SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
MOBETIZE CORP.
-------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
__________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing is calculated and state how it was determined.):
__________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________________
5) Total Fee Paid:
__________________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
__________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
__________________________________________________________________________________
3) Filing Party:
__________________________________________________________________________________
4) Dated Filed:
__________________________________________________________________________________
MOBETIZE CORP.
205 – 8105 Birch Bay Square St.
Blaine, Washington 98230
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDERS MEETING
April __, 2017
To the Stockholders of Mobetize Corp:
The attached Information Statement is being delivered by Mobetize Corp. (“Company”) in connection
with stockholder approval to consolidate the Company’s issued and outstanding common shares
(“Common Stock”) on a one for one hundred (1/100) basis (“Reverse Split”), amend the Company’s
Articles of Incorporation (“Articles”) to decrease the number of authorized shares of Common Stock
from five hundred and twenty-five million (525,000,000) shares par value $0.001 to two hundred and fifty
million (250,000,000) shares par value $0.001 and to amend the Company’s Articles to decrease the
number of authorized preferred shares (“Preferred Stock”) from two hundred and fifty million
(250,000,000) shares par value $0.001 to seventy-five million shares (75,000,000) par value $0.001
(“Amendments”) with no change in the number of designated or outstanding Series A preferred shares
(“Series A Preferred) or Series B preferred shares (“Series B Preferred”).
On April 7, 2017 (“Record Date”), those stockholders with a majority of the outstanding votes being
holders of designated Series A Preferred and Series B Preferred, which shares are entitled to vote together
with the common as a single class (“Consenting Stockholders”), executed a written consent in
accordance with the provisions set forth in Title 7, Chapter 78, §320 of Nevada Revised Statutes
(“NRS”), and Article II, §12 of the Company's amended and restated Bylaws to approve the Reverse
Split and adopt the Amendments.
This Information Statement is first being mailed to the Company’s stockholders on or about April 20,
2017. We expect that the Reverse Split and the Amendments will become effective on or after May 12,
2017 (“Effective Date”).
This letter and the accompanying Information Statement are being delivered to you in accordance with
Title 7, Chapter 78,§320, §350, §370 and §390 of the NRS, Article II, §12 of the Company's Bylaws and
§14(c) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Information
Statement describes the Reverse Split and the Amendments.
.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY
The dissenter’s rights and appraisal provisions of Title 7 Chapter 78 of the NRS are not applicable to the
matters disclosed in this Information Statement. Accordingly, there are no stockholder dissenters’ or
appraisal rights in connection with any of the matters discussed in this Information Statement.
Thank you for your continued interest in and support of Mobetize Corp.
By Order of the Board of Directors
________________________
Ajay Hans, Chief Executive Officer
2
MOBETIZE CORP. INFORMATION STATEMENT
NO VOTE OR OTHER ACTION OF OUR STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
INTRODUCTION
This Information Statement is being furnished to the stockholders of Mobetize, a Nevada corporation (the
“Company,” “we”, “us” or “our”), to advise them of the corporate actions that have been authorized by
the Board of Directors and the written consent of the holders of more than 57% of the voting power
(“Consenting Stockholders”) of the Company’s outstanding capital stock as of the record date April 7,
2017 (“Record Date”). These actions are being taken without notice, meetings or votes in accordance
with the Nevada Revised Statutes (“NRS”) Title 7 Chapter 78 §320, §350, §370 and §390. This
Information Statement is being mailed to the stockholders of the Company on April __, 2017.
On April 7, 2017 (“Record Date”), our Board of Directors approved and recommended stockholder
approval of the following matters:
(i)
consolidation of the Company’s issued and outstanding common shares (“Common Stock”) on a
one for one hundred (1/100) basis (“Reverse Split”);
(ii)
amending the Company’s Articles of Incorporation (“Articles”) to decrease the number of
authorized shares of Common Stock from five hundred and twenty-five million (525,000,000)
shares par value $0.001 to two hundred and fifty million (250,000,000) shares par value $0.001;
and
(iii)
amending the Company’s Articles to decrease the number of authorized shares of preferred stock
(“Preferred Stock”) from two hundred and fiftymillion (250,000,000) shares par value $0.001 to
seventy-five million shares (75,000,000) par value $0.001 (“Amendments”) with no change in
the number of designated or outstanding shares of Series A Preferred Stock (“Series A
Preferred”) or Series B Preferred Shares (“Series B Preferred”).
