[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d) (2))
[ ] Fee computed on table below per Exchange Act
Rules 14c-5(g) and 0-11.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear Shareholders:
This information statement (“
Information
Statement
”) is being furnished to holders of record of the common stock, par value $0.0001 per share (the “
Common
Stock
”), at the close of business on October 9, 2018, of JRjr33, Inc., a Florida corporation (the “
Company
”),
with respect to certain corporate actions of the Company. This Information Statement is first being mailed or furnished to
the shareholders of the Company on or about [__________], 2018.
The purpose of this Information Statement
is to notify shareholders of the Company that, on October 9, 2018, the Company received a written consent in lieu of a meeting
of shareholders from the holders of approximately 24,170,539 shares of Common Stock (representing approximately 50.43% of the issued
and outstanding shares of Common Stock entitled to vote. Through the written consent, shareholders adopted a resolution approving
an amendment to the Company’s Articles of Incorporation to effect the following:
|
1)
|
To decrease the total number of shares of the Corporation’s authorized capital stock from 250,500,000 to 2,505,000, and
to effect a 1:100 reverse stock split; and
|
|
2)
|
To change the name of the Corporation from “JRjr33, Inc.” to CVSL, Inc. (the “
Action
”).
|
Only the shareholders of record at the close
of business on October 9, 2018, are entitled to notice of the Action. Shareholders who hold in excess of 50% of the Company’s
shares of Common Stock entitled to vote on the Action have voted in favor of the Action. As a result, the Action has been approved
without the affirmative vote of any other shareholders of the Company. This Action is expected to be effective on a date that is
at least 20 days after the mailing of this Information Statement.
This Information Statement is being
furnished to you solely for the purpose of informing shareholders of the matters described herein in compliance with Regulation
14C of the Securities Exchange Act of 1934, as amended. The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held of record by such persons and
will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
|
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John P. Rochon
John P. Rochon
Chairman, Chief Executive Officer, and President
|
JRJR33, INC.
14902 Preston Road
Suite 404-418
Dallas, Texas 75254
INFORMATION STATEMENT
This information statement (“
Information
Statement
”) is being furnished to holders of record of the common stock, par value $0.0001 per share (the “
Common
Stock
”), at the close of business on October 9, 2018, of JRjr33, Inc., a Florida corporation (the “
Company
”),
with respect to certain corporate actions of the Company. This Information Statement is first being mailed or furnished to
the shareholders of the Company on or about [__________], 2018.
ABOUT THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
What is the purpose of this Information Statement?
This Information Statement is being provided
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), to notify
shareholders of the Company, as of the close of business on October 9, 2018, (the “
Record Date
”), of
the corporate actions expected to be taken pursuant to the written consent of a majority of the total voting power held by shareholders
of the Company. Holders of a majority of the total voting power of the Company’s Common Stock has approved an amendment
to the Company’s Articles of Incorporation (the “
Amendment
”) to effect the following:
|
1)
|
To decrease the total number of shares of the Corporation’s authorized capital stock from 250,500,000 to 2,505,000, and
to effect a 100:1 reverse stock split; and
|
|
2)
|
To change the name of the Corporation from “JRjr33, Inc.” to CVSL, Inc. (the “
Action
”).
|
In order to eliminate the costs and management
time involve in holding a special meeting, and in order to effect the Action as soon as possible, the Company decided to proceed
with the Action by obtaining the written consent of shareholders holding a majority of the voting power of the Company, in accordance
with Florida Law.
Who is entitled to notice?
All holders of shares of Common Stock of
record on the close of business on the Record Date are entitled to notice of the Action.
On what corporate matters did the majority shareholders vote?
The majority shareholders have voted for
the Action to approve the proposed Amendment.
What vote is required to approve the Action?
