We are furnishing
this notice and the accompanying information statement (the “Information Statement”) to the holders of shares of common
stock, par value $0.01 per share (“Common Stock”), of American Housing Income Trust, Inc., a Maryland corporation (the
“Company”) pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the action described below (the “Actions”)
taken by written consent of the holders of a majority of the issued and outstanding shares of Common Stock:
The purpose
of this Information Statement is to notify our shareholders that on April 11, 2017 the owners of approximately 50.6% of our issued
and outstanding shares of Common Stock voted for the Actions in lieu of a meeting, as allowed for under our Articles and Bylaws
of the Company, as amended (the “Bylaws”), affirming the predetermined actions detailed herein as consented to by
former IX Biotechnology, Inc. shareholders (“IXB Shareholders”) prior to the Company’s execution of the Stock
Exchange Agreement with IX Biotechnologies, Inc. In accordance with Rule 14c-2 promulgated under the Exchange Act, the Actions
will become effective no sooner than 20 days after we mail this notice and the accompanying Information Statement to our shareholders.
The written
consent that we received confirming the predetermined action by the IXB Shareholders constitutes the only shareholder approval
required for the Actions under Maryland and Wyoming law and, as a result, no further action by any other shareholder is required
to approve the Actions and we have not and will not be soliciting your approval of the Actions.
This notice
and the accompanying Information Statement are being mailed to our shareholders on or about May __, 2017.
This notice
and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance with
Rule 14c-2 promulgated under the Exchange Act.
ITEM 1. INFORMATION REQUIRED BY SCHEDULE 14A
GENERAL
This Information
Statement is being furnished to the holders of shares of common stock, par value $0.01 per share (“Common Stock” or
the “Company’s Common Stock”) of American Housing Income Trust, Inc. in connection with the action by written
consent of the holders of a majority of our issued and outstanding shares of Common Stock taken without a meeting to approve the
Actions, as defined above and as described in this Information Statement. In this Information Statement, all references to “the
Company,” “we,” “us” or “our” refer to American Housing Income Trust, Inc. We are mailing
this Information Statement to our shareholders of record on or about April 20, 2017.
Pursuant to Rule
14c-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), the Actions will not become effective until 20 calendar days following the date on
which this Information Statement is first mailed to our shareholders.
The Company
is paying the entire cost of furnishing this Information Statement. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Company’s
Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection
therewith.
Action by Majority Shareholders
On March 27,
2017, the Board of Directors, upon receipt of voting statements, confirming the predetermined action consented to by the IXB Shareholders,
constituting a majority of the shares of Common Stock, consented to the implementation of those actions set forth in the Board
of Directors’ Consent Resolution and Plan of Conversion (hereinafter, the “Plan of Conversion”). The Plan of
Conversion was adopted pursuant to the Maryland General Corporation Law (“MGCL”), and more specifically, Section 3-902
et seq. therein, (b) the Wyoming Business Corporation Act (the “WBCA”), and more specifically, Section 17-26-101 therein
of the Wyoming Business Corporation Act.
The actions consented
to were as follows (the “Actions”):
|
|
·
|
Action
No. 1:
The Company’s amendment to its Articles of Incorporation, as amended (the “Articles”),
changing its name from “American Housing Income Trust, Inc.” to “Corix Bioscience, Inc.” and ratifying
the organization of the Real Estate Committee as a committee to the Board of Directors;
|
|
|
|
|
|
|
·
|
Action No. 2:
Following the amendment to its Articles, the Company implementation of the Plan of Conversion resulting in the Company being converted from a Maryland to a Wyoming corporation.
|
As of the close
of business on April 20, 2017, we had 19,739,929 shares of Common Stock outstanding of the Company. Each share of outstanding Common
Stock is entitled to one vote.