Resolution (i) is referred to herein as the “Reverse Split” and resolutions (ii) and (iii) are collectively
referred to herein as the “Amendments”.
The Record Date for purposes of determining the Stockholders entitled to vote and to whom this
Information Statement is to be sent is April 7, 2017.
On the Record Date we had 23,450,233 shares of Common Stock, 4,565,000 shares of Series A Preferred,
and 12,970,648 shares of Series B Preferred outstanding. The outstanding Preferred Stock is entitled to
vote with the outstanding Common Stock as a single class.
On the Record Date, 82,070,881 votes were entitled to vote on the Reverse Split and the Amendments,
with each share of Common Stock entitled to one (1) vote, each share of Series A Preferred entitled to ten
(10) votes and each share of Series B Preferred entitled to one (1) vote.
The Reverse Split and the Amendments were approved by the Consenting Stockholders by written
consent. The Consenting Stockholders held a majority of the outstanding voting shares on the Record
Date or approximately 57.41% of the total number of votes entitled to participate in the approval.
3
No Vote Required
We will not be holding an extraordinary meeting of stockholders to consider the Reverse Split and
Amendments as none is required under Title 7, Chapter 78 §320 of the NRS as the actions to be taken
have been approved by the those stockholders holding a majority of the outstanding votes. We decided to
seek written consent in order to eliminate the cost and delay involved in holding an extraordinary meeting
of our stockholders.
No Appraisal Rights or Dissenter’s Provisions
The Company’s stockholders have no rights under the NRS, the Company’s Articles, or its Bylaws to
seek appraisal rights or to dissent from the adoption of the Reverse Split and the Amendments.
Interests of Certain Parties in or Opposition to the Matters to be Acted Upon
None of the following persons has any substantial interest, direct or indirect, by security holdings or
otherwise in any matter to be acted upon:
1. any director of officer of our Company since March 31, 2016, being the commencement of our
last completed fiscal year;
2. any proposed nominee for election as a director of our Company; and
3. any associate or affiliate of any of the foregoing persons.
The shareholdings of our directors and officers are set forth below in the section entitled “Security
Ownership of Certain Beneficial Owners and Management.” No director has advised us that he
intends to oppose the Reverse Split or the Amendments.
Householding of Stockholder Materials
We may deliver only one copy of this Information Statement to multiple stockholders sharing a common
address. If requested by phone or in writing, we will promptly provide a separate copy to a stockholder
sharing an address with another stockholder. Requests by phone should be directed to our Chief Executive
Officer at (778) 588-5563, and requests in writing should be sent to:
Mobetize Corp.
Attention Chief Executive Officer
#205 – 8105 Birch Bay Square Street
Blaine
Washington 98230
Stockholders sharing an address who currently receive multiple copies and wish to receive only a single
copy should contact their broker or send a signed, written request to us at the above address.
Effective Date
Pursuant to Rule 14c-2 of the Exchange Act, the Reverse Split and the Amendments will not be effected
until at least twenty (20) calendar days after this Information Statement is sent or given to the Company’s
stockholders. We anticipate that the Reverse Split and Amendments will become effective on or after
May 12, 2017 (“Effective Date”), upon notification to FINRA and the acceptance of requisite filings by
the Nevada Secretary of State.
4
Delivery of Notice
Title 7, Chapter 78 §370 of the NRS mandates that if a written consent is signed by less than the
unanimous consent of all stockholders entitled to vote, we must give notice of the actions taken to all
stockholders who were entitled to vote but who have not consented to the actions. This Information
Statement is intended to provide you with the required notice.
