UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
☐ Preliminary
Information Statement
☐
Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
☑
Definitive Information Statement
Ozop
Surgical Corp.
(Name
of Registrant As Specified In Charter)
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of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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☐
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Fee
paid previously with preliminary materials.
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☐
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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.
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Form,
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Ozop
Surgical Corp.
319
Clematis Street
Suite
714
West
Palm Beach, FL 33401
January
6, 2020
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Shareholder:
This
notice and the accompanying Information Statement are being distributed to the holders of record (the “Shareholders”)
of the voting capital stock of Ozop Surgical Corp., a Nevada corporation (the “Company”), as of the close of
business on December 26, 2019 (the “Record Date”), in accordance with Rule 14c-2 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the notice requirements of Chapter 78 of the Nevada Revised
Statutes (the “NRS”). The purpose of this notice and the accompanying Information Statement is to notify the
Shareholders of actions approved by our Board of Directors (the “Board”) and taken by written consent in lieu
of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of the Record Date (the “Written
Consent”).
The
Written Consent approved the following action:
•
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Effecting
a one-for-one thousand (1:1,000) reverse stock split of the Company’s issued and outstanding shares of common stock,
without reducing the number of authorized shares of common stock (the “Reverse Stock Split”).
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The
Written Consent is the only shareholder approval required to affect the Reverse Stock Split under the NRS, our Articles of Incorporation,
as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your
consent or proxy in connection with the Reverse Stock Split. The Reverse
Stock Split will not become effective until at least 20 calendar
days after the accompanying Information Statement is first mailed or otherwise
delivered to the Shareholders. We expect to mail the accompanying Information Statement to the Shareholders on or about January
6, 2020.
Important
Notice Regarding the Availability of Information Statement Materials in Connection with this Schedule 14C: We will furnish
a copy of this Notice and Information Statement, without charge, to any shareholder upon written request to the address set forth
above, Attention: Corporate Secretary.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Sincerely,
/s/ Michael D. Chermak
Michael D. Chermak
Chairman
& Chief Executive Officer
Ozop
Surgical Corp.
319
Clematis Street
Suite
714
West
Palm Beach, FL 33401
(866)
286-1055
______________
Information
Statement
WE
ARE NOT ASKING
YOU FOR A
PROXY, AND YOU ARE REQUESTED
NOT TO SEND
A PROXY.
INTRODUCTION
This
Information Statement advises the shareholders of Ozop Surgical Corp. (the “Company,” “we,”
“our” or “us”) of the approval of the following
action (the “Reverse Stock Split”):
•
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Perform
a one-for-one thousand (1:1,000) reverse stock split of the Company’s issued and
outstanding shares of common stock, without reducing the number of authorized shares of common stock (the “Reverse Stock
Split”).
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On
December 26, 2019, (the “Record Date”), our Board of Directors (the “Board”) approved the
Reverse Stock Split and submitted the same to certain holders of our Series C Preferred Stock. On the same date, the holder of
a majority of the voting power of the outstanding capital stock of the Company (the “Majority Stockholder”)
executed and delivered to us a written consent in lieu of a meeting (the “Written Consent”) approving the Reverse
Stock Split.
Section
320 of Chapter 78 of the Nevada Revised Statutes
(the “NRS”) provides that the written
consent of the holders of outstanding
shares of voting capital stock having not less
than the minimum number of votes which would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of
conducting a special stockholders’ meeting convened for the specific purpose of such action. The NRS, however, require that
in the event an action is approved by written consent, a company must provide notice of the taking of any corporate action without
a meeting to all shareholders who were entitled to vote upon the action but who have not consented to the action. Under Nevada
law, shareholders of the Company (the “Stockholders”) are not entitled
to dissenters’ rights with respect to the Reverse Stock Split.
In
accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about January
6, 2020. This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and
the Majority Stockholder, which hold a majority of the voting capital stock of the
Company.
Common
& Preferred Stock
As
of December 26, 2019, there were 192,573,422 shares of common stock considered issued and outstanding (with the holder of each
share having one vote), and 50,000 shares of Series C Preferred Stock considered issued and
outstanding (with the holder of each share
having 10,000 votes). Pursuant to the NRS, at least
a majority of the voting equity of
the Company, or at least 346,286,712 votes
(out of 692,573,422 total votes comprised of 192,573,422 common stock votes and 500,000,000 Series C Preferred Stock votes), is
required to approve the Reverse Stock Split by written consent. The Majority Stockholder, who holds 5,359,223 shares of common
stock and 50,000 shares of Series C Preferred Stock (approximately 73% of the total voting equity of the Company), has voted in
favor of the Reverse Stock Split, thereby satisfying the requirement under Section 7-107-104 of the NRS that at least a majority
of the voting equity vote in favor of a corporate action by written consent.
