UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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| [X] | Preliminary Information Statement |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| [ ] | Definitive Information Statement |
eWELLNESS HEALTHCARE CORPORATION
(Name of Registrant as Specified In Its Charter)
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| [ ] | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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INFORMATION STATEMENT
OF
eWELLNESS HEALTHCARE CORPORATION
11825 Major Street
Culver City, California90230
(855) 470-1700
To the Holders of Common Stock and Preferred Stock:
This Information Statement (“Information Statement”) has been filed with the Securities and Exchange Commission Stock”) by eWellness Healthcare Corporation, a Nevada corporation (the “Registrant” or “Company”) pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is being furnished to the holders of the Company’s outstanding shares of Common Stock, par value $0.001 per share (the “Common Stock”) and outstanding shares of Series A Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The purpose of this Information Statement is to notify holders of our Common Stock and Preferred Stock (the “Common Stockholders” and “Preferred Stockholders,” respectively) as of September 27, 2019 (the “Record Date”), that in lieu of a meeting of stockholders entitled to vote, the Company received, the written consent of the Company’s Board of Directors and of certain persons who are the holders of a majority of the Company’s shares of voting capital stock, consisting of certain Common Stockholders and Preferred Stockholders (the “Majority Consenting Stockholders”). The Series A Voting Preferred Stock has the right to vote in the aggregate, on all shareholder matters, votes equal to 51% of the total shareholder vote on any and all shareholder matters. The Series A Voting Preferred Stock will be entitled to this 51% voting right no matter how many shares of Common Stock or other voting stock of eWellness Healthcare Corporation voting stock is issued and outstanding in the future. The Series A Voting Preferred Stockholders and certain Common Stockholders holding in the aggregate of 60.12% of the total voting power of all issued and outstanding voting shares of the Company (the “Majority Consenting Stockholders”) together with the unanimous consent of the Company’s Board of Directors, authorized the following in writing their joint consent (the “Joint Written Consent”), a copy of which is attached as Exhibit A hereto:
● The increase in the number of authorized shares of Common Stock from nine hundred million (900,000,000) shares of Common Stock to one billion and nine hundred million (1,900,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”);
We have attached as Exhibit B hereto a form of the proposed amendment of Article IV to the Articles of Incorporation, the increase in authorized shares of Common Stock to one billion and nine hundred million (1,900,000,000) shares, which amendment will not change the authorized twenty million (20,000,000) shares of Preferred Stock.
On September 27, 2019, the Record Date, the Board of Directors of the Company (the “Board”) approved, and recommended for approval to the holders of Series A Voting Preferred Stock and Common Stock having the power to vote with respect to the Common Stock, the: (i) Authorized Common Stock Share Increase (the “Corporate Action”), which Corporate Action was also approved by the Majority Consenting Stockholders on the same date. The Corporate Action by Joint Written Consent in lieu of a meeting was done in accordance with the provisions of Chapter 78.2055 of the Nevada Revised Statute (“NRS”). Accordingly, and based upon the Joint Written Consent of the Majority Consenting Stockholders and Board of Directors, your consent is not required and is not being solicited in connection with the approval of the Action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The Board of Directors believes that the Common Stockholders and Series A Voting Preferred Stockholders of the Company will benefit from this Corporate Action because after the implementation of the Authorized Common Stock Share Increase by the filing of Articles of Amendment with the State of Nevada, the Company shall have available a sufficient number of authorized but unissued and unreserved shares of Common Stock to be able to secure new equity and debt financing as well as provide the Company with greater flexibility in pursuing potential acquisitions and other opportunities to expand and grow its business, although there can be no such assurance that such efforts will be successful. Reference is made to the discussion under “Purpose And Effect Of Increasing The Number Of Authorized Shares” below.
INTRODUCTION
Chapter 78.2055 of the Nevada Revised Statute (“NRS”) provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. The NRS, however, requires that in the event an action is approved by written consent, a Company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company.
In accordance with the foregoing, we will mail the Notice of the Corporate Action to the Common Stockholders and Series A Preferred Stockholders on or about October 31, 2019.
This Information Statement contains a brief summary of the material aspects of the Corporate Action approved by the Board of Directors (the “Board”) of eWellness Healthcare Corporation (the “Company,” “we,” “our” or “us”) and the holders of Series A Voting Preferred Stock, who have voting rights together with the Common Stockholders. The Common Stockholders and Series A Voting Stockholders who have executed the Joint Written Consent constitute the Majority Consenting Stockholders.
