THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF DIGITALTOWN, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
DIGITALTOWN,
INC.
477
Peace Portal Drive, Suite 506
Blaine,
Washington 98230
(425)
577-7766
INFORMATION
STATEMENT
(Definitive)
January
27, 2020
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being sent,
pursuant to Section 14C of the Exchange Act, to the holders of record as of December 12, 2019 (the “Record Date”)
of common stock, par value $0.01 per share (the “Common Stock”), of DigitalTown, Inc., a Minnesota corporation
(the “Company,” “we,” “our” or “us”), to notify the
holders of our Common Stock of the following:
On
December 12, 2019, the Company received a written consent in lieu of a meeting in accordance with the Minnesota Revised Statutes
by the holders of 51.1% of the voting power of the Common Stock authorizing the following action:
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Approval
to adopt and file an amendment to our Articles of Incorporation, as amended (the “Articles of Incorporation”),
to effect a reverse stock split at a ratio of up to and including 1 for 2,000 (the “Reverse Stock Split” or the
“Action”), in the Form of Certificate of Amendment to the Articles of Incorporation of DigitalTown, Inc. attached
to this Proxy Statement as Exhibit A;
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Accordingly,
your consent is not required and is not being solicited.
We
will commence mailing the notice to the holders of Common Stock and Preferred Stock on or about January 27, 2020.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU
OF CERTAIN ACTIONS TAKEN BY THE MAJORITY STOCKHOLDER.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock
held of record by them.
The
following table sets forth the name of the Majority Stockholder, the number of shares of Common Stock and Series B Preferred Stock
held by the Majority Stockholder, the total number of votes that the Majority Stockholder voted in favor of the Actions and the
percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.
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Name of Majority Stockholder
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Number
of
Shares of Common Stock
held
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Number
of
Shares of Series B Preferred held
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Number of Votes held by Majority Stockholder
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Number of Votes that Voted in
favor of the Actions
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Percentage of the Voting Equity that Voted in favor of the Actions
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Sam Ciacco
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3,795,990
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51
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1,259,293,549
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1,259,293,549
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51.1
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%
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ACTION:
AMENDING ARTICLES OF INCORPORATION TO EFFECTUATE A REVERSE SPLIT OF THE COMPANY’S COMMON STOCK.
This
Information Statement contains a brief summary of the material aspects of the Action approved by the Majority Stockholder.
The
Reverse Stock Split will become effective on the date that is twenty (20) calendar days after the mailing of this information
statement.
We
currently expect that such effective date will be on or about February 16, 2020.
ADOPT
AN AMENDMENT TO COMPANY’S ARTICLES OF INCORPORATION TO EFFECTUATE A REVERSE STOCK SPLIT AT A RATIO OF 1 FOR 2,000
The
Majority Stockholder, on December 12, 2019, authorized the reverse stock split at a ratio of 1 for 2,000.
Prior
to filing the amendment to the Certificate of Amendment reflecting the Reverse Stock Split, we must first notify FINRA by filing
an Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated record date of the Reverse
Stock Split. Our failure to provide such notice may constitute fraud under Section 10 of the Exchange Act. We have filed an Issuer
Company Related Action Notification Form with FINRA for the Reverse Stock Split on December 18, 2019.
Purpose
of Proposed Reverse Stock Split
The
Board of Directors and the Majority Stockholder believes that it is advisable and in the best interests of the Company and its
shareholders to effect the reverse stock split in order to provide additional shares that could be issued for raising of additional
equity capital or other financing activities, stock dividends or the exercise of stock options and warrants and to provide additional
shares that could be issued in an acquisition or other form of business combination and to better position the Company for future
trading should a transaction be entered into and completed. The future issuance of additional shares of Common Stock on other
than a pro rata basis to existing stockholders will dilute the ownership of the current stockholders, as well as their proportionate
voting rights.
