INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.
INFORMATION
STATEMENT PURSUANT TO SECTION 14C OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR COMMON STOCK. WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO THE ACTIONS DESCRIBED
IN THIS INFORMATION STATEMENT.
This
Information Statement advises stockholders of MOJO Organics, Inc. (the “Company”) of:
| |
● |
An amendment to the Company’s Certificate of Incorporation
(the “Certificate of Amendment”) to authorize a change in the name of the Company from “MOJO Organics, Inc.”
to “Equator Beverage Company” (the “Name Change”); and |
| |
|
|
| |
● |
a
Certificate of Amendment to: (i) approve a reverse
stock split of the Company’s outstanding common stock at a ratio of 1-for-2; and (ii) decrease the Company’s authorized
common stock correspondingly from 40,000,000 shares, par value $0.001 to 20,000,000 shares, par value $0.001. |
Our
Board of Directors approved the Certificate of Amendment on June 8, 2022 (the Certificate of Amendment is referred to herein as the “Amendment”)
and approved close of markets on June 8, 2022 as the record date for determining shareholders eligible to vote to approve the Amendment
(the “Voting Record Date”). The Amendment was subsequently approved, by written consent, by stockholders holding a
majority of our outstanding voting stock (common stock) on the Voting Record Date (the “Written Consent”). Copies
of the substantive text of the Certificate of Amendment is attached to this Information Statement as Exhibit A.
Accordingly,
all necessary corporate approvals to effectuate the Amendment have been obtained. We are not seeking approval from our remaining stockholders.
This Information Statement is furnished solely for the purpose of informing our stockholders, in the manner required pursuant to the
Exchange Act and the Delaware law of the Amendment. Pursuant to Section 14(c) of the Exchange Act and Rule 14c-2 promulgated pursuant
thereto, the Amendment will not be effective until twenty (20) days after the date a Definitive Information Statement is filed with the
Commission and a copy thereof is mailed to each of our stockholders. Therefore, this Information Statement is being sent to you for informational
purposes only. Notwithstanding the foregoing, we must notify the Financial Industry Regulatory Authority of the Name Change and
Reverse Stock Split by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated
effective date of the reverse split. The Company anticipates that the amendments discussed above will be effected in July 2022.
AUTHORIZATION
BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under
the Delaware General Corporation Law and the Company’s Bylaws, any action that can be taken at an annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock having not less
than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon
were present and voted consent to such action in writing. As the holders of the Company’s Common Stock are entitled to vote on
such matters, approval of the Amendment required the approval of a majority of the Company’s outstanding common stock. On the Voting
Record Date, the Company had 31,357,003 shares of Common Stock issued and outstanding with the holders thereof being entitled to cast
one vote per share. The Written Consent was executed by Glenn Simpson (CEO) holding 14,199,784 shares of Common Stock (45.28% of outstanding),
by Diane Cudia (Corporate Controller) holding 833,333 shares of Common Stock (2.66% of outstanding), and by Jeffrey Devlin (Director)
holding 811,286 shares of Common Stock (2.59% of outstanding), who together held 50.53% of the Company’s outstanding voting stock
as of the Voting Record Date, and who together voted in favor of the Amendment.
We
have obtained all necessary corporate approvals in connection with the Amendment. We are not seeking written consents from any other
stockholder, and the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information
Statement. This Information Statement is furnished solely for the purposes of advising stockholders of the action approved by the Written
Consent and giving stockholders notice of the Amendment as required by the Delaware General Corporation Law and the Exchange Act.
As
the Amendment was approved by the Written Consent, there will be no stockholders’ meeting, and representatives of the principal
accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if
they desire to do so and will not be available to respond to appropriate questions from our stockholders.
ACTION
ONE
NAME CHANGE
Our Board of Directors and
Majority Stockholder approved a corporate name change to “Equator Beverage Company” from “MOJO Organics, Inc.”
Management believes that changing our name to Equator Beverage Company will give the Company an improved identity.