Under the Florida Business Corporation Act,
and in accordance with the Company’s Bylaws, any action requiring shareholder approval may be taken by obtaining the written
consent and approval of holders of voting stock of the Company having a majority of the total number of shares authorized to vote
on the matter, in lieu of a meeting of the shareholders. In order to amend the articles of incorporation of the Company,
the affirmative vote of holders of a majority of the Company’s Common Stock is required. On the Record Date, there
were 47,928,487 shares of our Common Stock issued and outstanding and entitled to notice of and to vote on all matters presented
to shareholders regarding the Action. On October 9, 2018, 30 shareholders of the Company holding a total of 24,170,539 shares of
Common stock voted in favor of the Action, which represents approximately 50.43% of the outstanding shares entitled to vote on
the Record Date. Because shareholders holding more than 50% of the total outstanding votes of the Company on the Record Date)
approved the Action, no action by the minority shareholders in connection with the Action is required.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain
information, as of the Record Date, with respect to the beneficial ownership of the outstanding common stock by (i) any holder
of more than five percent, (ii) each of the Company’s executive officers, directors and director designees, and (iii) the
Company’s executive officers, directors and director designees as a group, based on 47,928,487 shares of Common Stock issued
and outstanding on October 9, 2018. The address for each person and entity listed in this table shall be c/o JRjr33, Inc.,14902
Preston Road, Suite 404-418, Dallas, Texas 75254.
Name
|
Positions
|
Number of
Shares of
Common Stock
Beneficially Owned
|
Percentage
of
Beneficial
Ownership
|
John P. Rochon (1)(3)
|
Chief Executive Officer, President, and Chairman of the Board
|
11,715,000
|
24.44%
|
John P. Rochon, Jr. (2)(3)
|
Vice Chairman, Chief Financial Officer, Treasurer and Director
|
6,475,223
|
13.45%
|
John W. Bickel
|
Director
|
664,293
|
1.39%
|
Bernard Ivaldi
|
Director
|
710,690
|
1.48%
|
William H. Randall
|
Director
|
769,781
|
1.61%
|
All Directors & Officers as a Group
|
|
20,334,987
|
42.24%
|
|
|
|
|
5% Shareholders
|
|
|
|
Rochon Capital Partners, Ltd.
|
|
11,677,500
|
25.4%
|
Richmont Capital Partners V, LP
|
|
3,200,000
|
7.1%
|
|
|
|
|
|
(1)
|
Includes 37,500 shares of common
stock issued directly to John Rochon Management, Inc. (“JRMI”) and 11,677,500
shares issued to Rochon Capital Partners, Ltd. The limited partnership interests of Rochon
Capital are owned 79% by Mr. Rochon, 20% by his wife and 1% by the general partner, JRMI.
JRMI has control over the voting and disposition of the shares held by Rochon Capital,
and as the owner of all of the equity of JRMI, Mr. Rochon has control over the decision
making of JRMI. As such, Mr. Rochon may be considered to have control over the voting
and disposition of the shares registered in the name of Rochon Capital, and therefore,
such shares are also included in the shares listed as held by Mr. Rochon. Excludes an
additional 25,240,676 shares of common stock which may be issued in the future upon the
occurrence of certain stock acquisitions (the “Second Tranche Stock”) by
third parties or the announcement of certain tender or exchange offers of common stock,
pursuant to the Amended Share Exchange Agreement. In the event the Second Tranche Stock
is issued to Rochon Capital, Mr. Rochon’s beneficial ownership percentage would
increase to 60.7.%. The details of the Amended Share Exchange Agreement were disclosed
in the Company’s proxy statement on Schedule 14A filed on December 1, 2017 under
the section entitled “Certain Relationships and Related Party Transactions.”
|
|
(2)
|
Includes 881,760 shares held directly
by John Rochon, Jr. and 1,237,500 shares of common stock held by The William John Philip
Rochon 2010 Dynasty Trust, of which John Rochon, Jr. is the sole trustee. Includes 3,200,000
shares of common stock issued to Richmont Capital Partners V LP (“RCP V”),
which has Richmont Street, LLC as its Managing General Partner, an entity controlled
by John Rochon, Jr. Also includes 945,963 shares held by trusts for the benefit of John
Rochon, Jr.’s children, of which John Rochon, Jr. is the sole trustee. Include
options exercisable for 210,000 shares of common stock.