In
addition, an increase in the per share trading value of our Common Stock would be beneficial to us because it would:
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improve
the perception of our Common Stock as an investment security;
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reset
our stock price to more normalized trading levels in the face of potentially extended market dislocation;
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appeal
to a broader range of investors to generate greater investor interest in us; and
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reduce
stockholder transaction costs because investors would pay lower commission to trade a fixed dollar amount of our stock if
our stock price were higher than they would if our stock price were lower.
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Potential
Effects of the Proposed Reverse Stock Split
Once
the Reverse Stock Split is effected, the Reverse Stock Split will be realized in the same ratio for all of our issued and outstanding
shares of Common Stock. The immediate effect of a reverse stock split would be to reduce the number of shares of our Common Stock
outstanding and to increase the trading price of our Common Stock.
However,
we cannot predict the effect of any reverse stock split upon the market price of our Common Stock over an extended period, and
in many cases, the market value of a company’s Common Stock following a reverse stock split declines, in many cases, because
of variables outside of a company’s control (such as market volatility, investor response to the news of a proposed reverse
stock split and the general economic environment). We cannot assure you that the trading price of our Common Stock after the Reverse
Stock Split will rise in inverse proportion to the reduction in the number of shares of our Common Stock outstanding as a result
of the Reverse Stock Split. Also, we cannot assure you that a reverse stock split would lead to a sustained increase in the trading
price of our Common Stock. The trading price of our Common Stock may change due to a variety of other factors, including our operating
results and other factors related to our business and general market conditions. You should also keep in mind that the implementation
of a reverse stock split does not have an effect on the actual or intrinsic value of our business or a stockholder’s proportional
ownership in our Company. However, should the overall value of our Common Stock decline after the proposed Reverse Stock Split,
then the actual or intrinsic value of the shares of our Common Stock held by you will also proportionately decrease as a result
of the overall decline in value.
The following charts depict
the capitalization structure of the Company (based on the shares outstanding as of the Record Date) both pre-Reverse Stock
Split and post-Reverse Stock Split based on the 1 for 2,000 ratio approved by the Board (the post-split shares of Common Stock
may differ slightly based on the number of fractional shares):
Pre-Reverse
Stock Split
1-for-2,000
Authorized Shares
of Common Stock
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Issued Shares
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Authorized but Unissued
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5,000,000,000
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2,562,664,837
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2,437,335,163
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Post-Reverse
Stock Split
1-for-2,000
Authorized Shares
of Common Stock
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Issued Shares
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Authorized but Unissued
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5,000,000,000
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1,281,332
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4,998,718,668
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The
resulting decrease in the number of shares of our Common Stock outstanding could potentially adversely affect the liquidity of
our Common Stock, especially in the case of larger block trades.
Effects
on Ownership by Individual Stockholders. After the Reverse Stock Split has been implemented, the number of shares of our Common
Stock held by each stockholder would be reduced by multiplying the number of shares held immediately before the Reverse Stock
Split by the appropriate ratio and then rounding down to the nearest whole share. No fractional shares of Common Stock will be
issued as a result of the Reverse Stock Split. Instead, shareholders who otherwise would be entitled to receive fractional shares,
upon surrender to the exchange agent of such certificates representing such fractional shares, will be entitled to receive a certificate
representing the number of shares they would otherwise be entitled to rounded up to the next whole share. The Reverse Stock Split
would not affect any stockholder’s percentage ownership interest in our Company or proportionate voting power, except to
the extent that interests in fractional shares would be rounded up to the nearest whole share.
Effect
on Restricted Stock Units, Stock Options, Warrants. In addition, we would adjust all outstanding shares of any restricted
stock units, stock options and warrants entitling the holders to purchase shares of our Common Stock as a result of the Reverse
Stock Split, as required by the terms of these securities. In particular, we would reduce the conversion ratio for each security,
and would increase the exercise price in accordance with the terms of each security based on the ratio of 1 for 2,000 of the Reverse
Stock Split.
Other
Effects on Issued and Outstanding Shares. After the Reverse Stock Split has been implemented, the rights pertaining to the
issued and outstanding shares of our Common Stock would be unchanged after the Reverse Stock Split. Each share of our Common Stock
issued following the Reverse Stock Split would be fully paid and nonassessable.