Outstanding Voting Securities
Our authorized capital stock consisted of 525,000,000 shares of Common Stock par value $0.001, of
which 23,450,233 shares are outstanding, 250,000,000 shares of Preferred Stock of which 4,565,000
shares of Series A Preferred were outstanding, and 12,970,648 shares of Series B Preferred were
outstanding on the Record Date. Outstanding shares of Series A Preferred and Series B Preferred are
entitled to vote with outstanding shares of Common Stock as a single class. On of the Record Date, a total
of 82,070,881 votes were entitled to vote on the the Reverse Split and the Amendments. Each share of
Common Stock is entitled to one (1) vote, each share of Series A Preferred is entitled to ten (10) votes
and each share of Series B Preferred is entitled to one (1) vote
REVERSE SPLIT (Resolution (i))
On April 7, 2017, the Company’s Board of Directors and the Consenting Stockholders approved the
Reverse Split of the Company's Common Stock on a one (1) for one hundred (100) basis.
The Reverse Split will be effected in coordination with notice to FINRA and the Company’s transfer
agent of corporate action on a certain date (“Effective Date”). On the Effective Date the holder for every
100 shares of Common Stock will be entitled to one share of Common Stock. The Reverse Split will not
result in a change in the par value of the Common Stock. Rather than cause the creation of fractional
shares of Common Stock, if a stockholder would otherwise be entitled to receive a fractional share, such
stockholder will be entitled to receive a whole share. The Reverse Split will occur automatically on the
Effective Date without any action on the part of stockholders and without regard to the date certificates
representing shares of Common Stock that are physically surrendered for new certificates.
Based on the number of shares of Common Stock issued and outstanding, immediately following the
Reverse Split the Company will have approximately 234,502 shares of Common Stock par value $0.001
outstanding (without giving effect to rounding up for fractional shares). Stockholders will hold the same
percentage interest in the Common Stock on the Effective Date as they held prior to the Reverse Split, but
their interest will be represented by one-one hundredth as many shares. All outstanding options, warrants,
notes, debentures and other securities entitling their holders to purchase shares of Common Stock will be
adjusted as a result of the Reverse Split. The conversion ratio for each instrument will be reduced, and the
exercise price, if applicable, will be increased, in accordance with the terms of each instrument and the
ratio of the Reverse Split.
The Board of Directors reserves the right, notwithstanding the Consenting Stockholders approval and
without further action by stockholders, to elect not to proceed with the Reverse Split if it determines that
the Reverse Split is no longer in the best interests of the Company and its stockholders.
5
Reasons for the Reverse Split
Condition to Lead Investor Financing
The Company has financed operations to date from the proceeds of private placements of Common Stock
and Series B Preferred, the exercise of warrants, the issuances of convertible debentures, and advances
from directors and stockholders. Our business plan anticipates increases in operating expenses and capital
expenditures over the next twelve months in relation to product development, research and development
and marketing. Despite our expectations, we had no agreements to obtain funds through bank loans, lines
of credit or any other sources. Since we had no financing committed, the prospect of being unable to
secure financing to continue as a viable business was a vital concern to our Board of Directors.
On March 29, 2017, we acted to preserve and grow our business by entering into a Lead Investor
Agreement that committed certain investors to subscribe to a private placement offering. For us to
incentivize investment a condition of the agreement was that in the event the offering was fully
subscribed that the Company would effect a reverse split of its Common Stock on a 1/100 basis. On April
3, 2017, the Company announced that the offering was fully subscribed and as a result it was committed
to effect the Reverse Split.
Increased Share Price
The Reverse Split mayset our stock price to a level that we believe would be more consistent with similar
companies in our technology space. The resultant stock price may also meet investing guidelines for
certain institutional investors and investment funds that are currently prevented from investing in our
Common Stock.
We believe that the current per share price level of our Common Stock has reduced the effective
marketability of our stock because many leading brokerage firms are reluctant to recommend low priced
stock to their clients. Some investors view low priced stock as unattractive because of the greater trading
volatility sometimes associated with these stocks. In addition, a variety of brokerage house policies and
practices relating to the payment of brokerage commissions make the handling of low priced stocks
unattractive to brokers from an economic standpoint.