When the Name Change is effectuated,
the Company’s common stock will receive a new CUSIP number, which is the number used to identify the Company’s equity securities,
but the stock certificates with the older CUSIP number will not need to be exchanged for stock certificates with the new CUSIP number. They
will be issuable upon surrender. Our common stock will continue to be quoted on the OTC Markets. We will report our new CUSIP number
and we will have the same trading symbol in “MOJO.”
ACTION TWO
AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION FOR REVERSE SPLIT AND
DECREASE IN AUTHORIZED
COMMON STOCK
Reverse
Stock Split
General
On
June 8, 2022, the Board of Directors of the Company approved, declared it advisable and in the Company’s best interest, and directed
that there be submitted to the holders of a majority of the Company’s common stock for approval, the prospective amendment to the
Company’s Articles of Incorporation to effect a 1-for-2 reverse split of the Company’s Common Stock (the “Reverse Stock
Split”). On June 8, 2022, stockholders of the Company owning a majority of the Company’s outstanding voting stock (the “Majority
Stockholders”) approved the Reverse Stock Split by written consent, in lieu of a special meeting of the stockholders.
Effects
of Reverse Split
The
corporate action provides for the combination of our presently issued and outstanding shares of Common Stock into a smaller number of
shares of identical Common Stock. This is known as a “reverse stock split.” Under the proposal, each two (2) shares of our
presently issued and outstanding Common Stock as of the close of business on the effective date of the approved director’s resolution
will be converted automatically into one (1) share of our post-reverse stock split Common Stock. Fractional shares will not be issued.
Instead, we will issue one share of our post-reverse stock split Common Stock to any stockholder who would have been entitled to receive
a fractional share as a result of the reverse stock split.
Each
stockholder will hold the same percentage of our outstanding Common Stock immediately following the reverse stock split as he or she
did immediately prior to the reverse stock split, except for adjustments required due to the treatment of fractional shares. The Reverse
Split will also change the number of authorized shares of Common Stock at the same ratio.
Common
Stock
| Pre-Split
Outstanding Shares |
|
Post-Split
Outstanding Shares |
| |
|
|
| 31,357,003 |
|
15,678,502 |
Reasons
for the Reverse Stock Split
The
primary purpose of the Reverse Stock Split is to increase the per share price of our Common Stock. The reduction in the number of issued
and outstanding shares of Common Stock to result from the Reverse Stock Split is expected to increase the market price of the Common
Stock to a level above the current market trading price. While the Board believes that the shares of Common Stock will trade at higher
prices than those which have prevailed in the recent past, there can be no assurance that such increase in the trading price will occur
or, if it does occur, that it will equal or exceed the direct arithmetical result of the Reverse Stock Split because there are numerous
factors and contingencies which could affect our market price.
The
Company’s Common Stock is currently quoted on the OTC Market Groups, Inc. “Current Information” tier under the symbol
“MOJO.” A higher per share price for the Common Stock may enable the Company to meet minimum bid price criteria for initial
listing of the Common Stock on a national securities exchange at such time as we implement our future business plans. Because trading
of our Common Stock is conducted in the over-the-counter market, an investor could find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the Common Stock. In addition, because the Common Stock is not listed on a national securities
exchange and presently trades at less than $5.00 per share, trading in our Common Stock is subject to the requirements of certain rules
promulgated under the Exchange Act, which require additional disclosure by brokers or dealers in connection with any trades involving
a stock defined as a “penny stock.” Because our Common Stock is presently classified as a “penny stock,” prior
to effectuating any transaction in our Common Stock, a broker or dealer is required to make a suitability determination as to the proposed
purchaser of our Common Stock and to receive a written agreement, meeting certain requirements. The additional burdens imposed upon brokers
or dealers by such requirements could discourage brokers or dealers from effecting transactions in our Common Stock, which could limit
the market liquidity of our Common Stock and the ability of investors to trade our Common Stock.
