UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
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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BERGIO
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
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No
fee required
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Fee
paid previously with preliminary materials
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Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A
(17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act
Rules 14c-5(g) and 0-11.
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WE
ARE NOT ASKING FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND A PROXY
THE
TRANSACTION DISCUSSED IN THIS INFORMATION STATEMENT
IS
BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY
BERGIO INTERNATIONAL, INC.
12
Daniel Road E,
Fairfield, New Jersey 07007
INFORMATION STATEMENT
Notice
of Action Taken Without a Shareholders Meeting
General Information
This
Information Statement has been filed with the Securities and
Exchange Commission and is being furnished, pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), to the holders (the “Stockholders”) of record as
of the close of business on October 20, 2022 (the “Record Date”),
of the common stock, par value $0.00001 per share (the “Common
Stock”), of Bergio International, Inc., a Wyoming corporation
(“Bergio International, Inc.” or the “Company”), to notify such
Stockholders that on October 20, 2022, the Company received written
consents in lieu of a meeting of Stockholders from holders of
approximately 75% of the total issued and outstanding shares of
voting securities of the Company and written consents in lieu of a
meeting of our Company’s Board of Directors (the “Board”) approving
such actions as are necessary for the Company to proceed to, and
the Company accordingly intends to, effectuate a one-for-five
hundred (1:500) reverse stock split of our issued and outstanding
shares of Common Stock (the “Reverse Stock Split”).
Pursuant to
Rule 14c-2 under the Exchange Act, the corporate actions described
in this Notice can be taken no sooner than 20 calendar days after
the accompanying Information Statement is first sent or given to
the Company’s stockholders.
This
Information Statement shall be also considered the notice to
Stockholders as required under Section 17-16-704(e) of the Wyoming
Business Corporation Act.
Please
review the Information Statement included with this Notice for a
more complete description of this matter. This Information
Statement is being sent to you for informational purposes only.
There is no
need for a meeting of stockholders to approve this action under
Section 17-16-704(b) of the Wyoming Business Corporation Act as
well as other applicable law and Article VII of our Amended and
Restated Articles of Incorporation. These provide 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, may be
substituted for such a meeting. In order to eliminate the costs
involved in holding a special meeting of our stockholders, our
Board of Directors voted to utilize the written consent of the
holders of a majority in interest of our voting securities. This
Information Statement is accordingly circulated to advise the
shareholders of action already approved by written consent of the
shareholders who collectively hold a majority of the voting power
of our capital stock.
Important Notice Regarding the Availability of Information
Statement Materials in Connection with this Notice of Written
Consent: We will furnish a copy of this Information Statement,
without charge, to any shareholder upon written request to the
following address: 12 Daniel Road E, Fairfield, New Jersey
07007.
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By
Order of the Board of Directors,
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February 10, 2023
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/s/ Berge Abajian
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Berge Abajian
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Chief Executive Officer
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BERGIO INTERNATIONAL, INC.
12
Daniel Road E,
Fairfield, New Jersey 07007
INFORMATION
STATEMENT
Notice of Action Taken Without a Shareholders Meeting
This
Information Statement is being provided to you by the
Board
of Directors of Bergio International, Inc.
WE
ARE NOT ASKING FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND A PROXY
This
Information Statement and the Notice of Action Taken Without a
Shareholders’ Meeting (jointly, the “Information Statement”) is
furnished by the Board of Directors (the “Board”) of Bergio
International, Inc. (“we,” “us,” or “our”), a Wyoming corporation,
to the holders of our common stock, par value $0.00001 per share
(the “Common Stock”) as of October 20, 2022 (the “Record Date”), to
provide information with respect to action taken by the written
consent of the shareholder who holds a majority in interest of our
Common Stock (the “Majority Stockholder”). In order to eliminate
the costs involved in holding a special meeting of our
stockholders, the Board voted to utilize the written consent of the
Majority Stockholder. This Information Statement is accordingly
circulated to advise the shareholders of action already approved by
written consent of the Majority Stockholder.