SERIES A VOTING PREFERRED STOCK
On September 27, 2019, the Company amended its Articles of Incorporation by filing a Certificate of Designations, Preferences and Rights to authorize 1,000,000 shares of Series A Voting Preferred Stock, par value of $0.001, all of which were issued to the persons set forth on the Joint Written Consent as the holders of all of the Series A Voting Preferred Stock. The Series A Voting Preferred Shares have the right to vote in the aggregate, on all shareholder matters votes equal to 51% of the total shareholder vote on any and all shareholder matters. The Series A Voting Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting capital stock of the Company is issued and outstanding in the future.
As of September 27, 2019, the Record Date, there were issued and outstanding (i) 244,430,551 shares of our Common Stock, and (ii) 1,000,000 shares of our Series A Voting Preferred. Based upon the 244,430,551 shares of Common Stock issued and outstanding, the Series A Voting Preferred Stockholders are entitled to vote and have, in fact, voted in favor of the Corporate Action casting 124,659,581 affirmative votes. In addition, the Series A Voting Preferred Stockholders also own an aggregated of 48,602,921 shares of Common Stock and collectively, the Majority Consenting Stockholders affirmative vote represented 173,462,502 voting shares or 70.97 % of the total voting capital stock of the Company as of the Record Date.
ACTION TO BE TAKEN
The Authorized Common Stock Share Increase will become effective on the date that we file the Amended Articles of Incorporation of the Company (the “Articles of Amendment”) with the Secretary of State of the State of Nevada. Such filing can occur no earlier than twenty (20) calendar days after the mailing of the Definitive Information Statement.
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
General
The number of authorized shares of our Common Stock will be increased from four hundred million (400,000,000) shares to nine hundred million (900,000,000) shares (the “Authorized Common Stock Share Increase”).
As of September 27, 2019, there were 244,430,551 shares of our Common Stock outstanding and approximately 646,744,151 shares of Common Stock reserved for issuance underlying convertible notes, options and warrants. We have been funding our operations utilizing proceeds from convertible notes and expect to do so until we begin to generate significant revenues from our proprietary physical therapy telehealth operations (“PHZIO”). As a result of funding the development of PHZIO and the costs of our operations by the issuance of shares of our Common Stock and the requirement of reserving shares underlying convertible notes, we do not have a sufficient number of authorized but unissued and unreserved shares of Common Stock for near term corporate purposes. See the discussion below under “Purpose and Effect of Increasing the Number of Authorized Shares.”
Purpose and Effect of Increasing the Number of Authorized Shares
The additional shares of Common Stock for which authorization is sought would be part of the existing class of Common Stock, if and when issued. These shares would have the same rights and privileges as the shares of Common Stock currently outstanding. Holders of the Company’s Common Stock do not have preemptive rights to subscribe for and purchase any new or additional issues of Common Stock or securities convertible into Common Stock.
The Board of Directors believes that the increase in the number of authorized shares of Common Stock is in the best interests of the Company and its stockholders. The purpose of increasing the number of authorized shares of Common Stock is to have shares available for issuance for such corporate purposes as the Board of Directors may determine in its discretion, including, without limitation:
| ● | conversion of convertible securities; |
| ● | reserving shares underlying convertible securities; |
| ● | retiring convertible debt; |
| ● | investment opportunities; |
| ● | stock dividends or other distributions; |
| ● | future financings and other corporate purposes; and |
| ● | future acquisitions, among other purposes. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table lists the number of shares of Common Stock of our Company as of September 27, 2019, the Record Date, that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The business address of each beneficial owner listed is in care of 11825 Major Street, Culver City, California, 90230 unless otherwise noted. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent that power may be shared with a spouse.