Our stockholders mayalso benefit from relatively lower trading costs associated with a higher stock price.
Many investors pay commissions based on the number of shares traded when they buy or sell our
Common Stock. If our stock price increases, such investors would pay lower commissions to trade a fixed
dollar amount of our stock than they would if our stock price were lower.
For the above reasons, the Company believes that the Reverse Split is in the best interests of both the
Company and its stockholders. The Company expects that after the Reverse Split, the Common Stock will
trade at a price significantly higher than its current market price. However, the Company cannot give any
assurance that it will trade at one hundred times the market price after the Reverse Split.
Certain Risks Associated with the Reverse Split
The Reverse Split could result in a significant devaluation of the Company’s market capitalization and the
trading price of its Common Stock
6
Although the Board of Directors expects that the Reverse Split will result in an increase in the market
price of the Common Stock, it cannot assure you that the market price will increase in proportion to the
reduction in the number of shares outstanding or result in a permanent increase in the market price.
Accordingly, the total market capitalization of the Company after the Reverse Split may be lower than the
total market capitalization before the Reverse Split and, in the future, the market price of the Common
Stock may not exceed or remain higher than the market price prior to the Reverse Split.
The effect of the Reverse Split upon the market price of our Common Stock cannot be predicted with any
certainty, and the history of similar reverse splits for companies in similar circumstances to ours is varied
The market price of the Common Stock is dependent on many factors, including our business and
financial performance, general market conditions, prospects for future success and other factors detailed
from time to time in the reports we file with the Securities & Exchange Commission (“Commission”).
Once the Reverse Split is implemented, the market price for our Common Stock may decline. The
percentage of decline as an absolute number and as a percentage of our overall market capitalization may
then be greater than would have occurred in the absence of the Reverse Split.
The Reverse Split may result in some stockholders owning “odd lots” that may be more difficult to sell or
require greater transaction costs per share to sell
The Reverse Split may result in some stockholders owning “odd lots” of less than 100 shares of our
Common Stock on a post-split basis. These odd lots may be more difficult to sell, or require greater
transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.
The Reverse Split may not generate additional investor interest
While the Board of Directors believes that a higher stock price may generate investor interest, there can
be no assurance that the Reverse Split will result in a per share price gain that will attract institutional
investors or investment funds or that such stock price will satisfy the investing guidelines of institutional
investors or investment funds. As a result, the trading liquidity of our Common Stock may not necessarily
improve.
The reduced number of shares of Common Stock resulting from the Reverse Split could adversely affect
the liquidity of our Common Stock
Although the Board of Directors believes that the decrease in the number of shares of Common Stock
outstanding as a consequence of the Reverse Split and an anticipated increase in the market price of our
Common Stock could encourage market interest and promote greater liquidity, such liquidity could also
be adversely affected by the reduced number of shares outstanding.
Effects of the Reverse Split
Effect on Authorized and Outstanding Shares
We intend to amend our Articles to authorize us to issue up to two hundred and fifty million
(250,000,000) shares of Common Stock (see Resolution (ii) Amendments). Upon effectiveness of the
Reverse Split and the Amendments, the number of authorized shares of Common Stock that are not issued
or outstanding will decrease despite the Reverse Split since adoption of the Amendments will decrease
the number of authorized and available shares available for issuance.
7
Effect on Existing Holders of Common Stock
On the Effective Date, each holder of Common Stock will own a lesser number of shares of Common
Stock. The Reverse Split will affect all holders of Common Stock uniformly but will not affect holders of
Series A Preferred or Series B Preferred. The proportionate voting rights of Common Stock holders will
immediately decrease while the proportionate voting rights of Preferred Stock holders will increase. Each
Common Stock holders’ ownership interest in the Company will decrease on the Effective Date while the
ownership of each Preferred Stock holder will proportionately increase. Future prospective conversions of
Preferred Stock into Common Stock will have a dilutive effect on holders of Common Stock further
decreasing their ownership interests. The number of stockholders of record will not be affected by the
Reverse Split as the Company will issue one (1) whole share of Common Stock for any fractional shares
that might result coincident with the Reverse Split.
