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 (Amendment No. __ )
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x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14-c-5(d)(2))
o Definitive Information Statement
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NOTICE OF ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Date of Mailing: on or about February ___, 2014
To our Stockholders:
This Information Statement is furnished by the Board of Directors (the “Board”) of SMSA Gainesville Acquisition Corp., a Nevada corporation, (the “Company,” “we” or “us”) to the holders of record (the “Stockholders”) at the close of business on February 18, 2014 (the “Record Date”), of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”) pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
This Information Statement relates to a written consent in lieu of a meeting, dated February 18, 2014, (the “Written Consent”) of stockholders owning at least a majority of the outstanding shares of Common Stock of the Company as of the Record Date (the “Majority Stockholder”). The Written Consent authorized and approved a Certificate of Amendment of our Articles of Incorporation (the “Certificate of Amendment”) to (1) change our name to “Titan Rx, Inc.” and to (2) increase our authorized Common Stock from 100,000,000 shares to 250,000,000 shares, par value of $0.001 per share. A copy of the Certificate of Amendment is attached to this Information Statement as Appendix A.
The Written Consent constitutes the consent of a majority of the total number of shares of outstanding Common Stock and is sufficient under Chapter 78 of the Nevada Revised Statutes and our Bylaws to approve the Certificate of Amendment. Accordingly, the Certificate of Amendment is not presently being submitted to the Stockholders for a vote. The action by Written Consent will become effective when the Company files the Certificate of Amendment with the Nevada Secretary of State, which will occur no earlier than twenty (20) calendar days after the filing and mailing of the Definitive Information Statement.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
/s/ Kamran Nezami_______
Kamran Nezami
Sole Director
INFORMATION STATEMENT
PURSUANT TO SECTION 14 OF THE
SECURITIES AND EXCHANGE ACT OF 1934 AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
General Information
This Information Statement is being first mailed on or about February 28, 2014 to Stockholders of the Company by the Board of Directors to provide material information regarding corporate actions that have been approved by the Written Consent of the Majority Stockholders.
Only one copy of this Information Statement is being delivered to two or more Stockholders who share an address unless we have received contrary instruction from one or more of such Stockholders. We will promptly deliver, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the Information Statement, or if in the future you would like to receive multiple copies of information statements or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct us by writing to the corporate secretary at the Company’s executive offices at the address specified above.
PLEASE NOTE THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT. THIS INFORMATION STATEMENT IS DESIGNED TO INFORM YOU OF THE AMENDMENT OF OUR ARTICLES OF INCORPORATION.
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.
Authorization by the Board of Directors
and the Majority Stockholder
Under the Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and consented to such action in writing. The approval of the Certificate of Amendment required the affirmative vote or written consent of a majority of the issued and outstanding shares of Common Stock. Each Stockholder is entitled to one vote per share of Common Stock held of record on any matter which may properly come before the stockholders.
On the Record Date, we had 10,000,008 shares of Common Stock issued and outstanding with the holders thereof being entitled to cast one vote per share.
On February 18, 2014, our Board adopted resolutions approving the Certificate of Amendment and recommended that our Stockholders approve the Certificate of Amendment as set forth in Appendix A. In connection with the adoption of these resolutions, our Board elected to seek the written consent of the holders of a majority of our outstanding shares in order to reduce associated costs and implement the proposals in a timely manner.
Consenting Stockholders
On the Record Date, the following Majority Stockholder holding an aggregate of 9,892,956 shares of our Common Stock, constituting 98.92% of our issued and outstanding Common Stock, the sole class of our voting securities, consented in writing to the Certificate of Amendment.
Name of Stockholder | Number of Shares Owned | Percentage |
Titan Partners, LLC | 9,892,956 | 98.92% |
Accordingly, we have obtained all necessary corporate approvals in connection with the Certificate of Amendment. We are not seeking written consent from any other Stockholder, and the other Stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. This Information Statement is furnished solely for the purposes of advising Stockholders of the action taken by written consent and giving Stockholders notice of such actions taken as required by the Exchange Act.
As the action taken by the Majority Stockholder was taken by written consent, there will be no Stockholders meeting.
