SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
|
o |
Filed
by Party other than Registrant |
Check the
appropriate box:
|
x |
Preliminary
Information Statement |
|
o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)) |
|
o |
Definitive
Information Statement |

SIMLATUS CORP.
(Name
of Registrant as Specified in Charter)
Payment of
Filing Fee (Check the appropriate box):
x No
fee required
SCHEDULE
14C INFORMATION STATEMENT
Pursuant to Regulation 14C of the Securities Exchange Act
of 1934 as amended
SIMLATUS
CORP.
175 Joerschke Dr., Ste. A
Grass Valley, CA 95945
GENERAL
INFORMATION
This
Information Statement (the “Information Statement”) has been filed
with the Securities and Exchange Commission 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 the common stock, par value $.00001 per share (the “Common
Stock”), of Simlatus Corp., a Nevada Corporation (the “Company”),
to notify such Stockholders that on or about July 23, 2019, the
Company received written consents in lieu of a meeting of
Stockholders from holders of a majority of shares of voting
securities of the Company (the “Majority Stockholders”) to
authorize the Company’s Board of Directors to approve the
following:
- the
Board of Directors of the Corporation, along with the vote of the
Majority Shareholders, deem it in the best interest of the
Corporation, as well as in the best interest of the Shareholders of
the Corporation, to Amend the Articles of Incorporation, and
increase the amount of Authorized Common Shares from 975,00,000 to
1,500,000,000 Shares at par value $0.00001 per share to be
compliant with the share reserves for standing note
holders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
RECOMMENDATION
OF THE BOARD OF DIRECTORS
ACTIONS
TO BE TAKEN
ACTION
I – INCREASE OF THE AMOUNT OF AUTHORIZED COMMON
SHARES OF THE COMPANY TO 1,500,000,000
The
Board of Directors has determined that the Company has determined
that the
Amendment of the Articles better reflects the nature of the
Company’s new business direction.
Purpose
of the Amendment of the Articles
On
July 23, 2019, the Company’s Board of Directors and the Majority
Stockholders owning a majority of the Company’s voting securities
approved a resolution authorizing the Company to amend the Articles
of Incorporation to accomplish the increase the amount of
Authorized Common Shares from 975,000,000 to 1,500,000,000 Shares
at par value $0.00001 per share.
The
purpose for the increase in the number of authorized shares is
pursuant with the note-holder requirements to maintain the required
reserves specified under each of the notes on the Company’s
derivative table. Our Board of Directors believes it is in the best
interest of our Company to increase the number of authorized shares
of Common Stock in order to give us greater flexibility in
considering and planning for future corporate needs, including, but
not limited to, future financing and recapitalization efforts as
well as other general corporate transactions. The Board of
Directors believes that additional authorized shares of common
stock will enable us to take timely advantage of market conditions
and favorable financing and acquisition opportunities that become
available to us. We do not have any definitive plans, arrangements,
understandings or agreements regarding the issuance of the
additional shares of common stock that will result from our
adoption of the proposed Amendment.
Potential
Effects of Increase in Authorized Shares of Common
Stock
Except
as otherwise required by law, the newly authorized shares of Common
Stock will be available for issuance at the discretion of our Board
of Directors (without further action by the stockholders) for
various future corporate needs, including those outlined above. The
increase in authorized shares of Common Stock will not have any
immediate effect on the rights of existing Shareholders but may
have a dilutive effect our existing Shareholders if additional
shares are issued.
We
are not increasing our authorized Common Stock to construct or
enable any anti-takeover defense or mechanism on behalf of the
Company. While it is possible that management could use the
additional shares of Common Stock to resist or frustrate a
third-party transaction providing an above-market premium that is
favored by a majority of the independent Shareholders, we have no
intent or plan to employ the additional unissued authorized shares
as an anti-takeover device.