|
|
(3)
|
As previously disclosed in the
Schedule 13D filed on August 30, 2016, Mr. Rochon and Mr. Rochon, Jr. entered into a
voting agreement dated August 9, 2016 (the “
Voting Agreement
”), such
that Rochon Capital, Rochon Management, Mr. Rochon, Richmont Capital, Richmont Street
and Mr. Rochon, Jr. are deemed to be members of a group for voting purposes under the
Securities Exchange Act of 1934, as amended (the “
Exchange Act
”).
|
ACTION
AMENDMENT TO THE ARTICLES OF INCORPORATION
EFFECT A REVERSE STOCK SPLIT AND TO EFFECT A CORPORATE NAME CHANGE
On September 14, 2018, the Company’s
Board of Directors adopted a resolution declaring it advisable to amend the Company’s articles of incorporation to (1) effect
a 1:100 reverse stock split, (2) decrease the total number of shares of the Corporation’s authorized capital stock from 250,500,000
to 2,505,000, and (3) change the name of the Corporation from “JRjr33, Inc.” to “CVSL, Inc.” A copy
of the Articles of Amendment is attached as
Appendix A
hereto.
THE REVERSE STOCK SPLIT
The
Board of Directors of the Company unanimously approved a reverse stock split of all outstanding shares of the Company’s
Common Stock at an exchange ratio of one-for-one hundred (1:100), with any and all fractional shares to be redeemed for $0.01
per share. In addition, the Board recommended approval of the reverse stock split and determined that effecting such a reverse
split is in the best interests of the Company.
As a result of the one-for-one hundred reverse stock split,
each one hundred shares of outstanding Common Stock will be exchanged for one new share of common stock. Except for the elimination
of fractional shares as described above, each shareholder will hold the same percentage of outstanding Common Stock immediately
following the reverse stock split as such shareholder held immediately prior to the reverse stock split.
Reasons for The Reverse Stock Split.
The Company
has been unable to provide financial statements that have been audited or reviewed by its public auditing firm. Subsequently,
the Company has been unable to meet its quarterly and annual reporting obligations under the Securities Exchange Act of 1934
(the “
Exchange Act
”). As a result of its inability to provide periodic reports under the Exchange
Act, the Company was de-listed from its exchange, the NYSE American, effective as of April 2, 2018. Therefore, the Company
currently has the financial and operational burdens of its reporting obligations under the Exchange Act but with none of the
attendant benefits. In light of these circumstances, the Company is taking steps to suspend its Exchange Act reporting
obligations. In order to effect such a suspension, the Company must, among other requirements, have fewer than 500 holders of
record. However, the Company currently has in excess of the number of record holders to meet this requirement. The Company
currently has 259 record holders holding less than 100 shares of our Common Stock (the “
Odd-Lot
Holders
”). Those 259 Odd-Lot Holders represent a combined ownership of approximately 9,962 shares of our Common
representing approximately 0.02% of the issued and outstanding shares of our Common Stock. Therefore, the Board believes it
best to effect the reverse-stock split in order to cash out the Odd-Lot Holders, reduce the number of record holders to below
500, and continue to work towards suspending the Company’s Exchange Act Obligations, all in conformity with the rules
and the regulations of the Securities and Exchange Commission.
The reverse stock split will not effect a change in control
of the Company.
Effects of the Reverse Stock Split.
After the effective
date of the reverse stock split, each shareholder will own a reduced number of shares of the Common Stock. However, the reverse
stock split will affect all holders of our Common Stock uniformly and will not affect any shareholder's percentage ownership interests,
except to the extent that the reverse split results in any of the shareholders owning a fractional share as described above. Proportionate
voting rights will not change in a reverse stock split (other the elimination of the Odd-Lot Holders). For example, a holder of
2% of the voting power immediately prior to the reverse stock split would continue to hold 2% of the voting power immediately after
the reverse stock split. The number of shareholders of record will be reduced by the reverse stock split to achieve the goal of
having fewer than 500 record holders immediately after the Amendment goes into effect.
Effective Date.