The
Reverse Stock Split would result in some stockholders owning “odd-lots” of less than 5 shares of our Common Stock.
Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots”
of even multiples of 100 shares.
After
the effective time, our Common Stock will have a new Committee on Uniform Securities Identification Procedures (CUSIP) number,
which is a number used to identify our equity securities, and stock certificates with the older CUSIP number will need to be exchanged
for shares of Common Stock with the new CUSIP number by following the procedures described below. However, until such exchange
is made, the old stock certificates will automatically represent the new, post-split number of shares. After the Reverse Stock
Split, we will continue to file periodic reports and comply with other requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
Authorized
Shares of Stock
The
Reverse Stock Split would affect all issued and outstanding shares of Common Stock and outstanding rights to acquire Common Stock.
We will not change the number of shares of Common Stock currently authorized. However, upon the effectiveness of the reverse stock
split, the number of authorized shares of Common Stock that are not issued or outstanding would increase due to the reduction
in the number of shares of Common Stock issued and outstanding as a result of the Reverse Stock Split.
As
of the Record Date, we had 5,000,000,000 shares of authorized Common Stock, of which 2,562,664,837 shares of Common Stock,
par value $0.01 per share, were issued and outstanding. If we issue additional shares, the ownership interest of holders of Common
Stock will be diluted.
We
will reserve for issuance any authorized but unissued shares of Common Stock that would be made available as a result of the proposed
Reverse Stock Split.
We
do not have any plans, arrangements or understandings for the remaining portion of the authorized but unissued shares of Common
Stock that will be available following the Reverse Stock Split.
Procedure
for Effecting the Proposed Reverse Stock Split and Exchange of Stock Certificates
We
will file with the Minnesota Secretary of State an Amendment to our Articles of Incorporation, in the form attached to this proxy
statement as Exhibit A. The Reverse Stock Split will become effective at the time and on the date of filing of, or at such later
time as is specified in, the Amendment, which we refer to as the “effective time.” Beginning at the effective time,
each certificate representing shares of Common Stock will be deemed for all corporate purposes to evidence ownership of the number
of whole shares into which the shares previously represented by the certificate were combined pursuant to the Reverse Stock Split.
Upon
the Reverse Stock Split, we intend to treat stockholders holding our Common Stock in “street name,” through a bank,
broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers
or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in
“street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders
for processing the Reverse Stock Split. If you hold your shares with a bank, broker or other nominee and if you have any questions
in this regard, we encourage you to contact your nominee.
Following
the Reverse Stock Split, stockholders holding physical certificates must exchange those certificates for new certificates, which
will be entitled to be rounded up to the next whole share in lieu of any fractional shares.
Our
transfer agent will advise registered stockholders of the procedures to be followed to exchange certificates in a letter of transmittal
to be sent to stockholders. No new certificates will be issued to a stockholder until the stockholder has surrendered the stockholder’s
outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the transfer agent. Any
old shares submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will automatically be exchanged
for new shares. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) until requested
to do so.
No
Issuance of Fractional Shares
No
fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, shareholders who otherwise would
be entitled to receive fractional shares, upon surrender to the exchange agent of such certificates representing such fractional
shares, will be entitled to receive a certificate representing the number of shares they would otherwise be entitled to rounded
up to the next whole share.
Dissenters’
Rights.
No
dissenters’ or appraisal rights are available to our stockholders under the Minnesota Revised Statutes in connection with
the proposed amendment to our Articles of Incorporation with respect to the Reverse Stock Split. There may exist other rights
or actions under state law for stockholders who are aggrieved by reverse stock splits generally.
Accounting
Consequences
The
par value of our Common Stock will remain unchanged at $0.01 per share after the Reverse Stock Split. Also, our capital account
would remain unchanged, and we do not anticipate that any other accounting consequences would arise as a result of the Reverse
Stock Split.
