SCHEDULE
14C DEFINITIVE INFORMATION STATEMENT
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:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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Definitive
Information Statement
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Definitive
Additional Materials
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☐
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Soliciting
Material Under §240.14(a)(12)
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REMSLEEP HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
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of Filing Fee (Check the appropriate box):
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No fee
required.
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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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Aggregate number
of securities to which transaction applies:
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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 the transaction:
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5)
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Total fee paid:
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Fee
paid previously with preliminary materials.
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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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1)
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Amount Previously
Paid:
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2)
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Form, Schedule or
Registration Statement No.:
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3)
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Filing Party:
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Date Filed:
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REMSLEEP
HOLDINGS, INC.
2202
N. West Shore Blvd, Suite 200
Tampa,
FL 33607
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Regulation 14C
of
the Securities Exchange Act of 1934 as amended
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
RemSleep
Holdings, Inc. is referred to herein as the “Company,” “we, “our” or “us.”
This
Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being furnished,
pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders
(the “Stockholders”) of common stock, par value $0.001 per share (the “Common Stock”), of
RemSleep Holdings, Inc. a Nevada Corporation (the “Company”), to notify such Stockholders that on November
24, 2020, the Company received written consent from the holders of 58.43% of the voting power of our outstanding voting capital
stock (the “Majority Stockholders”), approving of the following corporate action (the “Corporate Action”):
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●
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To
amend to the Company’s Articles of Incorporation to increase the number of authorized
shares of Common Stock from 1 billion (1,000,000,000) to 3 billion (3,000,000,000) (the
“Amendment”).
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On
November 24, 2020, our Board of Directors unanimously approved the Corporate Action, subject to Stockholder approval. The Majority
Stockholders approved the Corporate Action by written consent in lieu of a meeting on November 24, 2020. Accordingly, your consent
is not required and is not being solicited in connection with the approval of the Amendment. Our Board is not soliciting your
proxy or consent in connection with the Amendment. You are urged to read this Information Statement carefully and in its entirety
for a description of the corporate action taken by the Majority Stockholders. Stockholders who were not afforded an opportunity
to consent or otherwise vote with respect to the Corporate Actions taken have no right under Nevada corporate law or the Articles
or Bylaws to dissent or require a vote of all Stockholders.
The
Corporate Action will not become effective before a date which is twenty (20) calendar days after a definitive Information Statement
is first provided to Stockholders. The Information Statement will be provided to our Stockholders of record upon the filing of
the Definitive Information Statement on or about December 4, 2020. The Information Statement is being provided to Stockholders
of record as of November 24, 2020 (the “Record Date”). The entire cost of furnishing this Information Statement
will be borne by the Company. We anticipate that the Amendment will be effective on or about December 24, 2020.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS
DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE
MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION
14C.
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BY
ORDER OF THE BOARD OF DIRECTORS,
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Date:
December 4, 2020
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By:
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/s/
Thomas Wood
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Name:
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Thomas
Wood
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Title:
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Chief
Executive Officer
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AMENDMENT
TO THE ARTICLES OF INCORPORATION
TO
INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM
1 BILLION TO 3 BILLION
Our
Board of Directors and the Majority Stockholders have approved to amend our Articles of Incorporation to increase the number of
our authorized shares of Common Stock from 1 billion (1,000,000,000) to 3 billion (3,000,000,000). We will file a Certificate
of Amendment with the Secretary State of Nevada to effect the increase in our authorized shares of Common Stock and the Amendment
will be effective approximately (but not less than) 20 days after the definitive information statement is mailed to stockholders.
We anticipate that the Amendment will be effective on or about [December 24, 2020]. The form of Certificate of Amendment to be
filed with the Secretary of State of the State of Nevada is set forth as Appendix A to this Information Statement.
Outstanding
Shares and Purpose of the Amendment
Our
Articles of Incorporation currently authorize us to issue a maximum of 1 billion (1,000,000,000) shares of Common Stock, par value
$0.001 per share. As of November 24, 2020, we had 308,304,891 shares of Common Stock issued and outstanding.
Our
Board believes that the increase in our authorized Common Stock will provide the Company greater flexibility with respect to the
Company’s capital structure for purposes including additional equity financings and stock based acquisitions. However, the
effect of the Amendment upon the market price for our Common Stock cannot be predicted. There can be no assurance that the market
price per share of our Common Stock after the Amendment will rise or fall. The market price of our Common Stock may also be based
on our performance and other factors, some of which may be unrelated to the number of shares authorized.
The
Amendment will not affect the par value of our Common Stock. As a result, on the effective date of the Authorized Shares, the
stated capital on our balance sheet attributable to our Common Stock will remain the same. The per share net income or loss and
net book value of our Common Stock will remain the same.