We will, when permissible following the expiration of the 20-day period mandated by Regulation 14C of the Exchange Act and the provisions of the Nevada Revised Statutes, file the Certificate of Amendment with the Nevada Secretary of State’s Office. The Certificate of Amendment will become effective upon such filing and we anticipate that such filing will occur approximately 20 days after this Information Statement is first mailed to our Stockholders.
Amendment of the Company’s
Articles of Incorporation
The following are brief explanations of the substantive changes that will be made pursuant to the Certificate of Amendment.
Action 1: Change in Name of the Company
Our Board has determined that the change of our name to “Titan Rx, Inc.” is in the best interest of our Stockholders and will more accurately reflect, and allow us to engage in, our new business as a pharmacy company.
Action 2: Increase in Authorized Shares
Number and Class of Authorized Shares. The Company’s Articles of Incorporation currently provide for authorized capital stock consisting of 100,000,000 Shares of Common Stock. As of the Record Date, the Company had 10,000,008 Shares issued and outstanding. This totals 89,999,992 Shares authorized and reserved for issuance. Following the amendment, the authorized capital stock of the Company will be increased to 250,000,000 shares of common stock. This totals 239,999,992 shares authorized and reserved for issuance.
The additional shares of Common Stock would be a part of the existing class of Common Stock and, if and when issued, would have the same rights and privileges as the presently issued and outstanding shares of Common Stock. The holders of the Company’s shares of Common Stock are not entitled to preemptive rights or cumulative voting. Accordingly, the issuance of additional shares of Common Stock might dilute, under certain circumstances, the ownership and voting rights of the Company’s Stockholders.
Reasons to Increase the Authorized Shares. The authorized shares of stock in excess of those presently outstanding will be available for issuance at such times and for such purposes as the Board may deem advisable without further action by the Company’s Stockholders, except as may be required by applicable laws, regulations or exchange rules. The Board believes that it is in the best interests of the Company and its Stockholders to have additional shares of stock authorized which would be available for issuance to raise capital, for stock dividends, stock splits, retirement of indebtedness, employee benefit programs, corporate business combinations, acquisitions, debt leverage management, working capital or other corporate purposes and generally to maintain our financing and capital raising flexibility in today’s competitive and fast-changing environment. The Board believes the current number of authorized and unissued shares of our Common Stock available for issuance may be too limited to allow prompt or flexible action by the Board if and when needed.
Because the holders of the shares of Common Stock do not have preemptive rights, the issuance of shares of stock (other than on a pro rata basis to all current Stockholders) would reduce the current Stockholders’ proportionate interests. However, in any such event, Stockholders wishing to maintain their interests may be able to maintain a proportionate interest through normal market purchases.
The increase in the amount of shares of authorized stock could have an anti-takeover effect, although this is not the intent of the Board in proposing the amendment. For example, if, in the future, the Board issues additional shares of stock, such issuances could dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or an extraordinary transaction opposed by the Board. As of the date of this Information Statement, the Board is not aware of any attempt or plan to obtain control of the Company.
In the future, the Company may engage in a private offering of shares of Common Stock for purposes of raising additional capital. Though the Company is not currently negotiating a private offering, the Company will publicly report such transactions as required by SEC regulations.
Dissenters’ Rights
Under Nevada law, holders of our Common Stock are not entitled to dissenters’ rights of appraisal with respect to the proposed amendments to our Articles of Incorporation and the adoption of the Certificate of Amendment.
Security Ownership of
Certain Beneficial Owners
The following table reflects the names and addresses of the only persons known to the Company to be the beneficial owners of 5% or more of the Common Stock outstanding as of the Record Date.
