THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF THE COMPANY
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
GLOBAL
TECH INDUSTRIES GROUP, INC.
511
SIXTH AVENUE, SUITE 800
NEW
YORK, NEW YORK 10011
NOTICE
OF ACTION TO BE TAKEN BY
THE
SHAREHOLDERS
INFORMATION
STATEMENT
(Definitive)
April
8, 2022
To
the Shareholders of Global Tech Industries Group, Inc.
On
March 28, 2022, the board of directors of Global Tech Industries Group, Inc., a Nevada corporation (the “Company” or “GTII”),
unanimously approved and consented that the Company amend its Articles of Incorporation in order to increase the number of authorized
shares of common stock from 550,000,000, par value $0.001 per share, to 750,000,000, par value $0.001 per share. On March 28, 2022, David
Reichman (the “Majority Shareholder”,) who is entitled to vote of a total of 1,000 shares of Series A Preferred Stock, or
approximately 51.1% of the voting control, and 38,841,285 shares of common stock or approximately 15.18% of the total issued and outstanding
voting stock of the Company approved of such action by written consent in lieu of a special meeting of the Company’s shareholders
in accordance with the General Corporation Law of the State of Nevada (the “NGCL”), which then authorized the officers and
directors of the Company to cause the Company to amend its Articles of Incorporation in order to increase the number of authorized shares
of common stock from 550,000,000, par value $0.001 per share, to 750,000,000, par value $0.001 per share.
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For
the Board of Directors of |
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Global
Tech Industries Group, Inc. |
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Date:
April 8, 2022 |
By: |
/s/
David Reichman |
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David
Reichman |
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Chief
Executive Officer and Director |
WE
ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY.
GLOBAL
TECH INDUSTRIES GROUP, INC.
511
SIXTH AVENUE, SUITE 800
NEW
YORK, NEW YORK 10011
SHAREHOLDERS
ACTION
On
March 28, 2022, the board of directors of the Company, unanimously approved and consented that the Company amend its Articles of Incorporation
in order to increase the number of authorized shares of common stock from 550,000,000, par value $0.001 per share, to 750,000,000, par
value $0.001 per share. The Majority Shareholder submitted his written consent to the board resolution described in this Information
Statement on or about March 28, 2022, to be effective upon satisfaction by the Company of all applicable filing and notification requirements
of the Securities and Exchange Commission. As of March 28, 2022 the Majority Shareholder was entitled to vote of record 1,000 shares
of the Company’s Series A Preferred Stock, par value $0.001 per share, or 51.1% of the voting power of the Company, and 38,841,285
shares of the Company’s common stock, par value $0.001 per share, or approximately 15.18% of the total issued and outstanding common
stock of the Company. The remaining outstanding shares of common stock are held by approximately 313 other shareholders.
The
Majority Shareholder is David Reichman, the chairman of the board and chief executive officer of the Company.
The
Company is not soliciting consents or proxies and shareholders have no obligation to submit either of them. The Majority Shareholder
has consented to the shareholder resolution described in this Information Statement. The affirmative vote of the holders of a majority
of the outstanding voting stock of the Company is required to adopt the resolution described in this Information Statement and has been
obtained. As of the Record Date, April 8, 2022, the Company’s voting stock consisted of a total of 255,840,515 shares of common
stock and 1,000 shares of Series A Preferred Stock. The holders of the Company’s Series A Preferred Stock have the right to vote
in an amount equal to 51.1% of the total vote with respect to any proposal relating to increasing the authorized share capital of the
Company.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposed resolution will not be adopted until at least 20 days
after the date on which this Information Statement has been mailed to the Company’s shareholders. This Information Statement will
serve as written notice to the Company’s shareholders pursuant to the NGCL.
THE
COMPANY AND THE TRANSACTION
Proposed
Shareholder Action
The
Company has its executive offices at 511 Sixth Avenue, Suite 800, New York, New York 10011, and its telephone number is (212) 204-7926.
As described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS, the Company proposes to amend its Articles of Incorporation
(the “Amendment”) in order to increase the number of authorized shares of the Company’s common stock from 550,000,000,
par value $0.001 per share, to 750,000,000, par value $0.001 per share.
The
Board of Directors of the Company voted unanimously to implement the Amendment because the Board of Directors believes that an increase
to the number of authorized shares of the Company’s common stock will allow the Company to raise the capital necessary for the
Company to grow its business in the future.
