3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
PRINCIPAL SHAREHOLDERS
The following table lists, as of January 4, 2017, the shareholdings of (i)
each person owning beneficially 5% or more of the Company's common stock (ii)
each officer and director of the Company and (iii) all officers and directors as
a group. Unless otherwise indicated, each owner has sole voting and investment
powers over his shares of common stock.
2
Name and Address Number of Shares Percent of Class
---------------- ---------------- ----------------
Robert E. Yates 4,211,333 (1) 5.99%
11580 Quivas Way
Westminster, CO 80234
Parley Sheya 613,333 (1) 0.82%
11678 N Huron St
Northglenn, CO 80234
All executive officers and
directors as a group (2 persons) 4,824,666 6.9%
|
(1) Does not include common stock issuable upon the exercise of the stock
options, warrants and preferred stock listed below.
Shares issuable upon
exercise of Exercise
Name Options/Warrants (2) Price Expiration Date
---- -------------------- ---------- ---------------
Robert Yates 2,500,000 $0.10 December 31, 2020
Parley Sheya 2,500,000 $0.10 December 31, 2020
Parley Sheya 33,333 $0.45 March 5, 2017
|
The following table lists, as of January 4, 2017, the shareholdings of
each person owning the Company's Series A preferred stock. Unless otherwise
indicated, each owner has sole voting and investment power over his shares of
preferred stock.
Name and Address Number of Shares (1) Percent of Class
---------------- ---------------- ----------------
Robert E. Yates 100,000 100%
11580 Quivas Way
Westminster, CO 80234
|
(1) Each Series A preferred share is convertible into one tenth of a share of
the Company's common stock. Each Series A preferred share is entitled to
1,000 votes at the special shareholders` meeting.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION SUCH THAT THE COMPANY
WOULD BE AUTHORIZED TO ISSUE UP TO 500,000,000 SHARES OF COMMON STOCK.
The Company is presently authorized to issue 100,000,000 shares of common
stock. As of January 4, 2017, the Company had 70,929,980 outstanding shares of
common stock. In addition, the Company has options and warrants outstanding
which allow holders to purchase up to 14,440,560 shares of common stock.
3
In the past, and due to its history of losses, the Company has relied upon
the proceeds from the private sales of its securities to meet its funding
requirements.
The Company needs to increase the number of its authorized shares of
common stock to allow the Company to raise additional capital through the sale
of common stock or securities convertible into common stock.
Although the Company may be required to fund its operations through the
sale of its securities until significant revenues are generated from its
operations, as of July 7, 2016 the Company did not have any definitive
agreements, plans, proposals, or arrangements, or written otherwise, to issue
shares of its common stock.
The Company is authorized to issue 1,000,000 shares of preferred stock.
The amendment to increase the authorized shares of common stock would not affect
the number of preferred shares the Company is authorized to issue.
A copy of the proposed amendment to the Company's Articles of
Incorporation is attached.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
The Company's Board of Directors does not intend to present and does not
have reason to believe that others will present any other items of business at
the special meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
Please complete, sign and return the attached proxy promptly.
4
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708 Website: www.nvsos.gov
CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390)
Certificate of Amendment to Articles of Incorporation.
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)
1. Name of Corporation:
The Pulse Beverage Corporation
2. The articles have been amended as follows (provide article numbers, if
available):
Article 3. Shares: Number of shares with par value: 501,000,000
The aggregate number of shares that the Corporation will have authority to
issue is 501,000,000 of which 500,000,000 shares will be common stock
("Common Stock"), with a par value of $0.00001 per share, and 1,000,000
shares will be preferred stock, with a par value of $0.001 per share
("Preferred Stock"), such Preferred Stock to have such designations,
rights, qualifications, preferences, limitations, and terms of the shares
of any series of Preferred Stock as the Board of Directors may determine
from time to time.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:
4. Effective date of filing (optional): Date: ___________ Time: ____________
5. Signature (required)
Signature of Officer
THE PULSE BEVERAGE CORPORATION PROXY
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of The Pulse Beverage Corporation acknowledges
receipt of the Notice of the Special Meeting of Stockholders to be held at 11678
N. Huron Street, Northglenn, CO 80234, on January 23, 2017, at 10:00 A.M.,
and hereby appoints Robert Yates and Parley Sheya with the power of
substitution, as Attorneys and Proxies to vote all the shares of the undersigned
at said special meeting of stockholders and at all adjournments thereof, hereby
ratifying and confirming all that said Attorneys and Proxies may do or cause to
be done by virtue hereof. The above named Attorneys and Proxies are instructed
to vote all of the undersigned's shares as follows:
The Board of Directors recommends a vote FOR Proposal 1.
(1) to approve an amendment to the Company's Articles of Incorporation such
that the Company would be authorized to issue up to 500,000,000 shares of
common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEM 1.
Dated this ____ day of ___________ , 2017.
(Signature)
(Print Name)
Please sign your name exactly as it appears on your stock certificate.
If shares are held jointly, each holder should sign.
Executors, trustees, and other fiduciaries
should so indicate when signing.
Please Sign, Date and Return this Proxy so that your
shares may be voted at the meeting.
Send the proxy statement by regular mail, email, or fax to:
THE PULSE BEVERAGE CORPORATION
11678 N. Huron Street
Northglenn, CO 80234
(720) 382-5476
THE PULSE BEVERAGE CORPORATION
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on January 23, 2017.
1. This notice is not a form for voting.
2. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting.
3. The Notice of the Special Meeting of Shareholders and the related
Proxy Statement is available at www.pulsebeverage.com
4. If you want to receive a paper or email copy of these documents, you
must request one. There is no charge to you for requesting a copy.
Please make your request for a copy as instructed below on or before
January 17, 2017 to facilitate timely delivery.
A special meeting of the Company's shareholders will be held at the
Company's office at 11678 N. Huron Street Northglenn, CO 80234 on January 23,
2017, at 10:00 A.M., for the following purposes:
(1) to approve an Amendment to the Company's Articles of Incorporation such
that the Company would be authorized to issue up to 500,000,000 shares of common
stock.
to transact such other business as may properly come before the meeting.
The Board of Directors recommends that shareholders vote FOR the proposal
listed on the Notice of Special Meeting of Shareholders.
January 4, 2017 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders may cast one
vote for each share held.
Shareholders may access the following documents at www.pulsebeverage.com:
o Notice of the Special Meeting of Shareholders
o Company's Proxy Statement;
o Proxy Card
Shareholders may request a paper copy of the Proxy Materials and Proxy
Card by calling Cindy Stacy, by emailing the Company at cstacy@pulsebeverage.com
or by visiting www.pulsebeverage.com and indicating your desire for a paper copy
of the proxy materials and proxy card:
o for this meeting only, or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if you have a
proxy from a shareholder of record on January 4, 2017, you can, if desired,
attend the special meeting and vote in person.
Shareholders can obtain directions to the Special Meeting at
www.pulsebeverage.com.
Please visit www.pulsebeverage.com to print and fill out the Proxy Card.
Complete and sign the proxy card and mail the Proxy Card to:
THE PULSE BEVERAGE CORPORATION
11678 N. Huron Street
Northglenn, CO 80234
(720) 382-5476