Effect on Outstanding Stock Awards; Stock Plans
The Reverse Split will affect outstanding restricted stock awards, restricted stock warrants and options to
purchase our Common Stock. The Reverse Split will also reduce the number of stock options issuable
under the 2015 Stock Option Plan. The per share exercise price of all outstanding option awards will be
increased proportionately and the number of Common Stock shares issuable upon the exercise of all
outstanding option awards and the vesting of unvested restricted stock will be decreased proportionately.
These adjustments will result in approximately the same aggregate exercise price being required to be
paid for all outstanding option awards upon exercise, although the aggregate number of shares issuable
upon exercise of such option awards will be reduced proportionately.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares of Common Stock following the
Reverse Split, our Board of Directors does not intend for this transaction to be the first step in a “going
private transaction” within the meaning of Rule 13e-3 of the Exchange Act. As of April 7, 2017, we had
47 Common Stock holders of record. Accordingly, we expect to continue to have over 47 Common Stock
record holders following the Reverse Split.
Accounting Consequences
The par value per share of our Common Stock will remain unchanged at $0.001 per share after the
Reverse Split. As a result, on the Effective Date, the stated capital on the Company’s balance sheet
attributable to our Common Stock will be decreased proportionately from its present amount, and the
additional paid in capital account will be credited with the amount by which the stated capital is
decreased. Per share Common Stock net income or loss and net book value will increase because there
will be fewer shares of Common Stock outstanding.
Registered Certificated Shares
Registered stockholders hold their shares of Common Stock in certificate form or book entry form. If any
of your shares of Common Stock are held in certificate form, you will receive a letter of transmittal from
the Company’s transfer agent as soon as practicable after the Effective Date. The letter of transmittal will
contain instructions on how to surrender your certificate(s) to the transfer agent. Upon receipt of your
properly completed and executed letter of transmittal and your stock certificate(s), you will be issued the
appropriate number of shares either in certificate form or electronically in book-entry form under the
direct registration system. No new stock certificates will be issued to a stockholder until such stockholder
has surrendered such stockholder’s outstanding certificate(s) to the transfer agent.
8
Beginning on the Effective Date, each certificate representing shares of Common Stock will be deemed
for all corporate purposes to evidence ownership of post Reverse Split shares of Common Stock.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD
NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL
Registered Book-Entry Holders
The Company’s registered common stockholders may hold some or all of their shares electronically in
book-entry form under the direct registration system for securities. These stockholders will not have stock
certificates evidencing their ownership of our Common Stock. They will, however, be provided with a
statement reflecting the number of shares registered in their accounts. If you hold shares in book-entry
form, you do not need to take any action to receive your post Reverse Split shares. If you are entitled to
post Reverse Split shares, a transaction statement will automatically be sent to your address of record
indicating the number of shares you hold.
Non-registered Stockholders
Non-registered stockholders holding Common Stock through a bank, broker or other nominee should note
that such banks, brokers or other nominees may have different procedures for processing the
consolidation than those that would be put in place by the Company for registered stockholders. If you
hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you
are encouraged to contact your nominee
Certain U.S. Federal Income Tax Consequences
The information below is only a summary of certain U.S. federal income tax consequences of a Reverse
Split and does not purport to be a complete discussion of all possible tax consequences. This summary
addresses only those stockholders who hold their shares of Common Stock as "capital assets" as defined
in the Internal Revenue Code of 1986, as amended ("Code"). This discussion does not address all U.S.
federal income tax considerations that may be relevant to particular stockholders in light of their
individual circumstances or to stockholders that are subject to special rules, such as financial institutions,
tax-exempt organizations, insurance companies, dealers in securities, and foreign stockholders. The
following summary is based upon the provisions of the Code, applicable Treasury Regulations
thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which are
subject to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other
laws are not addressed herein. Each stockholder should consult his, her or its own tax advisor as to the
particular facts and circumstances that may be unique to such stockholder and also as to any estate, gift,
state, local or foreign tax considerations arising out of the Reverse Split.