The
Company is not expected to experience a material tax consequence as a result of the Amendment. Increasing the number of authorized shares
of the Company’s common stock, however, subjects the Company’s existing shareholders to future dilution and subordination
of their ownership and voting power in the Company.
Company
Plans
The
Company currently has no definitive plans to issue the newly authorized common stock provided for in the Amendment. The Company may issue
additional common stock from time to time in the future for the purpose of raising capital or undertaking strategic acquisitions.
Potential
Anti-Takeover Effect
The
additional shares of common stock that will become available for issuance upon the adoption of the resolution could also be used by the
Company to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example, without
further shareholder approval, the Board could strategically sell shares of common stock in a private transaction to purchasers who would
oppose a takeover or favor the current Board. Although this proposal to increase the authorized common stock has been prompted by business
and financial considerations and not 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 approval of the Amendment could facilitate future efforts by
the Company to deter or prevent changes in control of the Company, including transactions in which the shareholders might otherwise receive
a premium for their shares over then current market prices.
Additional
Information
Additional
information regarding the Company, its business, its capital stock, and its financial condition are included in the Company’s Form
10-K annual report and its Form 10-Q quarterly reports. Copies of the Company’s Form 10-K for its fiscal year ending December 31,
2020, as well as the Company’s Form 10-Q for the quarters ending March 31, 2021, June 30, 2021 and September 30, 2021, are available
upon request to: David Reichman, Chairman & CEO, 511 Sixth Avenue, Suite 800, New York, New York, 10011. These reports are also available
under the Company’s name on the Securities and Exchange Commission’s website at www.sec.gov.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth the names of the Company’s executive officers and directors and all persons known by the Company to
beneficially own 5% or more of the issued and outstanding common stock of GTII as of April 8, 2022. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person
and the percentage of ownership of that person, shares of common stock subject to options held by that person that are currently exercisable
or become exercisable within 60 days of April 8, 2022 are deemed outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The percentage ownership
of each beneficial owner is based on 255,840,515 outstanding shares of common stock. Except as otherwise listed below, the address of
each person is 511 Sixth Avenue, Suite 800, New York, New York 10011. Except as indicated, each person listed below has sole voting and
investment power with respect to the shares set forth opposite such person’s name.
| |
Common Stock | | |
Preferred Stock | |
Name of Beneficial | |
Number of Shares Owned | | |
Percentage Owned | | |
Number of Shares Owned | | |
Percentage Owned | |
Ownership (1) | |
| | | |
| | | |
| | | |
| | |
David Reichman (2) | |
| 38,841,285 | | |
| 15.18 | | |
| 1,000 | | |
| 100 | |
| |
| | | |
| | | |
| | | |
| | |
Kathy Griffin | |
| 11,605,800 | | |
| 4.54 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Frank Benintendo | |
| 4,692,079 | | |
| 1.83 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Don Gilbert | |
| 4,599,218 | | |
| 1.80 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Michael Valle | |
| 1,859,000 | | |
| 0.72 | | |
| | | |
| | |
|
1. |
Except
as pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect
to all shares of common stock beneficially owned. |
|
|
|
|
2. |
As
the holder of the Company’s Series A Preferred Stock, Mr. Reichman has the right to vote in an amount equal to 51.1% the total
vote with respect to any proposal relating to increasing the authorized share capital of the Company. |
DELIVERY
OF INFORMATION TO A SHARED ADDRESS
If
you and one or more shareholders share the same address, it is possible that only one Information Statement was delivered to your address.
Any registered shareholder who wishes to receive a separate copy of the Information Statement at the same address now or in the future
may mail a request to receive separate copies to David Reichman, 511 Sixth Avenue, Suite 800, New York, New York 10011, or call the Company
at (212) 204-7926 and we will promptly deliver the Information Statement to you upon your request. Shareholders who received multiple
copies of this Information Statement at a shared address and who wish to receive a single copy may direct their request to the same address.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. You can identify our forward-looking statements by the words “expects,” “projects,” “believes,”
“anticipates,” “intends,” “plans,” “predicts,” “estimates” and similar expressions.
The forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company
cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we
cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may
prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecast
in the forward-looking statements. You should rely only on the information the Company has provided in this Information Statement. The
Company has not authorized any person to provide information other than that provided herein. The Company has not authorized anyone to
provide you with different information. You should not assume that the information in this Information Statement is accurate as of any
date other than the date on the front of the document.