The reverse split will become effective
at 5:00 p.m. Eastern Standard time on the day of the filing of the Amendment with the Secretary of State of the State of Florida,
which will occur approximately 20 days after this Information Statement is mailed to our shareholders of record on the Record Date.
Except as explained below with respect to fractional shares, on the effective date, shares of Common Stock issued and outstanding
immediately prior thereto will be combined and converted into new shares of Common stock in accordance with the reverse stock split
ratio and issued in the new corporate name.
Fractional Shares.
The Company will act as exchange agent for purposes of implementing the exchange of stock certificates. Such person is
referenced to as the "exchange agent." No fractional shares of common stock will be issued as a result of the
reverse stock split. Instead, shareholders who otherwise would be entitled to receive fractional shares, upon surrender to
the exchange agent of such certificates representing such fractional shares, will be entitled to receive an additional a
cash amount equal to $0.01 per pre-split share of Common Stock.
Exchange of Stock Certificates.
After the
effective date of the reverse stock split, holders of pre-reverse split common shares may, but are not required to, surrender
to the exchange agent certificates representing pre-reverse split shares in exchange for certificates representing
post-reverse split common shares. No new certificates will be issued to a shareholder until such shareholder has surrendered
such shareholder 's outstanding certificate(s). Shareholders should not destroy any stock certificate which after the
reverse stock split will represent that number of shares into which the shares represented by the old certificate have been
combined and converted. Certificates representing shares of common stock, pre-reverse stock split, that contain a restrictive
legend will be exchanged for common stock, post-reverse stock split, in the new corporate name with the same restrictive
legend. As applicable, the time period during which a shareholder has held the common stock, pre-reverse stock split, will be
included in the time period during which such shareholder actually holds the Common Stock, post-reverse stock split, received
for the purposes of determining the term of the restrictive period applicable to the Common Stock, post-reverse stock
split. Shareholders who wish to exchange their old certificates for new certificates will need to contact our transfer agent.
The Company is currently acting as its own transfer agent, and shareholders may contact the Company at 14902 Preston Road,
Suite 404-418, Dallas, Texas 75254, Telephone Number 214-935-9840. However, Broadridge and the Company are currently engaged in a payment
dispute. As a result, Broadridge has refused to either provide the Company with transfer agent services or to terminate its
contract with the Company. If the Company engages a new transfer agent, we will provide such updated disclosure in the form
of a Current Report on Form 8-K.
Accounting Consequences.
The par value per share of common
stock will remain unchanged at $0.0001 per share after the reverse stock split. As a result, on the effective date of the reverse
split, the stated capital on the Company's balance sheet attributable to the common stock will be reduced proportionally, based
on the one-to-one hundred exchange ratio of the reverse stock split, from its present amount, and 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 Common Stock outstanding. It is not anticipated that any other
accounting consequences would arise as a result of the reverse stock split or corporate name change.
THE REDUCTION IN AUTHORIZED SHARES OF CAPITAL STOCK
Purpose.
Currently, we are authorized to issue up to a total of 250,500,000
shares of stock, 2,500,000 of those being shares of Common Stock. The Board has approved an amendment to our Articles of Incorporation
to decrease the shares of our authorized stock to 2,505,000 (2,500,000 shares of which to be designated Common Stock). The purpose
of this amendment is to decrease the number of shares of authorized capital stock in proportion to the reduction to the shares
of Common Stock issued and outstanding after giving effect to the reverse stock split.
Effective Date.
The reduction in the number of authorized shared of the Company’s
capital stock will become effective at 5:00 p.m. Eastern Standard time on the day of the filing of the Amendment with the Secretary
of State of the State of Florida, which will occur approximately 20 days after this Information Statement is mailed to our shareholders
of record on the Record Date.
THE NAME CHANGE
Purpose.
The purpose of the name change is to better align the Company’s
name with its current business model and to rebrand the Company in anticipation of the completion of a Chapter 11 reorganization
under the United States Bankruptcy Code, which the Company initiated on June 23, 2018.
Effective Date
.