The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of
such stockholder. You should consult with your own tax advisor with respect to the tax consequences of
the Reverse Split. As used herein, the term “U.S. Holder” means a stockholder that is, for U.S. federal
income tax purposes: a citizen or resident of the United States; a corporation or other entity treated as a
corporation for U.S. federal income tax purposes created or organized in or under the laws of the United
States or any state, including the District of Columbia; an estate the income of which is subject to U.S.
federal income tax regardless of its source; or a trust that (i) is subject to the primary supervision of a U.S.
court and the control of one of more U.S. persons or (ii) has a valid election in effect under applicable
U.S. Treasury Regulations to be treated as a U.S. person.
9
The following information is based on the Code, applicable Treasury Regulations, judicial authority and
administrative rulings and practice, all as of the date hereof. The Company’s view regarding the tax
consequences of the reverse stock split is not binding on the Internal Revenue Service or the courts, and
either could adopt a contrary position. In addition, future legislative, judicial or administrative changes or
interpretations could adversely affect the accuracy of the statements and conclusions set forth herein. Any
such changes or interpretations could be applied retroactively and could affect the tax consequences
described herein. No ruling from the Internal Revenue Service or opinion of counsel has been or will be
obtained in connection with the Reverse Split.
No gain or loss should be recognized by a U.S. Holder upon such holder’s exchange of pre-Reverse Split
shares of Common Stock for post-Reverse Split shares of Common Stock. The aggregate tax basis of the
post-Reverse Split shares will be the same as the holder’s aggregate tax basis in the pre-Reverse Split
shares exchanged therefor. The holder’s holding period for the post-Reverse Split shares will include the
period during which the stockholder held the pre-Reverse Split shares surrendered.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE AVAILABLE SHARES OF COMMON
STOCK
The principal reasons for effecting the Reverse Split is to comply with the conditions of the Lead Investor
Agreement and to increase the share price of our Common Stock in order to attract investors. The
Company has not entered into any agreements whereby it has agreed to issue available shares of Common
Stock.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the votes is required for approval of the Reverse Split.
The Company has obtained this approval through the written consent of stockholders casting a majority of
the votes entitled to participate in the approval. Therefore, an extraordinary meeting of the stockholders to
approve the Reverse Split is unnecessary and will not take place for this purpose.
AMENDMENTS TO ARTICLES OF INCORPORATION (Resolutions (ii) and (iii)
On April 7, 2017, the Company’s Board of Directors and the Consenting Stockholders approved the filing
of an amendment to the Articles to decrease the number of authorized shares of Common Stock from five
hundred and twenty five million (525,000,000) par value $0.001 to two hundred and fifty million
(250,000,000) par value $0.001 and to decrease the number of authorized shares of Preferred Stock from
two hundred and fifty million (250,000,000) shares par value $0.001 to seventy-five million shares
(75,000,000) par value $0.001 with no change in the number of designated or outstanding shares of Series
A Preferred or Series B Preferred. The form of the Amendments is attached hereto as Exhibit A.
The decrease in the number of the Company’s authorized shares of Common Stock and authorized shares
of Preferred Stock will be implemented by amending our Articles without changing either the par value of
each designated class of securities or decreasing the number of shares already designated as Series A
Preferred and Series B Preferred.
The Amendments will cause the Company to delete the third article of its Articles, as amended, in its
entirety, providing for a new third article as follows:
10
“Article 3: The Capital Stock shall consist of 250,000,000 shares of common stock,
$0.001 par value, all of which stock shall be entitled to voting power, and 75,000,000
shares of preferred stock, $0.001 par value. To the fullest extent permitted by the laws of
the state of Nevada (currently set forth in NRS 78.195 and 78.1955), as the same now
exists or may hereafter be amended or supplemented, the Board of Directors may fix and
determine the designations, rights, preferences or other variations of each class or series
within each class of preferred stock of the Corporation. The Corporation may issue
shares of Capital Stock for such consideration as may be fixed by the Board of
Directors.”