On April 11,
2017, pursuant the Maryland Act and as provided by the Articles and the Company’s Bylaws, as amended (the “Bylaws”),
we received written consents approving the Actions from shareholders holding an aggregate of 10,000,000 shares of Common Stock
representing 50.6% of our outstanding shares of Common Stock (the “Majority Shareholders”). The Majority Shareholders
were previously IXB Shareholders, who collectively received 10,000,000 shares of the Company’s Common Stock as a result
of the Stock Exchange Agreement entered into between the Company and IX Biotechnologies. The consents received, and attached as
Exhibit E to the Plan of Conversion, memorialized the predetermined action approved of by the IXB Shareholders to initiate and
approve the Plan of Conversion. Thus, your consent is not required and is not being solicited in connection with the approval
of the Action.
CHANGES TO THE ARTICLES OF INCORPORATION
Overview
Pursuant to Article
II, Section 10 of the Bylaws of the Company and Article VIII of the Articles of Incorporation for the company, the Majority Shareholders
approved the recommendation of the Board of Directors to change the name of the Company from American Housing Income Trust, Inc.,
to Corix Bioscience, Inc. Written consents from the Majority Shareholders were received by the Company on April 11, 2017. As of
the date of this filing, the Company has 19,739,929 shares of Common Stock issued and outstanding. The Company’s name change
is memorialized in the Amended and Restated Articles of Incorporation, attached as Exhibit A to the Plan of Conversion.
The Company intends
on filing a Corporate Action with the Financial Industry Regulatory Authority (“FINRA”) to have the Company’s
trading symbol changes on the OTC Marketplace to an appropriate symbol reflecting the new corporate name after the “Plan
of Conversion,” as outlined above, is completed.
Additionally, the
Articles will be amended to adopt and formalize the implementation of the Real Estate Committee, which will manage all aspects
of the Company’s real estate holdings moving forward. The Real Estate Committee will be managed independently from the Board
of Directors and is presently made up of three Directors. The Company views the implementation of the Real Estate Committee as
important to the organizational structure of the Company. It allows the Board of Directors to move forward with new business proposals,
while allowing the real property holdings of the Company to be managed independently in a manner consistent with its prior management.
Stockholders are
urged to read the Plan of Conversion, as it is a legal documents that outlines amendments to the Articles and other actions that
will be taken by the Company.
Reasons for the Changes to the Articles
After its recent
acquisition of IX Biotechnology, Inc., a Wyoming corporation (“IXB”), the Company developed a plan to enter a new
market beyond the scope of residential housing acquisition and management. The Company developing and distributing canabidiol
(“CBD”) oil. Accordingly, the Board of Directors believes that the Company’s name change to Corix Bioscience,
Inc., will better reflect the diversification of the Company’s holdings and the Company’s overall business after it
enters this new market. Further, the formation of the Real Estate Committee allows for the real property assets of the Company
to be managed by an independent committee, while the Board of Directors can separately oversee the Company’s entrance into
new markets. The name change was conditional upon the Company’s acquisition of IXB, as the IXB Shareholders—currently
the Majority Shareholders—had predetermined that the Company’s name would be changed once the acquisition of IXB was
complete. The voting statements memorialize this approval.
Effect of the Changes to the Articles
The Company’s
name change will become effective upon filing the amended Articles with the Maryland Secretary of State, which we anticipate will
occur approximately 20 days after this Information Statement has been distributed to the Company's stockholders. If the name change
is effectuated as planned, the Company will explore changing its trading symbol from “AHIT” to a symbol that reflects
the Company’s new name. The Real Estate Committee has already been formed, pursuant to Article III, Section 12 of the Articles,
as amended. The formation of the Real Estate Committee will be memorialized in the amended Articles upon the filing of the same.
THE CONVERSION TO A WYOMING
CORPORATION
Overview
In or about March
of 2017, the Board of Directors of the Company recommended to the Majority Shareholders that the Company enter into the Plan of
Conversion, converting the Company from a Maryland corporation to a Wyoming corporation. Written consents from the Majority Shareholders
were received by the Company on April 11, 2017 approving the Plan of Conversion. As of the date of this filing, the Company has
19,739,929 shares of Common Stock issued and outstanding.