As of September 27, 2019, we had 224,430,551 shares of Common Stock and 1,000,000 shares of Series A Voting Preferred Stock issued and outstanding.
| Name of Beneficial Owner (1) | Common Stock Beneficially Owned (1) | Percentage of Common Stock Owned (1) | Shares of Series A Preferred Stock Held (2) | Percentage of Series A Preferred Held | Number and Percentage of Total Voting Shares | |||||||||||||||
| Darwin Fogt, CEO and President | 7,400,000 | 3.027 | % | 170,000 | 17 | % | 28,592,129 or 11.70 | % | ||||||||||||
| Douglas MacLellan, Chairman | 7,750,000 | 3.171 | % | 170,000 | 17 | % | 28,942,129 or 11.84 | % | ||||||||||||
| David Markowski, CFO | 3,100,000 | 1.268 | % | 170,000 | 17 | % | 24,292,129 or 9.94 | % | ||||||||||||
| Curtis Hollister, CTO | 26,747,921 | 10.943 | % | 170,000 | 17 | % | 47,940,050 or 19.61 | % | ||||||||||||
| Brandon Rowberry, Director | 500,000 | 0.205 | % | 25,000 | 2.5 | % | 3,616,489 or 1.48 | % | ||||||||||||
| Doug Cole, Director | 800,000 | 0.327 | % | 75,000 | 7.5 | % | 10,149,469 or 4.15 | % | ||||||||||||
| Rochelle Pleskow, Director | 300,000 | 0.123 | % | 25,000 | 2.5 | % | 3,416,489 or 1.40 | % | ||||||||||||
| Director and Officer (7 people) | 46,597,921 | 19.064 | % | 805,000 | 80.5 | % | 146,948,884 or 60.12 | % | ||||||||||||
| (1) | Applicable percentage ownership is based on 244,430,551 shares of Common Stock outstanding as of September 27, 2019. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of September 27, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. | |
| (2) | The 1,000,0000 shares of Series A Preferred Shares have the right to vote in the aggregate, on all shareholder matters votes equal to 51% of the total shareholder vote on any and all shareholder matters. The Series A Preferred Stock will be entitled to this 51% voting right, representing at present 124,659,581 votes based on the 244,430,551 shares of Common Stock outstanding, no matter how many shares of Common Stock or other voting stock of the Company’s stock are issued and outstanding in the future. |
ADDITIONAL INFORMATION
The Company is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”) with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street, NE 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”).
We will also provide without charge, to each person to whom a proxy/information statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any and all of the information that has been incorporated by reference in this 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 proxy statement incorporates). Such requests should be directed to the address and phone number indicated below. This includes information contained in documents filed subsequent to the date on which definitive copies of the information statement are sent or given to security holders, up to the date of responding to the request.
By order of the Board of Directors of
EWellness Healthcare Corporation
11825 Major Street
Culver City, California 90230
(855) 470-1700
| Date: October 1, 2019 | ||
| By: | /s/ Darwin Fogt | |
| Darwin Fogt, Chief Executive Officer | ||
Exhibit A
JOINT WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
AND
MAJORITY CONSENTING STOCKHOLDERS
OF
EWELLNESS HEALTHCARE CORPORATION
September 27, 2019
The undersigned, being all of the Directors ofeWellness Healthcare Corporation, a Nevada corporation (the “Corporation”), hereby unanimously consent to the following resolutions (the “Resolutions”) pursuant to the authority of the Board of Directors as required by the provisions of the Nevada Revised Statutes (“NRS”).
WHEREAS, the Corporation’s Article IV Section 1 shall be amendment and read as follows:
| (1) | The total number of shares of all classes of stock which the Corporation shall have authority to issue shall be one billion nine hundred twenty million (1,920,000,000) shares, of which one billion nine hundred million (1,900,000,000) shares shall be common stock, par value $0.001 per share (the “Common Stock”) and twenty million (20,000,000) shares shall be preferred stock, par value $.001 per share (the “Preferred Stock”). |
FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, in accordance with the foregoing resolutions, authorized, empowered and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver, or cause to be prepared, executed and delivered, any and all certificates, reports, applications, notices, instruments or other documents and to do or cause to be done any and all such other acts and things as, in the opinion of any such officer, may be necessary, appropriate or desirable in order to enable the Corporation fully and promptly to carry out the purposes and intent of the foregoing Resolutions, to make any filings pursuant to applicable laws and rules, and to take all other actions that he or she deems necessary to effectuate and carry out the purposes of the foregoing Resolutions and to permit the transactions contemplated thereby to be lawfully consummated; and
FURTHER RESOLVED, that all actions previously taken by any officer, director, representative or agent of the Corporation, in the name or on behalf of the Corporation or any of its affiliates in connection with the transactions contemplated by the foregoing Resolutions be, and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed of the Corporation.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of the 27 day of September 2019.