The
Board believes that the Reverse Stock Split also could result in a broader market for our Common Stock than the current market. Many
institutional investors are unwilling or unable due to investment restrictions to invest in companies whose stock trades at less than
$5.00 per share. Many investment advisors are subject to internal restrictions on their ability to recommend stocks trading at less than
$5.00 per share because of a general presumption that such stocks may be highly speculative. In addition, stocks trading at less than
$5.00 per share may not be marginable under the internal policies of some investment firms. The Reverse Stock Split is anticipated to
result in a price increase for our Common Stock relieving, to some extent, the effect of such limitations on the market for our Common
Stock. Additionally, brokerage commissions on the sale of lower priced stocks often represent a higher percentage of the sales price
than commissions on relatively higher priced stocks. The expected increase in trading price may also encourage interest and trading in
our Common Stock and possibly promote greater liquidity for our stockholders. We also believe that the current per share price of our
Common Stock has or may have a negative effect on our ability to use our Common Stock in connection with possible future transactions
such as financings, strategic alliances, acquisitions and other uses not presently determinable. However, there can be no assurances
that the Reverse Stock Split will have the desired consequences.
Effects
of the Reverse Stock Split
The
Reverse Stock Split will be effected and will be effective upon a date on or after the expiration of the 20-day Period after the mailing
of this Information Statement. The 20-day Period is expected to conclude in July, 2022. Notwithstanding the foregoing, we must notify
the Financial Industry Regulatory Authority of the Name Change and the Reverse Split by filing the Issuer Company Related Action
Notification Form no later than ten (10) days prior to the anticipated effective date of the Reverse Stock Split.
Adoption
of the Reverse Stock Split will reduce the shares of Common Stock outstanding on the record date and it will correspondingly reduce the
number of authorized shares of Common Stock. The Reverse Stock Split also will have no effect on the par value of the Common Stock. The
effect of the reverse split upon holders of Common Stock will be that the total number of shares of our Common Stock held by each stockholder
will be automatically converted into the number of whole shares of Common Stock equal to the number of shares of Common Stock owned immediately
prior to the Reverse Stock Split divided by two (2), adjusted for any fractional shares. Each of our stockholders will continue to own
shares of Common Stock and will continue to share in the assets and future growth of the Company as a stockholder. Each stockholder that
currently owns fewer than two shares of Common Stock will receive one (1) whole shares of Common Stock as a result of the Reverse Stock
Split.
Each
stockholder’s percentage ownership interest in the Company and proportional voting power will change due to adjustments for fractional
shares.
Accounting
Matters
The
Reverse Split will not affect the par value of the Company’s Common Stock. As a result, on the effective date of the Reverse Split
approved by the Company’s Board of Directors, the stated capital on the Company’s balance sheet attributable to Common Stock
would be increased from then current amount by a factor that equals the Reverse Split ratio, and the additional paid-in capital account
would be debited with the amount by which the stated capital is increased. The per share net income or loss and net book value per share
will be increased because there will be less shares issued and outstanding.
Tax
Consequences to Common Stockholders
The
following discussion sets forth the material United States federal income tax consequences that the Company’s management believes
will apply with respect to the Company and the shareholders of the Company who are United States holders at the effective time of the
Reverse Split. This discussion does not address the tax consequences of transactions effectuated prior to or after the Reverse Split,
including, without limitation, the tax consequences of the exercise of options, warrants or similar rights to purchase stock. For this
purpose, a United States holder is a shareholder that is: (i) a citizen or resident of the United States, (ii) a domestic corporation,
(iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a United States
court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to
control all substantial decisions of the trust. This discussion does not describe all of the tax consequences that may be relevant to
a holder in light of his particular circumstances or to holders subject to special rules (such as dealers in securities, financial institutions,
insurance companies, tax-exempt organizations, foreign individuals and entities and persons who acquired their Common Stock as compensation).
In addition, this summary is limited to shareholders who hold their Common Stock as capital assets. This discussion also does not address
any tax consequences arising under the laws of any state, local, or foreign jurisdiction. Accordingly, each shareholder is strongly urged
to consult with a tax adviser to determine the particular federal, state, local or foreign income or other tax consequences to such shareholder
related to any Reverse Stock Split.