On October
20, 2022, our Board, acting pursuant to authority granted by
Section 17-16-821 of the Wyoming Business Corporation Act as well
as other applicable laws, Article VII of the Amended and Restated
Articles of Incorporation of the Company and Article III, Section
7, of the Bylaws of the Company, and separately our Majority
Stockholder, who holds 75% of our outstanding Votes (as defined
below) as of the date of the action, which is the Record Date
according to Section 17-16-704(c) of the Wyoming Business
Corporation Act, acting pursuant to authority granted by Section
17-16-704(b) of the Wyoming Business Corporation Act as well as
other applicable law and Article VII of our Amended and Restated
Articles of Incorporation, signed written consents approving the
Company’s action to effectuate a one-for-five hundred (1:500)
reverse stock split of our issued and outstanding shares of Common
Stock (the “Reverse Stock Split”). Accordingly, the Reverse Stock
Split has been approved, and neither a meeting of our shareholders
nor additional written consents are necessary in connection with
such action.
Currently,
we have authorized 15,000,000,000 shares of our Common Stock and
5,479,194,234 shares of Common Stock issued and outstanding.
Following the Reverse Stock Split, we will still have
15,000,000,000 shares of common stock authorized, but we will only
have 10,958,388 shares of our Common Stock issued and
outstanding.
The
proposed reverse split is not intended to take the Company private.
The proposed Reverse Stock Split, when effective, will not change
our authorized shares of Common Stock or par value. Except for any
changes as a result of the treatment of fractional shares, each
Stockholder who owns 100 or more shares should hold the same
percentage of common stock outstanding immediately following the
reverse stock split as the Stockholder did immediately prior to the
Reverse Stock Split.
THE REVERSE STOCK SPLIT
We will
effect a one-for-five hundred (1:500) reverse split of our issued
Common Stock. As of the date of this Information Statement, the
Company had 5,479,194,234 shares of Common Stock issued and
outstanding. The effect of the Reverse Stock Split is that each 500
shares of our Common Stock outstanding immediately prior to the
date (the “Effective Date”) on which the Reverse Stock Split takes
effect (the "Old Shares") will be automatically converted into one
(1) share of our Common Stock (the "New Shares"), reducing the
number of outstanding shares of our Common Stock to approximately
10,958,388 shares, subject to rounding. Fractional shares will be
rounded up.
The
Effective Date for the Reverse Stock Split is anticipated to occur
in February of 2023 and is currently still under FINRA review.
Our Common
Stock will be quoted on the OTC Markets at the post Reverse Stock
Split price after the Effective Date. The trading symbol will not
change for our Common Stock in post-split trading. The New Shares
will be fully
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paid
and non-assessable. The New Shares will have the same voting rights
and rights to dividends and distributions and will be identical in
all other respects to the Old Shares.
The
Reverse Stock Split will have the following effects upon our Common
Stock:
1.The
number of shares owned by each holder of Common Stock will be
reduced one hundred-fold;
2.The
number of shares of our Common Stock which will be issued and
outstanding after the Reverse Stock Split will be reduced from
5,479,194,234 shares of our Common Stock to approximately
10,958,388 shares, subject to rounding.
3.The
per share loss and net book value of our Common Stock will be
increased because there will be a lesser number of shares of our
Common Stock outstanding;
4.The
stated capital on our balance sheet attributable to the Common
Stock will be decreased 500 times its present amount and the
additional paid-in capital account will be credited with the amount
by which the stated capital is decreased; and
5.The
total number of Stockholders will not change.
Reasons for and Possible Consequences of 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 for our
shareholders 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 stockholders 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 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 effect
of the Reverse Stock Split upon the market price for the Company's
Common Stock cannot be predicted with certainty, and the history of
similar stock split combinations for companies in like
circumstances is varied. There can be no assurance that the market
price per share of the Company's Common Stock after the Reverse
Stock Split will rise in proportion to the reduction in the number
of shares of Common Stock outstanding as a consequence of the
Reverse Stock Split. The market price of the Company's Common Stock
may also be based on its performance and other factors, some of
which may be unrelated to the number of shares outstanding. If the
market price of the Company's Common Stock declines after the
Reverse Stock Split, the percentage decline as an absolute number
and as a percentage of the Company's overall capitalization may be
greater than would occur in the absence of a Reverse Stock
Split.
Anti-Takeover Effects
The Reverse
Stock Split of our Common Stock, after being effectuated, will have
the effect of decreasing the number of authorized and issued Common
Stock while leaving unchanged the number of authorized shares of
Common Stock. We will continue to have 15,000,000,000 authorized
shares of our Common Stock after the Reverse Stock Split. However,
while the total number of authorized shares will not change, after
the Effective Date of the Reverse Stock Split, the number of
authorized but unissued shares of Common Stock effectively will be
increased significantly by the Reverse Stock Split, because the
5,479,194,234 shares outstanding prior to the Reverse Stock Split,
approximately 36.5% of the 15,000,000,000 authorized shares, will
be reduced to approximately 10,958,388 shares, or 0.00073% of the
15,000,000,000 authorized shares.