Potential
Anti-Takeover Effect
Securities
and Exchange Commission (“SEC”) rules require disclosure and discussion of the effects of any proposal that could
be used as an anti-takeover device. This proposal, if adopted and implemented, will result in a relative increase in the number
of authorized but unissued shares of our Common Stock vis-à-vis the outstanding shares of our Common Stock and could, under
certain circumstances, have an anti-takeover effect, although that is not the purpose or intent of the proposal. A relative increase
in the number of authorized but unissued shares of Common Stock could have other effects on our stockholders, depending upon the
exact nature and circumstances of any actual issuances of authorized shares. A relative increase in our authorized but unissued
shares of Common Stock could potentially deter takeovers, including takeovers that our Board of Directors determines are not in
the best interest of our stockholders, in that additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover more difficult. Our Board of Directors is not aware
of any attempt to take control of our business and has not considered the Reverse Stock Split to be a tool to be utilized as a
type of anti-takeover device. We currently have no plans, proposals or arrangements to issue any shares of Common Stock that would
become newly available for issuance as a result of the Reverse Stock Split.
Certain
Federal Income Tax Consequences
Each
shareholder is advised to consult their own tax advisor as the following discussion may be limited, modified or not apply based
on your own particular situation.
The
following is a summary of important tax considerations of the Reverse Stock Split. It addresses only shareholders who hold the
pre-Reverse Stock Split shares and post- Reverse Stock Split shares as capital assets. It does not purport to be complete and
does not address shareholders subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies,
dealers in securities, mutual funds, foreign shareholders, shareholders who hold the pre-Reverse Stock Split shares as part of
a straddle, hedge, or conversion transaction, shareholders who hold the pre-Reverse Stock Split shares as qualified small business
stock within the meaning of Section 1202 of the Code, shareholders who are subject to the alternative minimum tax provisions of
the Code, and shareholders who acquired their pre-Reverse Stock Split shares pursuant to the exercise of employee stock options
or otherwise as compensation. Current tax law may change, possibly even retroactively. This summary does not address tax considerations
under state, local, foreign, and other laws. Furthermore, we have not obtained a ruling from the Internal Revenue Service or an
opinion of legal or tax counsel with respect to the consequences of the Reverse Stock Split.
The
Reverse Stock Split is intended to constitute a reorganization within the meaning of Section 368 of the Code. Assuming the Reverse
Stock Split qualifies as reorganization, a shareholder generally will not recognize gain or loss on the Reverse Stock Split, except
to the extent of cash, if any, received in lieu of a fractional share interest in the post- Reverse Stock Split shares. The aggregate
tax basis of the post-Reverse Stock Split shares received will be equal to the aggregate tax basis of the pre-Reverse Stock Split
shares exchanged (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of
the post-Reverse Stock Split shares received will include the holding period of the pre-Reverse Stock Split shares exchanged.
A
holder of the pre-Reverse Stock Split shares who receives cash will generally recognize gain or loss equal to the difference between
the portion of the tax basis of the pre- Reverse Stock Split shares allocated to the fractional share interest and the cash received.
Such gain or loss will be a capital gain or loss and will be short term if the pre-Reverse Stock Split shares were held for one
year or less and long term if held more than one year. No gain or loss will be recognized by us as a result of the Reverse Stock
Split.
PLEASE
CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE
STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
THERE
CAN BE NO ASSURANCE THAT A SUITABLE BUSINESS OPPORTUNITY WILL BE EFFECTED FOLLOWING THE COMPLETION OF THE INCREASE IN AUTHORIZED
SHARES OF COMMON STOCK.
Attached
as Exhibit A and incorporated herein by reference is the text of the Amendment to our Articles of Incorporation
(the “Amended Articles” or the “Amendment”) as approved by the Majority Stockholder. Prior
to filing the amendment reflecting the Reverse Stock Split, we must first notify FINRA by filing an Issuer Company Related Action
Notification Form no later than ten (10) days prior to the anticipated record date of the Reverse Stock Split. Our failure to
provide such notice may constitute fraud under Section 10 of the Exchange Act. We have filed an Issuer Company Related Action
Notification Form for the Reverse Split with FINRA on December 18, 2019. The Reverse Stock Split will be effected by filing the
Amended Articles with the Secretary of State of Minnesota, which is expected to occur approximately twenty (20) days after the
mailing of this Information Statement. The Reverse Stock Split will become effective upon such filing.