The
following table summarizes the principal effects of the increase in
Authorized Shares:
Shares of Common Stock |
|
Pre-Increase |
|
|
Post- Increase |
|
Issued/Outstanding |
|
|
352,347,553 |
|
|
|
352,347,553 |
|
Authorized but Unissued Shares Reserved for Specific Purposes |
|
|
662,652,447 |
|
|
|
822,164,555 |
|
(Shares to be issued upon conversion of notes, warrants, and
preferred stock)
Shares issuable pursuant to current and planned acquisitions |
|
|
0 |
|
|
|
0 |
|
Authorized but Unreserved Shares |
|
|
0 |
|
|
|
325,487,892 |
|
Outstanding
Convertible Notes
Our
outstanding convertible notes are convertible into common stock
based upon a discount to the market price of our common stock at
the time of conversion. Therefore, the number of shares into which
the notes are convertible varies with the market price of our
common stock.
The
total amount of the convertible debt is in the value of
approximately $1,121,960 in principal as of August 15, 2019. The
range of discount from the market price that are used to determine
the various conversion prices is thirty five percent (35%) to fifty
percent (50%). Based on the formulas in the convertible notes, the
lower the stock price at the time of conversion, the more share the
noteholders will receive upon conversion. The floor to the
conversion price is $0.00001.
The
Company does not have enough unissued shares to cover the required
reserves for all outstanding convertible debt and may have much
less unissued authorized shares to effect any significant
conversion of preferred stock or warrant exercises. Therefore, as
of August 15, 2019, we have no unreserved but unissued shares
available for other corporate purposes due to the range of discount
from the market price to determine the various conversion prices.
The price of our Common Stock on the over-the-counter market on
August 15, 2019, closed at $0.0042.
The
following table summarizes the number of shares that could be
issued upon conversion based upon a reasonable range of market
prices:
|
|
Number of
Shares |
|
25%
below the most recent actual price |
|
|
608,569,867 |
|
50% below the
most recent actual price |
|
|
913,139,734 |
|
75% below the
most recent actual price |
|
|
1,826,279,469 |
|
Amended
Certificate of Incorporation
Upon
the effectiveness and on the date that is July 23, 2019 the filing
of this Information Statement, the Board of Directors shall have
the Company’s Certificate of Amendment to the Articles of
Incorporation filed with the State of Nevada in order to effect the
Articles Amendment.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in accordance therewith files reports, proxy statements and
other information including annual and quarterly reports on Form
10-K and 10-Q (the “1934 Act Filings”) with the Securities and
Exchange Commission (the “Commission”). Reports and other
information filed by the Company can be inspected and copied at the
public reference facilities maintained at the Commission at Room
1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such
material can be obtained upon written request addressed to the
Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that
contains reports, proxy and information statements and other
information regarding issuers that file electronically with the
Commission through the Electronic Data Gathering, Analysis and
Retrieval System (“EDGAR”).
The
Company shall provide, without charge, to each person to whom an
Information Statement is delivered, upon written or oral request of
such person and by first class mail or other equally prompt means
within one (1) business day of receipt of such request, a copy of
any and all of the information that has been incorporated by
reference in the Information Statement (not including exhibits to
the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that the Information Statement incorporates), and the
address and telephone numbers to which such a request is to be
directed.
CONCLUSION
As a
matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the
above action. Your consent to the above action is not required and
is not being solicited in connection with this action. This
Information Statement is intended to provide our Stockholders
information required by the rules and regulations of the Securities
Exchange Act of 1934.
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934,
Simlatus Corp. has duly caused this report to be signed by the
undersigned hereunto authorized.
IN
WITNESS WHEREOF, We, have hereunto set our hands as Chief Executive
Officer and Members of the Board of Directors of the
Corporation.
Acknowledged
by the following on August 22, 2019
|
|
/s/ Richard
Hylen |
|
Richard
Hylen |
|
Simlatus
Corporation |
|
President |
|
|
|
/s/
Dusty Vereker |
|
Dusty
Vereker |
|
Simlatus
Corporation |
|
Director |
|
|
|
/s/
Baron Tennelle |
|
Baron
Tennelle |
|
Simlatus
Corporation |
|
Director |
|
Simlatus (PK) (USOTC:SIML)
Historical Stock Chart
From Dec 2020 to Jan 2021
Simlatus (PK) (USOTC:SIML)
Historical Stock Chart
From Jan 2020 to Jan 2021