The decrease in the number of authorized shares of the Company’s Common Stock and authorized shares
of the Company’s Preferred Stock will become effective upon the filing of the amendment to its Articles,
as amended, with the Nevada Secretary of State, which is expected to occur as soon as is reasonably
practicable on or after the twentieth (20th) day following the mailing of this Information Statement to our
stockholders.
Reasons for Decreasing the Number of Authorized Shares of Common and Preferred Stock
The Board of Directors and the Consenting Stockholders determined to decrease the number of shares of
our authorized Common Stock and Preferred Stock in order to reduce the number of shares available for
issuance. We believe that the number of shares currently available for issuance may have a negative
impact on our efforts to attract additional financing due to the dilutive effect of having such a large
number of shares available for issuance. Further, we are committed to issuing an additional 717,760
shares of Preferred B to individuals or entities who subscribed to our most recent private placement
offering in connection with the Lead Investor Agreement, act as our advisors or have entered into debt
settlements with us. Otherwise, the Company has no plans, commitments or arrangements with respect to
issuing authorized but unissued shares of Common Stock or Preferred Stock. For this reason, we believe
that a decrease in the number of shares of our authorized Common Stock and Preferred Stock is in the
best interests of both the Company and its stockholders.
Effects of Filing the Amendments
The filing of the Amendments with the Nevada Secretary of State will have no effect on existing
stockholders of Common Stock, Series A Preferred Stock or Series B Preferred Stock.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE AVAILABLE SHARES OF COMMON
OR PREFERRED STOCK
The principal reason for filing the Amendments is to reduce the number of shares available for issuance.
However, we are committed to issuing 717,760 shares of Preferred B to individuals or entities who
subscribed to our most recent private placement offering, act as our advisors or have entered into debt
settlements with us. Otherwise, the Company has no other plans, commitments or arrangements with
respect to issuing authorized but unissued shares of Common Stock or Preferred Stock.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the votes is required for approval of the Amendments
The Company has obtained this approval through the written consent of stockholders casting a majority of
the votes entitled to participate in the approval. Therefore, an extraordinary meeting of the stockholders to
approve the Amendments is unnecessary and will not take place for this purpose.
11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the total number of shares owned beneficially by each of our directors,
named executive officers, individually and as a group, and the present owners of 5% or more of our total
outstanding shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock. The
Company had 23,450,233 shares of Common Stock, 4,565,000 shares of Series A Preferred Stock and
12,970,648 shares of Series B Preferred Stock issued and outstanding as of April 7, 2017.
Series A Preferred
Series B Preferred
Common Shares
Shares
Shares
Amount and
Amount and
Nature of
Nature of
Beneficial
Amount and Nature of
Beneficial
Ownership
Name and Address of
Beneficial Ownership Percentage Ownership Percentage
(1)
Percentage
Beneficial Owner
(1)
of Class
(1)
of Class
of Class
AjayHans
1018 Cornwall Street
-
New Westminster, BC
Direct and Indirect
0%
4,565,000 (2) 100%
7,862,278 (2)
61%
V3M 1S2
Direct
Indirect
Donald Duberstein
49 Bristol Drive
-
Boynton Beach, FL 33436
Direct and Indirect
0%
-
-
1,189,167(3)
9%
Malek Ladki
2584 Brickland, Drive
-
Ottawa, ON K45C 1R8
Direct and Indirect
0%
-
-
1,600,000(4)
12%
Directors and Executive
Officers as a Group
Direct and Indirect
0%
4,565,000
100%
10,651,445
82%
Direct
Direct and
Indirect
5%+ Stockholders
Stephen Fowler
51 BayView Drive
10,231,000 (5)
Point Roberts, WA 98281
Direct and Indirect
44%
-
-
-
-
Bacarrat Overseas Limited
Pasea Estate Road Town
1,425,280
Tortola, BVI
Direct
6%
-
-
-
-
CPT Secure Inc.