Effects
of the Increase in Authorized Common Stock
The
additional shares of Common Stock will have the same rights as the presently authorized shares, including the right to cast one
vote per share of Common Stock. Although the authorization of additional shares will not, in itself, have any effect on the rights
of any holder of our Common Stock, the future issuance of additional shares of Common Stock (other than by way of a stock split
or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and
book value per share of existing stockholders.
At
present, the Board has no plans to issue the additional shares of Common Stock authorized by the Amendment. However, it is possible
that some of these additional shares could be used in the future for various other purposes without further stockholder approval,
except as such approval may be required in particular cases by our charter documents, applicable law or the rules of any stock
exchange or other quotation system on which our securities may then be listed. These purposes may include: raising capital, providing
equity incentives to employees, officers or directors, establishing strategic relationships with other companies, and expanding
the Company’s business or product lines through the acquisition of other businesses or products.
We
could also use the additional shares of Common Stock that will become available pursuant to the Amendment to oppose a hostile
takeover attempt or to delay or prevent changes in control or management of the Company. Although the Board’s approval of
the Amendment was not prompted by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts
directed at the Company), nevertheless, stockholders should be aware that the Amendment could facilitate future efforts by us
to deter or prevent changes in control of the Company, including transactions in which Stockholders of the Company might otherwise
receive a premium for their shares over then current market prices.
BENEFICIAL
OWNERSHIP OF SECURITIES AND SECURITY OWNERSHIP OF MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially based on
308,304,891 issued and outstanding shares of Common Stock as of November 24, 2020 by: (i) each of our directors; (ii) each of
our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares
of Common Stock.
Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
Other than as described in the notes to the table, we believe that all persons named in the table have sole voting and investment
power with respect to shares beneficially owned by them. All share ownership figures include shares issuable upon exercise of
options or warrants exercisable within 60 days of November 24, 2020, which are deemed outstanding and beneficially owned by such
person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of
any other person. Unless otherwise indicated below, beneficial ownership is calculated based on the 308,304,891 shares of Common
Stock, 5,000,000 shares of Series A Preferred Stock and 500,000 shares of Series B Preferred Stock issued and outstanding as of
the date hereof.
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Common Stock
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Series A
Preferred Stock
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Series B
Preferred Stock
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Total Votes (1)
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Name and Address (2)
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Number
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Percent of
Class
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Number
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Percent of
Class
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Number
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Percent of
Class
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Votes
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Percent of
Votes
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Directors and Named Executive Officers:
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Thomas Wood
-Chief Executive Officer and Director
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25,969,494
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8.42
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%
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2,500,000
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50
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%
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250,000
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50
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%
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138,469,494
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32.96
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%
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Russell Bird
-Chairman of the Board
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26,129,494
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8.50
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%
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2,500,000
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50
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%
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250,000
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50
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%
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113,719,494
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25.24
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%
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John B. Lane
-Chief Operating Officer
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1,000,000
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0.32
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%
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--
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--
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--
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--
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1,000,000
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0.23
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%
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All Officers and Directors as a Group (3 Persons)
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53,188,988
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17.25
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%
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5,000,000
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100
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%
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500,000
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100
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%
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253,188,988
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58.43
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%
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5% or Greater Beneficial Owners
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None
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--
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--
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--
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--
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--
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--
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--
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--
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(1)
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Based on an aggregated of 253,188,988 votes, consisting of 308,304,891
votes for our Common Stock, 125,000,000 votes for our 5,000,000 shares of Series A Preferred Stock, and 50,000,000 votes for our
Series B Preferred Stock outstanding as of the Record Date. Each shares of Common Stock is entitled to one vote on the Corporate
Action. Each share of Series A Preferred Stock and Series B Preferred Stock is entitled to 25 and 100 votes, respectively, per
share, and vote together with the shares of Common Stock, as a group unless otherwise required by law.
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(2)
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Unless otherwise indicated, the address for each beneficial owner
is c/o RemSleep Holdings, Inc., 2202 N. West Shore Blvd, Suite 200, Tampa, FL 33607.
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DESCRIPTION
OF SECURITIES
General
The authorized capital stock of our Company
consists of 505,000,000 shares of capital stock, consisting of 1,000,000 shares of Common Stock and 5,000,000 shares of preferred
stock, 5,000,000 of which have been designated Series A Preferred Stock, 5,000,000 of which have been designated as Series B Preferred
Stock and 5,000,000 have been designated as Series C Preferred Stock. As of the Record Date, there were 308,304,891 shares of Common
Stock, 5,000,000 shares of Series A Preferred Stock and 500,000 shares of Series B Preferred Stock and Series C Preferred Stock
issued and outstanding.