The
following table sets forth the name of the Majority Stockholder, the number of shares of common stock and Series C Preferred Stock
held by the Majority Stockholder, the total number of votes that the Majority Stockholder voted in favor of the Reverse Stock
Split, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
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Percentage of
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Number of
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Number of
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Number of
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Number of Votes that
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the Voting
Equity
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Name of Majority Stockholder
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Shares of Common Stock held
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Series C Preferred Stock held
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Votes held by such Stockholder
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Voted
in favor of the Actions
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that Voted in
favor of the
Action (1)
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Michael D. Chermak
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5,359,223
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50,000
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505,359,223
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505,359,223
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72.97
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%
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Total
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5,359,223
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50,000
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504,359,223
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505,359,223
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72.97
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%
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(1)
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Based
on 192,573,422 shares of common stock and 50,000 shares of supervoting Series C Preferred
Stock issued and outstanding as of December 26, 2019.
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ACTIONS
TO BE TAKEN
The
Reverse Stock Split will become effective on the date
that we file a Certificate of Amendment
to the Company’s Articles of Incorporation,
as amended, (the “Amendment”), with the State of Nevada effecting
the Reverse Stock Split. We intend to file the Amendment with the State of Nevada promptly after the twentieth (20th)
day following the date on which this Information Statement is mailed to the
Stockholders .
REVERSE
STOCK SPLIT
The
Board has approved a reverse stock split of all the outstanding shares of the Company’s common stock at an exchange ratio
of 1 post-split share for 1,000 pre-split shares (1:1,000) (the “Reverse Stock Split”), and an amendment to
the Company’s Articles of Incorporation to effect such Reverse Stock Split. As part of the Reverse Stock Split, the Board
will not reduce its authorized common or preferred stock. As stated above, the holders of shares representing a majority of the
voting securities of the Company have given their written consent to the Reverse Stock Split.
The
number of shares of common stock issued and outstanding immediately prior thereto will be reduced from approximately 192,573,422
shares (assuming this number of shares outstanding as of December 26, 2019, are outstanding immediately prior thereto) to
approximately 192,574 shares of common stock (1:1,000 reverse stock split ratio) and (ii) proportionate adjustments will be made
to the per-share exercise price and the number of shares covered by outstanding options and warrants, if any, to buy common stock,
so that the total prices required to be paid to fully exercise each option and warrant before and after the Reverse Stock Split
will be approximately equal. Except for adjustments that may result from the treatment of fractional shares, which will be rounded
up to the nearest whole number, each shareholder will beneficially hold the same percentage of common stock immediately following
the Reverse Stock Split as such shareholder held immediately prior to the Reverse Stock Split.
As
part of the Reverse Stock Split, the number of authorized shares of common will not be reduced. The Reverse Stock Split will have
the result of creating newly authorized shares of common stock. This increase in the authorized number of shares of common stock
and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company
without further action by the stockholders. Shares of authorized and unissued common stock could (within the limits imposed by
applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the
Company more difficult, and therefore less likely. Management use of additional shares to resist or frustrate a third-party transaction
favored by a majority of the independent stockholders would likely result in an above-market premium being paid in that transaction.
Any such issuance of the additional shares of common stock would likely have the effect of diluting the earnings per share and
book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership
or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of
the Company and has not presented this proposal with the intention that the Reverse Stock Split be used as a type of antitakeover
device. Any additional common stock when issued, would have the same rights and preferences as the shares of common stock presently
outstanding. Any additional common stock so authorized will be available for issuance by the Board for stock splits or stock dividends,
acquisitions, raising additional capital, conversion of Company debt into equity, stock options, or other corporate purposes.
The Company has no other plans for the use of any additional shares of common stock. The Company does not anticipate that it would
seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.
The
following table summarizes the effects of the Reverse Stock Split upon the Company’s outstanding common stock, assuming
that (i) there are 192,573,422 shares of common stock outstanding immediately prior to the Reverse Stock Split, and (iii)
our authorized common stock is not reduced.
Reverse
Stock Split Ratio
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Type
of Stock
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Number
of Shares
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Pre-Split
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Common
Stock
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Authorized
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4,9900,000,000
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Issued
and Outstanding
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192,573,422
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Authorized
but Unissued
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4,707,426,578
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Post-Split
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Common
Stock
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Authorized
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4,990,000,000
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Issued
and Outstanding
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192,574
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Authorized
but Unissued
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4,989,807,426
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Reasons
for the Reverse Stock Split
The
Board believes that the increased market price of the common stock expected as a result of implementing the Reverse Stock Split
will improve the marketability and liquidity of the common stock and will encourage interest and trading in the common stock.
Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have
internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual
brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the
processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions
on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the
current average price per share of the common stock can result in individual shareholders paying transaction costs representing
a higher percentage of their total share value than would be the case if the share price were substantially higher. It should
be noted that the liquidity of the common stock may be adversely affected by the Reverse Stock Split given the reduced number
of shares that would be outstanding after the Reverse Stock Split. The Board anticipates, however, that the expected higher market
price will reduce, to some extent, the negative effects on the liquidity and marketability of the common stock inherent in some
of the policies and practices of institutional investors and brokerage houses described above.
The
Board confirms this transaction will not be the first step in a series of plans or proposals of a “going private transaction”
within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended.
Based
upon the foregoing factors, the Board has determined that the Reverse Stock Split is in the best interests of the Company and
its shareholders.
Effects
of the Reverse Stock Split
Upon
the effectiveness of the Reverse Stock Split, each common shareholder will beneficially own a reduced number of shares of common
stock. The Reverse Stock Split will affect all of the Company’s common shareholders uniformly and will not affect any common
shareholder’s percentage ownership interests, except to the extent that the Reverse Stock Split results in any of the shareholders
owning a fractional share as described herein. The number of shareholders of record will also not be affected by the Reverse Stock
Split.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our common stock and preferred stock as of
December 26, 2019, of (i) each person known to us to beneficially own more than 5% of any class of our securities, (ii) our directors,
(iii) each named executive officer, and (iv) all directors and named executive officers as a group. As of December 26, 2019, there
were a total of 192,573,422 shares of common stock considered issued and outstanding, and 50,000 shares of Series C Preferred
Stock considered issued and outstanding. Each share of common stock has one vote; and each share of Series C Preferred Stock
has the equivalent of 10,000 votes of common stock. The column titled “Percent of Class” shows the percentage of the
class of voting stock beneficially owned by each identified party.
The
number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which
a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right
to acquire within sixty (60) days of December 26, 2019, through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named in the table below has sole voting power and investment
power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that
person or entity, and the address of each of the stockholders listed below, unless otherwise specified is in care of the Company
at 319 Clematis Street, Suite 714, West Palm Beach, FL 33401.
Title
Of Class
|
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Name
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Number
of Shares Beneficially
Owned
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Percent
of Class
(1)
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Officers & Directors:
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Common Stock
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Michael Chermak, Chief Executive Officer and Director
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5,359,223
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2.78
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%
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Common Stock
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Barry Hollander(2),
Chief Financial Officer
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1,000,000
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0.52
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%
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Common Stock
|
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All directors and executive officers as a group (2 persons)
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6,359,223
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3.30
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%
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5% Stockholders:
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Common Stock
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Eric Siu(3)
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10,854,987
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5.64
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%
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Series C Preferred Stock
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Michael Cermak, Chief Executive Officer and Director
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50,000
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100
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%
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Series C Preferred Stock
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All directors and executive officers as a group (1)
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50,000
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100
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%
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(1)
Percentages for the common stock are based on 192,573,422 shares of the Company’s Common Stock issued and outstanding as
of December 26, 2019. Percentages for the Series C Preferred Stock are based on 50,000 shares of Series C Preferred Stock issued
and outstanding as of December 26, 2019.
(2)
Mr. Hollander’s shares are held in the name of Venture Equity, LLC, which is owned and controlled by Mr. Hollander.
(3)
Mr. Eric Siu was formerly a member of the Company’s Board of Directors, until his resignation from same on March 5, 2019,
and his address is Room 4b Kingswell Comm Tower, 171-173 Lockhart Road, Wan Chai, Hong Kong.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of
the Securities Exchange Act of 1934, as
amended, and in accordance therewith, file reports,
information statements and other information, including annual and quarterly
reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the “SEC”).
Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained
by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written
request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In
addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and
other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and
Retrieval System.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2018;
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(2)
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Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019;
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(3)
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Quarterly
Report on Form 10-Q for the quarter ended June 30, 2019; and
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(4)
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Quarterly
Report on Form 10-Q for the quarter ended September 30, 2019.
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You
may request a copy of these filings, at no cost, by writing Ozop Surgical Corp., 319 Clematis Street, Suite 714, West Palm Beach,
FL 33401, or telephoning the Company at (866) 286-1055. Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in
any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous
statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified
or superseded.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested,
we will send only one Information Statement
and other corporate mailings to stockholders
who share a single address
unless we received
contrary instructions from any stockholder
at that address. This practice, known
as “householding,” is designed
to reduce our printing
and postage costs. However, the
Company will deliver
promptly upon written or
oral request a separate
copy of the
Information Statement to a stockholder
at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request
by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company
should direct the additional copy of the Information Statement, to the Company at 319 Clematis Street, Suite 714, West Palm Beach,
FL, 33401, or telephoning the Company at (866) 286-1055.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies
of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
This
Information Statement is provided to the holders of common stock of the Company only for information purposes in connection with
the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By
Order of the Board of Directors
/s/
Michael D. Chermak
Michael
D. Chermak
Chairman
& Chief Executive Officer
Dated:
January 6, 2020
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