325-3381 Cambie Street
-
Vancouver, BC V5Z 2W6
Direct and Indirect
0%
-
-
855,000
7%
Direct
(1)
Beneficial Ownership is determined in accordance with the rules of the Commission and generally includes voting or
investment power with respect to securities. Each of the beneficial owners listed above has direct ownership and sole
votingpower and with respect to the shares of our Common Stock or Preferred Stock, as applicable.
(2)
Ajay Hans directly holds 4,565,000 shares of Series A Preferred and indirectly holds 3,212,278 shares of Series B
Preferred as the principal of Alligato Inc. and 4,650,000 shares of Series B Preferred as the principal of 085374 C Ltd.
(3)
Don Duberstein directly holds 1,169,167 shares of Series B Preferred and indirectly holds 20,000 shares of Series B
Preferred as the principal of The Duberstein Corporation
(4)
Malek Ladki directly holds 300,000 shares of Series B Preferred and indirectly holds 1,300,000 shares of Series B
Preferred as the principal of Tactus Consulting, Inc.
(5)
Stephen Fowler directly holds 6,851,000 shares of common and indirectly holds 3,380,000 shares of common
comprised of 75,000 as the principal of Forte Finance, LLC, 2,605,000 as the principal of Forte Finance Limited, in
addition to directing 160,000 shares held in trust for his family members and 540,000 held by his wife.
12
Additional Information
The Company is subject to the informational requirements of 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 with 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.
The following documents as filed with the Commission by the Company are incorporated herein by
reference:
1.
Annual Report on Form 10-K for the year ended March 31, 2016; and
2.
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2016, September 30, 2016 and
December 31, 2016.
3.
Current Report on Form 8-K dated April 4, 2017 (Lead Investor Agreement).
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 byreference 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.
We are sending you this Information Statement to you, which describes the purpose and effect of the
above actions. Your consent to the above actions is not required and is not being solicited in connection
with these actions. This Information Statement is intended to provide our stockholders information
required by the rules and regulations of the Exchange Act.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Company has duly caused this report to be signed
on its behalf by the undersigned hereunto authorized.
MOBETIZE CORP.
By Order of the Board of Directors
By: ___________________
Ajay Hans, Chief Executive Officer
Vancouver, Canada
April __, 2017
13
EXHIBIT A
ROSS MILLER
Secretaryof State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
![[f14cpre001.jpg]](https://capedge.com/proxy/PRE 14C/0001211524-17-000039/f14cpre001.jpg)
Website:www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
![[f14cpre003.gif]](https://capedge.com/proxy/PRE 14C/0001211524-17-000039/f14cpre003.gif)
1. Name of corporation:
Mobetize Corp.
![[f14cpre005.gif]](https://capedge.com/proxy/PRE 14C/0001211524-17-000039/f14cpre005.gif)
![[f14cpre007.gif]](https://capedge.com/proxy/PRE 14C/0001211524-17-000039/f14cpre007.gif)
2. The articles have been amended as follows: (provide article numbers, if available)
Article 3: The Capital Stock shall consist of 250,000,000 shares of common stock, $0.001 par value, all of
which stock shall be entitled to voting power, and 75,000,000 shares of preferred stock, $0.001 par value.
To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195 and
78.1955), as the same now exists or may hereafter be amended or supplemented, the Board of Directors
may fix and determine the designations, rights, preferences or other variations of each class or series
within each class of preferred stock of the Corporation. The Corporation may issue shares of Capital
Stock for such consideration as may be fixed by the Board of Directors.
![[f14cpre009.gif]](https://capedge.com/proxy/PRE 14C/0001211524-17-000039/f14cpre009.gif)
![[f14cpre011.gif]](https://capedge.com/proxy/PRE 14C/0001211524-17-000039/f14cpre011.gif)
![[f14cpre013.gif]](https://capedge.com/proxy/PRE 14C/0001211524-17-000039/f14cpre013.gif)
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least
a majority of the voting power, or 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:
4. Effective date of filing: (optional)
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
/
Signature of Officer
*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.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretaryof State Amend Profit-After