Common
Stock
Holders
of Common Stock are entitled to one vote for each share on all matters submitted to a shareholder vote. Holders of Common Stock
do not have cumulative voting rights. Therefore, holders of a majority of the shares of Common Stock voting for the election of
directors can elect all of the directors. Holders of Common Stock representing a majority of the voting power of our capital stock
issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting
of our shareholders. A vote by the holders of a majority of the outstanding shares is required to effectuate certain fundamental
corporate changes, such as liquidation, merger or an amendment to the Articles of Incorporation. Holders of Common Stock are entitled
to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event
of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that
remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock.
Holders of the Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable
to the Common Stock.
Series
A Preferred Stock
The
Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share value with 1:25
voting rights. The Series A Preferred Stock ranks equal to the Common Stock on liquidation, pays no dividend and is convertible
to Common Stock for one share of common for one share of Series A Preferred Stock at any time from and after the date the Company’s
net income exceeds $1,000,000. Except as provided by law or by other provisions of our Articles of Incorporation, holders of Series
A Preferred shall vote together with holders of our Common Stock as a single class.
Series
B Preferred Stock
The
Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share
of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of Common Stock. No dividends will be
paid and in the event of liquidation all shares of Series B Preferred Stock will automatically convert into Common Stock. There
are no shares of Series B Preferred Stock issued and outstanding. Except as provided by law or by other provisions of our Articles
of Incorporation, holders of Series B Preferred Stock shall vote together with holders of our Common Stock as a single class.
Series
C Preferred Stock
The Company is currently authorized to
issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share value. Each share of Series C Preferred Stock has
a 1:50 voting right and is convertible into 50 shares of Common Stock. No dividends will be paid and in the event of liquidation
all shares of Series C will automatically convert into Common Stock. There are no shares of Series C Preferred Stock issued and
outstanding. Except as provided by law or by other provisions of our Articles of Incorporation, holders of Series C Preferred
Stock shall vote together with holders of our Common Stock as a single class.
DISSENTER’S
RIGHTS
Under
the Nevada Revised Statutes, holders of shares of Common Stock are not entitled to dissenters’ rights with respect to any
aspect of the Amendment, and we will not independently provide holders with any such right.
INTEREST
OF CERTAIN PERSONS IN THE AMENDMENT
No
director, executive officer, associate of any director or executive officer or any other person has any substantial interest,
direct or indirect, by security holdings or otherwise, in the Amendment which is not shared by all other holders of the shares
of Common Stock.
AVAILABLE
INFORMATION
We
are subject to the information and reporting requirements of the Exchange Act and in accordance with such Act we file periodic
reports, documents and other information with the Securities and Exchange Commission relating to our business, financial statements
and other matters. Such reports and other information may be inspected and are available for copying at the public reference facilities
of the Securities and Exchange Commission at 100 F Street, N.E., Washington D.C. 20549 or may be accessed free of charge at www.sec.gov.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES
ONLY.
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BY
ORDER OF THE BOARD OF DIRECTORS,
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Date:
December 4, 2020
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By:
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/s/
Thomas Wood
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Name:
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Thomas
Wood
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Title:
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Chief
Executive Officer
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Appendix
A
AMENDMENT
TO ARTICLES OF INCORPORATION
OF
REMSLEEP HOLDINGS, INC.
Pursuant
to the provisions of Chapter 78 of the Nevada Revised Statutes (the “Nevada Corporations Act”), the undersigned
corporation adopts the following Amendment to Articles of Incorporation.
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1.
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NAME
OF CORPORATION. The name of the corporation is RemSleep Holdings, Inc. (the “Corporation”).
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2.
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AMENDMENT
TO ARTICLES OF INCORPORATION. The amendment adopted by the Corporation is set out in full as follows:
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The Articles of Incorporation are amended by the
addition of the article stated in its entirety below and identified or referenced as follows:
Article
Four. The authorized common stock, par value $0.001 per share, of the Corporation is hereby increased from 1 billion (1,000,000,000)
to 3 billion (3,000,000,000) shares.
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3.
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STOCKHOLDER
APPROVAL. This Certificate of Amendment to the Articles of Incorporation has been approved by the Stockholders holding 58.43%
of the voting power of the outstanding voting capital stock of the Corporation pursuant to the Nevada Corporations Act.
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4.
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EFFECTIVE
DATE OF FILING. This Certificate of Amendment to the Articles of Incorporation shall be effective on December 24, 2020.
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IN
TESTIMONY HEREOF, the undersigned has executed this Certificate of Amendment to the Articles of Incorporation as of December
4, 2020.
Date:
December 4, 2020
/s/
Thomas Wood
Name:
Thomas Wood
Title:
Chief Executive Officer
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