The
Reverse Stock Split is intended to be a tax-free recapitalization to the Company and its stockholders, except for those stockholders
who receive shares of Common Stock in lieu of a fractional share. Stockholders will not recognize any gain or loss for federal income
tax purposes as a result of the Reverse Stock Split, except for those stockholders receiving shares of Common Stock in lieu of a fractional
share (as described herein). The holding period for shares of Common Stock after the Reverse Stock Split will include the holding period
of shares of Common Stock before the Reverse Stock Split, provided that such shares of Common Stock are held as a capital asset at the
effective time of the Amendment. The adjusted basis of the shares of Common Stock after the Reverse Stock Split will be the same as the
adjusted basis of the shares of Common Stock before the Reverse Stock Split, excluding the basis of fractional shares. A stockholder
who receives shares of Common Stock in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess
of the fair market value of such shares over the fair market value of the fractional share to which the stockholder was otherwise entitled.
THIS
SUMMARY IS NOT INTENDED AS TAX ADVICE TO ANY PARTICULAR PERSON. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY ASSUMES
THAT THE SHARES OF COMMON STOCK ARE HELD AS “CAPITAL ASSETS” AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE FEDERAL INCOME
TAX CONSEQUENCES TO THE COMPANY’S STOCKHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY BE SUBJECT
TO SPECIAL TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES,
FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY CONSEQUENCES OF ANY REVERSE SPLIT UNDER
ANY STATE, LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF ANY REVERSE SPLIT MAY VARY AS TO EACH STOCKHOLDER DEPENDING
ON THE STATE IN WHICH SUCH STOCKHOLDER RESIDES.
AS
A RESULT, IT IS THE RESPONSIBILITY OF EACH STOCKHOLDER TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED
TO, THE FOLLOWING: (A) THE EFFECT ON HIS, HER OR ITS TAX SITUATION OF ANY FORWARD SPLIT, INCLUDING, BUT NOT LIMITED TO, THE APPLICATION
AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION OR REGULATIONS; AND (C)
THE REPORTING OF INFORMATION REQUIRED IN CONNECTION WITH ANY REVERSE SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE RESPONSIBILITY
OF EACH STOCKHOLDER TO PREPARE AND FILE ALL APPROPRIATE FEDERAL, STATE, LOCAL, AND, IF APPLICABLE, FOREIGN TAX RETURNS.
Tax
Consequences for the Company
The
Company should not recognize any gain or loss as a result of the Reverse Split.
Share
Certificate Transfer Instructions
SHARE
CERTIFICATES SHOULD NOT BE SENT TO US OR THE TRANSFER AGENT BEFORE RECEIPT OF SUCH LETTER OF TRANSMITTAL FROM THE COMPANY.
Until
a stockholder forwards a completed letter of transmittal, together with certificates representing such stockholder’s shares of
pre-Reverse Stock Split Common Stock to the transfer agent and receives in return a certificate representing shares of post-Reverse Stock
Split Common Stock, such stockholder’s pre-Reverse Split Common Stock shall be deemed equal to the number of whole shares of post-Reverse
Stock Split Common Stock to which such stockholder is entitled as a result of the Reverse Stock Split.
Decrease
the Authorized Common Stock
General
On
June 8, 2022, the Board of Directors of the Company approved, declared it advisable and in the Company’s best interest and directed
that there be submitted to the holders of a majority of the Company’s voting stock for approval, the prospective amendment to the
Fourth Article of the Company’s Articles of Incorporation to decrease the authorized common stock from 40,000,000 shares, par value
$0.001, to 20,000,000 shares, par value $0.001 (the “Decrease in Authorized Amendment”). On June 8, 2022, the Majority Stockholders
approved the Decrease in Authorized Amendment by written consent, in lieu of a special meeting of the stockholders.
Reasons
for the Decrease in Authorized Amendment
Currently,
the Company is authorized to issue 40,000,000 shares of Common Stock. Of the 40,000,000 shares of Common Stock authorized, as of the
Voting Record Date, there were 31,357,003 shares of Common Stock issued and outstanding. After the Reverse Stock Split, as detailed herein,
the Company will have approximately 15,678,502 shares of Common Stock issued and outstanding.