The Board of Directors
of the Company will implement the Plan of Conversion pursuant to (a) the 2015 Maryland Code Corporations and Associations (the
“Maryland Act”), and more specifically, Section 3-902 et seq. therein, (b) the Wyoming Business Corporation Act (the
“Wyoming Act”), and more specifically, Section 17-26-101 therein of the Wyoming Business Corporation Act, (c) Section
5.6 of the Company’s Articles of Incorporation, as amended, (d) Article III of the Copmany’s Bylaws, as amended, and
(e) any other corporate governance documents.
Under Maryland law,
a domestic entity may convert into a foreign entity if the provisions of the Maryland Act are followed. Under Maryland law, the
conversion is proper if, in this case, Wyoming permits the conversion and the Maryland entity complies with that law in effecting
the conversion; and, in this case, the Company, complies with the following pertinent provisions:
(a)
Md.
Code Ann., Corps. & Ass’ns §3-901
. This statute governs our authority for conversion.
(b)
Md. Code
Ann., Corps. & Ass’ns §3-902
. This statute governs the approval and adoption of our Board of Directors’
recommendation for the Plan of Conversion by the majority shareholders in writing in lieu of a meeting.
(c)
Md.
Code Ann., Corps. & Ass’ns §3-903
. This statute outlines our filing requirements with Maryland’s Departments
of Assessments and Taxation, Charter Division (hereinafter, the “Maryland Department”).
(d)
Md.
Code Ann., Corps. & Ass’ns §3-903
. This statute identifies the form we are required to file with the Maryland
Department.
(e)
Md.
Code Ann., Corps. & Ass’ns §3-901
. This statute provides the effective date and time of the conversion.
(f)
Md.
Code Ann., Corps. & Ass’ns §3-904(5)
. This statute provides that the fair market appraisal rights apply to conversations.
(g)
Md.
Code Ann., Corps. & Ass’ns §3-202
. This statute provides the exceptions to right of shareholders to receive
fair market appraisal rights.
The conversion,
as described in the Plan of Conversion, meet the requirements under Maryland law, as well as Wyoming law. To effectuate the conversion,
Articles of Conversion must be filed with the state of Maryland, and Articles of Continuance must be filed with the State of Wyoming.
These steps will be taken after the Company files amended Articles changing its name, as described above. The Articles of Continuance
and Articles of Conversion are attached as Exhibits C and D to the Plan of Conversion, respectively.
Reasons for the Conversion
The Company intends
on entering new markets as a result of acquiring IXB. Specifically, it intends on developing and distributing CBD oil. The Company
believes that Wyoming is a preferable location for these activities, as the Company and its IXB affiliates are familiar with Wyoming,
lease property in Wyoming, and intend on conducting activity in Wyoming in the future.
Effect of the Conversion
The conversion from
a Maryland corporation to a Wyoming corporation will be effective as of the filing of the Articles of Continuance in the state
of Wyoming and Articles of Conversion in the state of Maryland, which we anticipate will occur after the aforementioned amendments
are made to the Articles (see above), which will occur more than twenty days after the publication of this Information Statement.
Additionally,
the rights of the Company’s shareholders may be impacted as a result of the conversion. These changes are described in detail
below.
Shareholder Rights under Wyoming
Law as Compared to Maryland Law and Appraisal Rights
Amendments to
Governing Documents
Under the Wyoming Business Corporation
Act (“WBCA”), amendments to the articles of incorporation of a Wyoming corporation must first be adopted by the board
of directors, and then submitted to the shareholders for approval along with the board’s recommendation. Unless the articles
of incorporation state otherwise, the amendment must be approved at a meeting at which a quorum exists. The corporation must notify
each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the amendment is to be submitted for
approval. Amendments to bylaws follow this similar path, unless the corporation has only one class of share outstanding, in which
case the board of directors can amend the corporation’s bylaws without shareholder approval.
This is substantially similar to
the powers allotted to the board of directors and shareholders under the Maryland General Corporation Law (“MGCL”).