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In the
future, if additional authorized shares of Common Stock are issued,
it may have the effect of diluting the earnings per share and book
value per share, as well as the stock ownership and voting rights,
of the currently outstanding shares of Common Stock. Further,
management might use the additional shares to resist or frustrate a
third-party transaction by, for example, diluting the stock
ownership of persons seeking to obtain control of the Company.
Actions Authorized by a Voting Majority But Not Yet
Effective
On October
20, 2022, we authorized by written consent of the Board of
Directors and the Majority Stockholder the proposed one-for-five
hundred (1:500) reverse split of our issued Common Stock.
This action
shall be effective after at least 20 days after the distribution of
this Information Statement to our shareholders. The Reverse Stock
Split will become effective following approval by FINRA, and
through the filing of a certificate of amendment to our Amended and
Restated Certificate of Incorporation with the office of the
Secretary of State of the State of Wyoming. Immediately prior to
the Effective Date, the Old Shares will be converted into the New
Shares, automatically and without any action on the part of the
stockholders, and in accordance with the Reverse Stock Split ratio
determined by the Board within the limits set forth in this
action.
Voting Securities; Board and Consenting Shareholders
As of the
Record Date, our authorized capitalization consisted of
15,000,000,000 shares of Common Stock, of which 5,479,194,234
shares of Common Stock are issued and outstanding. Accordingly, the
following “Votes” are outstanding:
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Votes attributed to Common Stock:
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5,479,194,234
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Total Votes:
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5,479,194,234
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On October
20, 2022, our Board, acting pursuant to authority granted by
Section 17-16-821 of the Wyoming Business Corporation Act as well
as other applicable law, Article VII of the Amended and Restated
Articles of Incorporation of the Company and Article III, Section
7, of the Bylaws of the Company, signed written consents approving
the Company’s action to effectuate the Reverse Stock Split. Section
17-16-704(b) of the Wyoming Business Corporation Act provides that
if a company’s articles of incorporation so authorizes, the written
consent of the holders of the issued and 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, may be utilized in order to authorize or take such
action in lieu of a meeting. To eliminate the costs and management
time involved in obtaining proxies and in order to effect the above
action as early as possible to accomplish the purposes herein
described, the Board elected to seek the written consent of the
Majority Stockholder to reduce the costs and implement the Reverse
Stock Split in a timely manner.
At the
Record Date, we had 5,479,194,234 Votes outstanding. On the Record
Date, Berge Abajian who collectively holds 75% of our outstanding
Votes by virtue of his ownership of 75 shares of our Series A
Preferred Stock, consented in writing to the Reverse Stock Split by
casting a Vote equivalent to 4,109,395,676 shares of our Common
Stock:
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Shareholder
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Votes
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Percentage
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Berge Abajian, CEO and Director
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4,109,395,676
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75
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%
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Total
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4,109,395,676
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75
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%
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QUESTIONS AND ANSWERS ABOUT THE REVERSE STOCK SPLIT
Q. Why did I receive this Information Statement?
A.
Applicable laws require us to provide you information regarding the
Reverse Stock Split even though your vote is neither required nor
requested in order for the Reverse Stock Split to become
effective.
Q. Why am I not being asked to vote on the Reverse Stock
Split?
A.
The holders of shares comprising a majority of the issued and
outstanding shares of voting capital stock have already approved
the Reverse Stock Split pursuant to a written consent in lieu of a
meeting of the consenting stockholders. Such approval, together
with the approval of the Company’s Board, is sufficient under
Wyoming law, and no further approval by our stockholders is
required.
Q. What do I need to do now?
A
Nothing. This Information Statement is purely for your information
and does not require or request you to do anything.