Title or Class of Securities | Name and Address of Beneficial Owner1 | Amount of Beneficial Ownership | Percentage |
| Common | Titan Partners, LLC 610 Coit Road, Suite 170 Dallas, Texas 75075 | 9,892,956 | 98.92% |
| Common | Titan Partners Management, LLC 6565West Loop South, Suite 110 Bellaire, Texas 77401 | 9,892,956 | 98.92% |
| Common | Kamran Nezami 6565West Loop South, Suite 110 Bellaire, Texas 77401 | 9,892,956 | 98.92% |
| Common | Kamran Nezami, LLC 6565West Loop South, Suite 110 Bellaire, Texas 77401 | 2,275,379 | 23% |
| Common | Salta Partners, LLC 5605 N. Macarthur Blvd Irving, Texas 75038 | 2,087,413 | 21.1% |
| Common | Titanium III, LLC 230 Longmeadow Baton Rouge, Louisiana 70810 | 1,018,974 | 10.3% |
| | 1. | Under applicable SEC rules, a person is deemed the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person’s economic interest in the security. Under SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security. |
Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership of the Common Stock as of the Record Date by (1) each executive officer of the Company, (2) each current director and (3) all directors and executive officers of the Company as a group.
Title or Class of Securities | Name of Beneficial Owner1 | Amount of Beneficial Ownership | Percentage |
| Common | Kamran Nezami2 | 9,892,956 | 98.92% |
| All Directors and Executive Officers | | 9,892,956 | 98.92% |
| | 1. | Under applicable SEC rules, a person is deemed the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) the voting power, which includes the power to vote or direct the voting of the security, or (b) the investment power, which includes the power to dispose, or direct the disposition, of the security, in each case irrespective of the person’s economic interest in the security. Under SEC rules, a person is deemed to beneficially own securities which the person has the right |
| | | to acquire within 60 days through the exercise of any option or warrant or through the conversion of another security. |
| | 2. | Kamran Nezami is our sole director and Chairman of the Board. Mr. Nezami participates in the management of Titan Partners, LLC, our majority stockholder, and is therefore deemed to be a beneficial owner of the Common Stock held by Titan Partners, LLC. |
Changes to our Business and
Change of Control
On December 19, 2013, Paul Interrante, our former majority stockholder and former director, and Halter Financial Investments, L.P., a former stockholder of the Company, entered into a stock purchase agreement with Titan Partners, LLC, our current majority stockholder, pursuant to which Titan Partners, LLC acquired 9,892,956 shares of Common Stock, representing 98.92% of the issued and outstanding equity interest and voting rights of the Company. The signing of the stock purchase agreement and the transactions contemplated thereby resulted in a change of control of the Company.
Our current business plan is to acquire, develop, and operate pharmacies across the United States and, for a period of time, to retain earnings from such operations.
Available Information
Please read all sections of this Information Statement carefully. The Company is subject to the reporting and disclosure requirements of the Exchange Act and in accordance therewith, files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information filed by the Company with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material may also be obtained from the SEC at prescribed rates. This information may also be obtained from the SEC’s EDGAR reporting system, which you can access at www.sec.gov.
Dated: February ___, 2014 /s/ Kamran Nezami_______
Kamran Nezami
APPENDIX A
Certificate of Amendment to the Articles of Incorporation
for Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
| | 1. | The name of the Corporation is: SMSA Gainesville Acquisition Corp. |
| | 2. | The following Articles have been amended to read as follows: |
ARTICLE I
NAME
The name of the Corporation shall be: Titan Rx, Inc.
ARTICLE III
CAPITAL STOCK
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 260,000,000 shares ("Capital Stock"). The classes and the aggregate number of shares of each class of Capital Stock that the Corporation shall have authority to issue are as follows: 250,000,000 shares of common stock, $0.001 par value ("Common Stock"); and 10,000 shares of preferred stock, $0.001 par value ("Preferred Stock"). The shares of Preferred Stock may be issued from time to time in one or more classes or series as may from time to time be determined by the board of directors. Each such class or series shall be distinctly designated. All shares of any one class or series of the Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The voting powers, designations, preferences, limitations, restrictions and relative rights thereof, if any, may differ from those of any and all other series at any time outstanding. The board of directors of this Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of each particular class or series of Preferred Stock, the number of shares, voting powers, designations, preferences, limitations, restrictions and relative rights of each such class or series.
| | 3. | The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, of 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: 98.92%. |
| | 4. | Effective date and Time of filing: | Date: __________ | Time: __________ |
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
________________________________________________________________________________________________________Certificate of Amendment to the Articles of Incorporation of Page 1
SMSA Gainesville Acquisition Corp.
5944867-v1 519612/1
Kamran Nezami, Director
