy and information statements and other information regarding issuers that file electronically with
the SEC may be obtained free of charge. In addition, you may send a request for any of our SEC filings to Cannabics Pharmaceuticals Inc,
# 3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814 or by email at eyalbarad@cannabics.com.
INCORPORATION BY REFERENCE
Statements contained in this
information statement, or in any document incorporated in this information statement by reference regarding the contents of other documents,
are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed
as an exhibit with the SEC. The SEC allows us to “incorporate by reference” into this information statement certain documents
we file with the SEC. This means that we can disclose important information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be part of this Information Statement, and later information
that we file with the SEC, prior to the effective date of the actions set forth herein, will automatically update and supersede that information.
We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Information Statement and prior to the effective date of the actions set forth herein. These include
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as information
or proxy statements (except for information furnished to the SEC that is not deemed to be “filed” for purposes of the Securities
Exchange Act of 1934). Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K,
including the related exhibits, is not incorporated by reference into this information statement.
Any person, including any
beneficial owner, to whom this Information Statement is delivered may request copies of reports, proxy statements or other information
concerning us, without charge, as described above in “Where You Can Find More Information.”
You should rely only on information
contained in or incorporated by reference in this information statement. No persons have been authorized to give any information or to
make any representations other than those contained in this information statement and, if given or made, such information or representations
must not be relied upon as having been authorized by us or any other person.
THIS INFORMATION STATEMENT
IS DATED [_], 2022. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THAT DATE, AND THE MAILING OF THIS INFORMATION STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.
This Information Statement is first being mailed
or furnished to stockholders on or about [ ], 2022. The Company will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of the Common Stock.
By Order of the Board of Directors
[_], 2022
Appendix A
Form of Certificate of Amendment
BARBARA K. CEGAVSKE
Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov USE BLACK INK ONLY -
DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: 2. The articles have been amended as follows: (provide
article numbers, if available) 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at
least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes
or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 4. Effective
date and time of filing: (optional) Date: Time: 5. Signature: (required) (must not be later than 90 days after the certificate is filed)
Signature of Officer *If any proposed amendment would alter or change any preference or any relative or other right given to any class
or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required,
of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to
limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit with the
proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Amend
Profit-After Revised: 1-5-15
Appendix B
Form of Certificate of Change
BARBARA K. CEGAVSKE Secretary
of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Change filed Pursuant to NRS 78.209 For Nevada Profit Corporations 1. Name of corporation:
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: 4.
The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 5. The number
of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class
or series: 6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to
stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: 7. Effective date
and time of filing: (optional) 8. Signature: (required) X Signature of Officer Date: Time: (must not be later than 90 days after the
certificate is filed) Title IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this
filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Stock Split Revised: 1-5-15