A Maryland corporation may also provide in its charter that the board of directors, with the approval of a majority of the entire
board, and without action by the shareholders, may approve amendments to the charter to increase or decrease the aggregate number
of shares of stock that the corporation is authorized to issue or the number of shares of stock of any class or series that the
corporation is authorized to issue. Under the MGCL, an amendment to the bylaws of a corporation requires the approval of the shareholders,
unless the charter or bylaws vest the power to amend the bylaws in the board of directors.
Shareholder
Action by Written Consent
The WBCA generally provides that,
as long as it is evidenced by one (1) or more written consents bearing the date of signature and describing the action taken,
signed by the holders of the requisite number of shares entitled to vote on the action, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records, common shareholder action may be taken by consent in lieu of a meeting. Further,
under the WBCA, if allowed by the articles of incorporation, the aforesaid consent in lieu of meeting may take place without notice
to shareholders.
The MGCL generally provides that,
unless the charter of the corporation authorizes common shareholder action by less than unanimous consent, common shareholder
action may be taken by consent in lieu of a meeting only if it is given by all common shareholders entitled to vote on the matter.
Special Shareholder
Meetings
Wyoming law permits special meetings
of shareholders to be called by the Board of Directors or by the shareholders, if the holders of at least ten percent (10%) of
all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver
to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
Under the MGCL, the board of directors,
the president and any other person specified in the charter or bylaws may call a special meeting. Further, a special meeting may
generally be called if the secretary of the corporation receives written requests from twenty-five percent (25%) or more of shareholders
entitled to vote.
Restrictions on Ownership and Transfer
of Stock
Under both Wyoming and Maryland
law, the articles of incorporation, bylaws, an agreement among shareholders, or an agreement among shareholders and the corporation
may impose restrictions on the transfer or registration of transfer of shares of a corporation. Shares are also restricted under
applicable federal and state laws.
Appraisal Rights
The WBCA allows for appraisal rights
of shareholders under a variety of different situations, including, but not limited to, mergers involving the subsidiary of the
corporation or where a shareholder vote is required, where shares of stock will be exchanged, certain amendments to the articles
of incorporation that affect classes of stock, the conversion of a corporation into an unincorporated entity or nonprofit, and
as provided in the articles of incorporation. Notably, the articles of incorporation do not include other instances where shareholders
may exercise appraisal rights.
Maryland law allows for similar
appraisal rights. However, the MGCL contained a carve-out provision that allowed corporations to exclude appraisal rights in the
articles of incorporation. As a result, once the Plan of Conversion is complete, there are certain instances where shareholders
will be able to exercise appraisal rights, where they were unable to do so in the past. For information regarding when a shareholder
may be able to exercise shareholder rights, please refer to W.S. 17-16-1302.
Shareholder Rights under Governing
Documents
Shareholder rights under the Articles
have not changed as a result of the Company’s implementation of the Plan of Conversion.
DISSENTERS’ RIGHT OF APPRAISAL
With respect to
the conversion of the Company from a Maryland to a Wyoming corporation under the Plan of Conversion, the dissenter’s rights
provisions under the Maryland Act are not applicable to the Actions as a result of the exclusion under the Articles. More specifically,
§3-904(5) of the Maryland Act provides that the fair market appraisal rights shall apply
to corporate conversions. §3-202 of the Maryland Act provides that there are limited enumerated exceptions to the right for
shareholders to receive fair market appraisal rights. One such exception to the right to receive fair market appraisal value applies
when the corporate charter, i.e. in our case, the Articles, explicitly excludes its shareholders from this right. The Board of
Directors has concluded that this exception applies to the Actions by virtue of Section 5.4 of the Articles. The Articles provide
that, “…holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided
for under Title 3, Subsection 2, of the MGCL [i.e. § 3-202 and fair market appraisal rights].” Accordingly, our conversion
to a Wyoming corporation would not trigger the right for its shareholders to receive fair market appraisal value for their shares
under §3-202 of the Maryland Act.