As
a general matter, the Majority Stockholders believe the available number of unissued shares of Common Stock after the 2-for-1 reverse
stock split is too many shares to be potentially issued at the discretion of the Board of Directors without going back to the Company’s
shareholders for approval prior to issuance. As a result the Majority Stockholders approved the Decrease in Authorized Amendment.
The
Board of Directors is considering, and will continue to consider, various financing options, including the issuance of either Common
Stock or securities convertible into Common Stock from time to time to raise additional capital necessary to support future growth of
the Company. As a result of the Decrease in Authorized Amendment, the Board of Directors feels potential investors will be more likely
to invest in the Company’s securities if the Company’s Board of Directors can only issue up to 20,000,000 shares of common
stock as opposed to 40,000,000 shares of common stock.
Ability
of the Board to Issue Stock; Certain Issuances Requiring Shareholder Approval
The
shares of Common Stock authorized by the Decrease in Authorized Amendment may be issued for any proper purpose from time to time upon
authorization by the Board of Directors, without further approval by the stockholders unless required by applicable law, rule or regulation,
including, without limitation, rules of any trading market that the Company’s Common Stock may trade on at that time. Shares may
be issued for such consideration as the Board of Directors may determine and as may be permitted by applicable law.
Interest
of the Directors and Officers of the Company in the Decrease in Authorized Amendment
The
current officers and directors of the Company and the officers and directors of the Company when the Decrease in Authorized Amendment
was approved by the Board of Directors do not have any substantial interest, direct or indirect, in the approval of the Decrease in Authorized
Amendment, other than as stockholders of the Company.
Effects
of the Decrease in Authorized Amendment
The
Decrease in Authorized Amendment was not approved as a means of preventing or dissuading a change in control or takeover of the Company.
However, lowering the number of shares that can be issued could decrease the opportunity for a future change of control or takeover of
the Company. The Board of Directors and executive officers of the Company have no knowledge of any current effort to obtain control of
the Company or to accumulate large amounts of Common Stock.
The
holders of Common Stock are not entitled to preemptive rights with respect to the issuance of additional Common Stock or securities convertible
into or exercisable for Common Stock. Accordingly, the issuance of additional shares of Common Stock or such other securities might dilute
the ownership and voting rights of stockholders.
The
holders of Common Stock will not realize any dilution in their percentage of ownership of our company or their voting rights as a result
of the decrease. However, issuances of significant numbers of additional shares of Common Stock in the future (i) may dilute stockholders’
percentage ownership of our company and (ii) if such shares are issued at prices below what current stockholders paid for their shares,
may dilute the value of current stockholders’ shares.
The
Decrease in Authorized Amendment does not change the terms of the Common Stock.
The
Decrease in Authorized Amendment, a copy of which is attached to this Information Statement as Exhibit A, will be filed with the
Delaware Secretary of State with an expected effective date on a day in July, 2022.
DISSENTER’S
RIGHTS
Under
the Delaware General Corporation Law, holders of our capital stock are not entitled to dissenter’s rights of appraisal with respect
to the proposed amendment to our Certificate of Incorporation and the adoption of the Amendment.
DISTRIBUTION
AND COSTS
We
will pay the cost of preparing, printing and distributing this Information Statement. Only one Information Statement will be delivered
to multiple stockholders sharing an address, unless contrary instructions are received from one or more of such stockholders. Upon receipt
of a written request at the address noted above, we will deliver a single copy of this Information Statement and future stockholder communication
documents to any stockholders sharing an address to which multiple copies are now delivered.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of June 8, 2022, certain information with respect to our equity securities owned of record or beneficially
by (i) each of our Officers and Directors; (ii) each person who owns beneficially more than 5% of each class of our outstanding equity
securities; and (iii) all Directors and Executive Officers as a group. Except as otherwise indicated, the persons listed below have sole
voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent such power may be shared
with a spouse.