| /s/: Darwin Fogt | |
| Darwin Fogt, Director | |
| /s/: Douglas MacLellan | |
| Douglas MacLellan, Chairman | |
| /s/: David Markowski | |
| David Markowski, Director | |
| /s/: Douglas Cole | |
| Douglas Cole, Director | |
| /s/: Curtis Hollister | |
| Curtis Hollister, Director | |
| /s/: Rochelle Pleskow | |
| Rochelle Pleskow, Director | |
| /s/: Brandon Rowberry | |
| Brandon Rowberry, Director |
MAJORITY CONSENTING STOCKHOLDERS
| Name | Shares of Series A Voting Preferred Stock | Shares of Common Stock | Voting Capital Stock (1) | |||
| /s/: Darwin Fogt | 170,000 shares | 7,400,000 shares | 28,592,129 or 11.70% | |||
| /s/: Curtis Hollister | 170,000 shares | 26,747,921 shares | 47,940,050 or 19.61% | |||
| /s/: Douglas C. MacLellan | 170,000 shares | 7,750,000 shares | 28,942,129 or 11.84% | |||
| /s/: David Markowski | 170,000 shares | 3,100,000 shares | 24,292,129 or 9.94% | |||
| /s/: Michael Block | 170,000 shares | 2,000,000 shares | 23,192,129 or 9.49% | |||
| /s/: Doug Cole | 75,000 shares | 600,000 shares | 10,149,469 or 4.15% | |||
| /s/: Brandon Rowberry | 25,000 shares | 500,000 shares | 3,616,489 or 1.48% | |||
| /s/: Rochelle Pleskow | 25,000 shares | 300,000 shares | 3,416,489 or 1.40% | |||
| /s/: Donna Moore | 25,000 shares | 205,000 shares | 3,321,489 or 1.36% | |||
| Total | 1,000,000 shares | 48,602,921 shares | 173,462,502 or 70.97% |
| (1) | Applicable percentage ownership is based on total voting shares and 244,430,551 shares of Common Stock outstanding as of September 27, 2019. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of September 27, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
Exhibit B
STATE OF NEVADA
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
eWellness Healthcare Corporation, a corporation organized and existing under and by virtue of the NRS 78 of the State of Nevada, does hereby certify:
FIRST: That at a meeting of the Board of Directors of eWellness Healthcare Corporation (the “Corporation”), resolutions were duly adopted setting forth a proposed amendment of the Articles of Incorporation of said Corporation, declaring said amendment to be advisable and based upon the written consent of the holders of the Corporation’s Series A Voting Preferred Stock and Common Stock of said Corporation holding a majority of the outstanding shares of voting capital stock (collectively, the “Majority Consenting Stockholders”) for consideration thereof. The resolutions setting forth the proposed amendment are as follows:
RESOLVED, that the Articles of Incorporation of this Corporation be amended by changing the ARTICLE VI so that, as amended, said Article shall be and read as follows:
“ARTICLE VI: The Corporation shall be authorized to issue one billion and nine hundred and twenty million (1,920,000,000) shares of capital stock, of which one billion and nine hundred million (1,900,000,000) shares shall be shares of common stock, par value $0.001 per share (“Common Stock”) and twenty million (20,000,000) shares shall be shares of preferred stock, par value of $0.001 per share, which may be issued in one or more series (“Preferred Stock”). The Board of Directors of the Corporation is authorized to fix the powers, preferences, rights, qualifications, limitations or restrictions of the Preferred Stock and any series thereof pursuant to NRS 78.195, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:
(a) The rate and manner of payment of dividends, if any;
(b) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
(c) The amount payable upon shares in the event of liquidation, dissolution or other winding-up of the Corporation;
(d) Sinking fund provisions, if any, for the redemption or purchase of shares;
(e) The terms and conditions, if any, on which shares may be converted or exchanged;
(f) Voting rights, if any; and
(g) Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the laws of the State of Nevada.
The Board of Directors shall have the authority to determine the number of shares that will comprise each series.
Prior to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series, the appropriate officers of the Corporation shall file such documents with the State of Nevada as may be required by law.”
SECOND: That thereafter, pursuant to resolutions of its Board of Directors, and based upon the written consent of the Majority Consenting Stockholders, who are the holders of a majority of the outstanding shares of voting capital stock of said Corporation in accordance with section 78.320 of Nevada Revised Statutes, the necessary number of shares as required by statute, were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of NRS 78 of the State of Nevada.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 27 day of September 2019.
| By: | /s/ Darwin Fogt | |
| Name: | Darwin Fogt | |
| Title: | Chief Executive Officer, President and Director |