Q. How may I communicate with the Board?
A:
You may send correspondence to Bergio International, Inc., 12
Daniel Road E, Fairfield NJ 07007.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Pre-Split
The
following table sets forth certain information with respect to the
beneficial ownership of our Common Stock as of October 20, 2022
(pre-Reverse Stock Split) for (a) our executive officers, (b) each
of our directors and director nominees, (c) all of our current
directors and executive officers as a group and (d) each
shareholder known by us to own beneficially more than 5% of our
Common Stock. Beneficial ownership is determined in accordance with
the rules of the SEC and includes voting or investment power with
respect to the securities. We deem shares of common stock that may
be acquired by an individual or group within 60 days of October 20,
2022, pursuant to the exercise of options to be outstanding for the
purpose of computing the percentage ownership of such individual or
group, but those shares are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person
shown in the table. Except as indicated in footnotes to this table,
we believe that the shareholders named in this table have sole
voting and investment power with respect to all shares of common
stock shown to be beneficially owned by them based on information
provided to us by these shareholders. Percentage of ownership is
based on 5,479,194,234 shares of common stock outstanding on
October 20, 2022.
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Executive Officers and Directors
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Number
of
Shares
Beneficially
Owned
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Beneficial
Ownership
Percentage
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Berge Abajian, CEO and Director(1)
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4,109,395,676
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75
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%
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All Executive Officers and Directors as a Group (1 person)
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4,109,395,675
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75
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%
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(1)Our
CEO and Director, Berge Abajian, owns 7 shares of Common Stock, and
75 shares of the Company’s Series A Preferred Stock. Each
share of Series A Preferred Stock gives the holder thereof voting
power equivalent to 1% of the total issued and outstanding shares
of our Common Stock. As the holder of 75 shares of Series A
Preferred Stock, Berge Abajian has the voting power equivalent to
75% of the issued and outstanding shares of our Common Stock, which
equates to the power to vote the equivalent of 4,109,395,675 shares
of Common Stock, based on the 5,479,194,234 issued and outstanding
Common shares on October 20, 2022.
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OTHER INFORMATION
Following
the Effective Date, the share certificates representing the Old
Shares will continue to be valid. In the future, new share
certificates will be issued reflecting the effect of the Reverse
Stock Split, but this in no way will effect the validity of your
current share certificates. The Reverse Stock Split will occur on
the Effective Date without any further action on the part of our
shareholders. After the Effective Date, each share certificate
representing Old Shares will be deemed to represent 1/500th share
of our common stock. Certificates representing New Shares will be
issued in due course as Old Share certificates are tendered for
exchange or transfer to our transfer agent, Empire Stock Transfer,
Inc. We request that shareholders do not send in any of their stock
certificates at this time.
As
applicable, new share certificates evidencing New Shares that are
issued in exchange for Old Shares representing restricted shares
will contain the same restrictive legend as on the old certificates
if the restriction period has not expired. Also, for purposes of
determining the term of the restrictive period applicable to the
New Shares, the time period during which a shareholder has held
their existing pre-split shares will be included in the total
holding period.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file
annual, quarterly and current reports, information proxy statements
and other information with the U.S. Securities and Exchange
Commission (“SEC”). For more detailed information about the
Company, including financial statements, you may refer to our
recent Form 10-Q for the quarter ended June 30, 2022, filed with
the Securities and Exchange Commission on August 9, 2022. This and
other information may be found at the SEC’s EDGAR database at
www.sec.gov.
Upon
written request, we will furnish without charge to record and
beneficial holders of our common stock a copy of any and all of the
documents referred to in this Information Statement. These
documents will be provided by first class mail. Please make your
request to the address or phone number set forth herein.
Only one
information statement is being delivered to stockholders sharing an
address unless contrary instructions have been received from one or
more of those stockholders. We will promptly deliver separate
copies to a household of any stockholder who did not receive an
individual copy and who requests a copy.
FORWARD-LOOKING STATEMENTS
This
Information Statement may contain certain “forward-looking”
statements (as that term is defined in the Private Securities
Litigation Reform Act of 1995 or by the SEC in its rules,
regulations, and releases) representing our expectations or beliefs
regarding us. These forward-looking statements include, but are not
limited to, statements concerning our operations, economic
performance, financial condition, and prospects and opportunities.
For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words
such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” “might,” or “continue” or the negative or
other variations thereof or comparable terminology are intended to
identify forward-looking statements. These statements, by their
nature, involve substantial risks and uncertainties, certain of
which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including
factors discussed in this and other of our filings with the
SEC.
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CONTACT INFORMATION
All
inquiries regarding us should be addressed to our principal
executive offices:
BERGIO INTERNATIONAL, INC.
12
Daniel Road E
Fairfield, New Jersey 07007
888-798-9100
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By
Order of the Board of Directors,
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February 10, 2023
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/s/ Berge Abajian
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Berge Abajian
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Chief Executive Officer
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