The change in the Company’s corporate name will become
effective at 5:00 p.m. Eastern Standard time on the day of the filing of the Amendment with the Secretary of State of the State
of Florida, which will occur approximately 20 days after this Information Statement is mailed to our shareholders of record on
the Record Date.
DISSENTER’S RIGHTS OF APPRAISAL
Under Florida law and the Company’s
articles of incorporation and bylaws, no shareholder has any right to dissent to the proposed Amendment.
NO MEETING OF SHAREHOLDERS REQUIRED
The Company is not soliciting any votes
with regard to the Action. The shareholders that have consented to the Action hold a majority of the total issued and outstanding
shares of voting capital stock and, accordingly, such shareholders have sufficient shares to approve the Action.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN
CONTROL PERSONS
For the fiscal year ending on December 31,
2017, there were no transactions with related persons required to be disclosed in this Information Statement other than items already
disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.
PROPOSALS BY SECURITY HOLDERS
No shareholder has requested the Company
to include any additional proposals in this Information Statement.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS
TO BE ACTED UPON
No officer, director or director nominee
of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer, director or director
nominee of the Company. No director of the Company has informed the Company that he intends to oppose the proposed actions
to be taken by the Company as set forth in this Information Statement.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of material U.S. federal income tax
considerations of the reverse stock split, the reduction in authorized capital, and the corporate name change. It addresses only
shareholders who hold the pre-reverse split shares and post-reverse split shares as capital assets. It does not purport to be complete
and does not address shareholders subject to special rules. It does not address tax considerations under state, local, foreign,
and other laws (including other U.S. federal tax laws). Furthermore, we have not obtained a ruling from the Internal Revenue Service
or an opinion of legal or tax counsel with respect to the consequences of the reverse stock split, change of domicile, or corporate
name change.
EACH SHAREHOLDER IS ADVISED TO CONSULT HIS OR HER TAX ADVISOR
AS TO HIS OR HER OWN SITUATION AND THE PARTICULAR FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX CONSEQUENCES OF THE REVERSE
STOCK SPLIT, REDUCTION IN AUTHORIZED CAPITAL, OR CORPORATE NAME CHANGE.
The reverse stock split is intended to constitute a reorganization
within the meaning of Section 368 of the Code and is not part of a plan to increase periodically a shareholder’s proportionate
interest in the assets or earnings and profits of the Company. Assuming the reverse split qualifies as a reorganization, a shareholder
generally will not recognize gain or loss on the reverse stock split. The aggregate tax basis of the post-reverse split shares
received will be equal to the aggregate tax basis of the pre-reverse split shares exchanged therefor, and the holding period of
the post-reverse split shares received will include the holding period of the pre-reverse split shares exchanged therefor. No gain
or loss will be recognized by us as a result of the reverse stock split, change of domicile or corporate name change.
The Company's opinion is not binding upon the Internal Revenue
Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts will accept the positions
expressed above.
COSTS OF THIS INFORMATION STATEMENT
The entire cost of furnishing this Information
Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other
like parties to forward this Information Statement to the beneficial owners of our Common Stock as of the Record Date.
ADDITIONAL INFORMATION
The Company has filed reports with the Securities
and Exchange Commission (the “SEC”); provided, however, that the Company’s annual and quarterly reports have
not been filed for any period subsequent to the year ended December 31, 2016. These reports have included annual and quarterly
reports, as well as other information the Company is required to file pursuant to securities laws. You may read and copy
materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC at http://www.sec.gov.
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 received contrary instructions from one or more of
the security holders. The Company shall deliver promptly, 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 document was delivered. A security holder
can notify the Company that the security holder wishes to receive a separate copy of the Information Statement by sending a written
request to the Company at 14902
Preston Road, Suite 404-418, Dallas, Texas 75254. A security holder may utilize the same address and telephone number to request either separate copies
or a single copy for a single address for all future information statements, proxy statements and annual reports.
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BY ORDER OF THE BOARD OF DIRECTORS
/s/ John P. Rochon
John P. Rochon
President
|
[__________], 2018
APPENDIX A
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
JRJR33, INC.