We
currently expect that such effective date will be on or about February 16, 2020.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of December 27, 2019, certain information regarding beneficial ownership of our Common Stock (a)
by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, (b)
by each director of the Company, (c) by the named executive officers (determined in accordance with Item 402 of Regulation S-K)
and (d) by all of our current executive officers and directors as a group.
We
have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”).
Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities
named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially
own, subject to applicable community property laws.
Applicable
percentage ownership is based on 2,566,726,478 shares of Common Stock outstanding as of December 27, 2019. In computing the number
of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding
all shares of Common Stock subject to options held by that person or entity that are currently exercisable or that will become
exercisable within 60 days of December 27, 2019.
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Name and Address(2)
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Number of Shares of
Common Stock held
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Percent
of Shares of Common Stock held(1)
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Number of Shares of
Series B Preferred held
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Number of Votes of Series B Preferred Held
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Percent of Shares of
Series B Preferred held
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Amount of Beneficial Ownership
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Directors and Officers:
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Sam Ciacco(3) (4) (5)
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3,795,990
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*
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51
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2,671,375,950
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100
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%
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51.1
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%
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Kevin Wilson (3)
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-
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-
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-
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All Officers and Directors as a Group (2 Persons)
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3,795,000
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*
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51
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2,671,375,950
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100
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%
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51.1
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%
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5% Stockholders:
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(1)
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Based
on 2,566,726,478 shares of common stock issued and outstanding. Shares of common stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person
holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.
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(2)
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Unless
otherwise noted, the address of each beneficial owner is c/o DigitalTown, Inc., 477 Peace Portal Drive, Suite 506, Blaine,
WA 98230.
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(3)
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Indicates
an officer and/or director of the Company.
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(4)
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Includes
2,545,990 shares of common stock and options to purchase 1,250,000 shares of common stock.
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(5)
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One
(1) share of the Series B Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and
outstanding common stock and preferred stock eligible to vote at the time of the respective vote (the “Numerator”),
divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total issued and outstanding common stock
eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred
Stock shall be equal to 102,036 (e.g., ((0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036). With respect
to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders
of the outstanding shares of Series B Preferred Stock shall vote together with the holders of common stock without regard
to class, except as to those matters on which separate class voting is required by applicable law or the Company’s Articles
of Incorporation or by-laws.
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*
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less
than 1%
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DELIVERY
OF DOCUMENTS TO STOCKHOLDERS 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 DigitalTown, Inc., 477 Peace Portal Drive, Suite 506, Blaine, WA 98230.
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.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This
Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements concerning
the effects of the Shareholder Approval and statements using terminology such as “expects,” “should,”
“would,” “could,” “intends,” “plans,” “anticipates,” “believes,”
“projects” and “potential.” Such statements reflect the current view of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions. Known and unknown risks, uncertainties and other factors
could cause actual results to differ materially from those contemplated by the statements.
In
evaluating these statements, you should specifically consider various factors that may cause our actual results to differ materially
from any forward-looking statements. You should carefully review the risks listed, as well as any cautionary language, in this
Information Statement and the risk factors detailed under “Risk Factors” in the documents incorporated by reference
in this Information Statement, which provide examples of risks, uncertainties and events that may cause our actual results to
differ materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not
described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of
the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement
as representing our views as of any date after the date of this Information Statement. You should carefully review the information
and risk factors set forth in other reports and documents that we file from time to time with the SEC.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, 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 SEC. The SEC maintains
a website 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.
A
copy of any public filing is also available, at no cost, by writing to DigitalTown, Inc., 477 Peace Portal Drive, Suite 506, Blaine,
WA 98230. 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.
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.
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By
Order of the Board of Directors
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January
27, 2020
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/s/
Sam Ciacco
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Sam
Ciacco
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Chief
Executive Officer
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