| Name | |
Shares | | |
Percent
of Common Stock (1) | |
| Glenn Simpson | |
| 14,199,784 | | |
| 45.3 | % |
| Chairman and CEO | |
| | | |
| | |
| Diane Cudia | |
| 833,333 | | |
| 2.7 | % |
| Corporate Controller | |
| | | |
| | |
| Jeffrey Devlin | |
| 811,286 | | |
| 2.6 | % |
| Director | |
| | | |
| | |
| All Officers and Directors as a group (3 persons) | |
| 15,844,403 | | |
| 50.6 | % |
| (1) |
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to
securities. Shares of Common Stock subject to options currently exercisable or convertible, or exercisable or convertible within
60 days of June 8, 2022 are deemed outstanding for computing the percentage of the person holding such option but are not deemed
outstanding for computing the percentage of any other person. |
There
are no current arrangements which will result in a change in control.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
will only deliver one information statement to multiple stockholders sharing an address, unless we have received contrary instructions
from one or more of the stockholders. Also, we will promptly deliver a separate copy of this information statement and future stockholder
communication documents to any stockholder at a shared address to which a single copy of this information statement was delivered, or
deliver a single copy of this information statement and future stockholder communication documents to any stockholder or stockholders
sharing an address to which multiple copies are now delivered, upon written request to us at our address noted above. Stockholders may
also address future requests regarding delivery of information statements and/or annual reports by contacting us at the address noted
above.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information
we have filed with the SEC, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC
20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains reports, proxy statements and other information about issuers, like the Company, who file electronically
with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the
address specified above.
| |
MOJO
ORGANICS, INC. |
| |
|
|
| June
24, 2022 |
By: |
/s/
Glenn Simpson |
| |
|
Glenn
Simpson |
| |
|
Chief
Executive Officer |
Exhibit
A
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
MOJO
ORGANICS, INC.
Adopted
in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware
Mojo
Organics, Inc., (the “Corporation”),
a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify:
FIRST:
That on June __, 2022, the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing a name change
of the Corporation to Equator Beverage Company (ii) authorizing the Corporation to execute and file with the Secretary of State of
the State of Delaware an amendment of the Corporation’s Certificate of Incorporation to approve a reverse stock split of the Company’s
outstanding common stock at a ratio of 1-for-2; and (iii) to correspondingly decrease the Company’s authorized common stock
from 40,000,000 shares, par value $0.001 to 20,000,000 shares, par value $0.001; and (iv) declaring such amendments to be advisable.
SECOND:
That upon the effectiveness of this Certificate of Amendment of the Certificate of Incorporation, the Certificate of Incorporation is
hereby amended as to Article I, which is amended in its entirety to read as follows:
“The
name of the Corporation shall be Equator Beverage Company.”
THIRD:
That upon the effectiveness of this Certificate of Amendment of the Certificate of Incorporation, the Certificate of Incorporation is
hereby amended as to Article IV, which is amended in its entirety to read as follows:
“Section
1. Reverse Stock Split. Effective on the market effective date established by FINRA (the “Effective Time”), each two (2)
shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time (“Old Common Stock”)
shall automatically be combined and converted, without any action on the part of the holder thereof, into one (1) share of fully paid
and nonassessable Common Stock of the Corporation (the “Reverse Stock Split”). No fractional shares of Common Stock shall
be issued upon combination of the Common Stock in the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of
any fractional share, the Corporation shall issue one whole share in lieu of the fractional share.
The
Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation
or its transfer agent. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares
of Common Stock resulting from the Reverse Stock Split and held by a single record holder shall be aggregated.
The
par value of each share of Common Stock shall not be adjusted in connection with the Reverse Stock Split.
Section
2. The total number of shares of Common Stock which this Corporation is authorized to issue is Twenty Million (20,000,000) shares, par
value $0.001.”
THIRD:
That, in accordance with the provisions of the Delaware General Corporation Law, the holders of the majority of the issued and outstanding
shares of the Corporation entitled to vote thereon approved the amendment, by written consent, on June __, 2022.
FOURTH:
That the amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation Law
by the Board of Directors and stockholders of the Corporation.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed by Glenn
Simpson, its Chief Executive Officer, this [___] day of July, 2022.
| |
MOJO
ORGANICS, INC. |
| |
|
|
| |
By: |
|
| |
|
Glenn
Simpson |
| |
|
Chief
Executive Officer |