Pursuant to Section 607.1006 of the Florida Business Corporation
Act (“
FBCA
”), JRjr33, Inc. (the “
Corporation
”), a corporation organized and
existing under the laws of the State of Florida, hereby adopts the following amendment to its Articles of Incorporation (the “
Articles
of Amendment
”):
|
1.
|
The name of the Corporation is “JRjr33, Inc.” The original Articles of Incorporation were filed with the Secretary
of State of the State of Florida on June 15, 2011, Amended Articles of Incorporation were filed with the Secretary of State of
the State of Florida on August 9, 2011, Amended Articles of Incorporation were filed with the Secretary of State of the State of
Florida on April 12, 2013, Amended Articles of Incorporation were filed with the Secretary of State of the State of Florida on
May 30, 2013, and Amended Articles of Incorporation were filed with the Secretary of State of the State of Florida on March 11,
2016.
|
|
2.
|
The Board of Directors of the Corporation has duly adopted a resolution pursuant to the FBCA setting forth a proposed amendment
to the Articles of Incorporation of the Corporation (the “
Amendment
”) and declaring said Amendment to
be advisable. The Board of Directors set October 9, 2018, as the record date for shareholders holding shares of the Company’s
Common Stock to vote on the proposed Amendment.
|
|
3.
|
A majority of the holders of the Corporation’s common stock as of the record date, pursuant to Section 607.0704, executed
a Majority Written Consent dated October 9, 2018 and voted to approve and authorize the Amendment.
|
|
4.
|
Article I is hereby amended by deleting it in its entirety and replacing the paragraph with the following:
|
“The name of the corporation shall be: CVSL, Inc.
|
5.
|
Article IV is hereby amended by deleting it in its entirety and replaced by the following:
|
“
Authorized Shares
. The total number of shares
of all classes of capital stock which the Corporation is authorized to issue is 2,505,000 shares, consisting of 2,500,000 shares
of common stock, par value $0.0001 per share (the
“
Common Stock
”),
and 5,000 shares
of preferred stock, par value $0.001 per share (the
“Preferred Stock”
).
“Upon the effective time of the
Articles of Amendment to the Articles of Incorporation (the “
Effective Time
”), the shares of Common
Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the
treasury of the Corporation immediately prior to the Effective Time shall be reclassified into a smaller number of shares
such that every one hundred (100) shares of issued Common Stock immediately prior to the Effective Time are reclassified into
one (1) share of Common Stock. Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as
a result of the reclassification and any fraction of a share of Common Stock that would otherwise have resulted from
the foregoing stock split will be redeemed by the Company at [$0.01] per share outstanding prior to share
reclassification. Each stock certificate that, immediately prior to the Effective Time, represented shares of Common
Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time,
automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common
Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been
reclassified;
provided
,
however
, that each person of record holding a certificate that represented shares of
Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such
certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective
Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.
“Common Stock.
Each share of Common Stock shall
entitle the owner thereof to vote at the rate of one (1) vote for each share held. All persons who acquire shares of Common Stock
in the Corporation shall acquire such shares subject to the provisions of these Articles of Incorporation and the Bylaws of the
Corporation.
“
Preferred Stock
. Our Board of Directors of the
Corporation shall have authority to prescribe and issue the Preferred Stock in one or more series and to prescribe the number of
shares constituting and the designation of each such series of Preferred Stock and the rights, voting powers, designations, preferences,
privileges, limitations, dividend rights, dividend rates, conversion rights, terms of redemption (including sinking fund provisions),
redemption prices, and liquidation preferences; provided, however that, if more than one series of Preferred Stock is issued, the
Board of Directors shall, by resolution, prescribe a distinguishing designation for each such series; and provided, further, that
the rights prescribed by the Board of Directors with respect to voting powers, designations, preferences, limitations, restrictions,
relative rights, and distinguishing designations must be described in a resolution of the Board of Directors prior to the issuance
of such shares and a certificate describing such rights must be filed in accordance with Florida law.”
|
4.
|
The Effective Time of these Articles of Amendment shall be [•], 2018, at 9:00 A.M. Eastern Time.
|