UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934
___________________
LION CONSULTING GROUP INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware
(State or other jurisdiction of incorporation)
000-54906
(Commission File No.)
99-0373067
(IRS Employer Identification No.)
Albulastrasse 55, Zurich
Switzerland V8 8048
+41 44 512 51 00
(Address and Telephone Number of Registrant)
___________________
Approximate Date of Mailing: July 15, 2015
Lion Consulting Group Inc.
Albulastrasse 55, Zurich
Switzerland V8 8048
+41 44 512 51 00
Information Statement Pursuant to Section 14(F) of the
Securities Exchange Act of 1934 and
Securities and Exchange Commission Rule 14f-1
Notice of Change in the
Majority of the Board of Directors
July 15, 2015
NO VOTE OR OTHER ACTION BY THE COMPANY'S STOCKHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE STOCKHOLDERS OF LION CONSULTING GROUP INC.
INTRODUCTION
This Information Statement is being furnished to all holders of record of common stock, par value $0.001, of Lion Consulting Group Inc. a Delaware corporation (the “Company”), pursuant to the requirements of Section 14(f) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder, in connection with the sale by Patrick Meier, the Company’s current sole director, of a majority of the Company’s outstanding shares to Gergely Toth (the “Share Purchase”).
In connection with the Share Purchase, the Company’s Board composition will change. The Board currently consists of one director, Patrick Meier. Ten days after this Information Statement has been mailed to the Company’s stockholders of record (approximately July 25, 2015) (the “Appointment Date”), Mr. Meier will resign from the Board. Simultaneous with such resignation, Dr. Thomas Roger Sawyer and Dr. Gergely Toth shall become the Company’s directors.
No action is required by the Company’s stockholders in connection with this Information Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require the mailing of the information in this Information Statement to the Company’s stockholders of record at least ten (10) days prior to the date of a change in a majority of the Company’s directors, if such change is not effected at a meeting of the Company’s stockholders and is the result of a change in control. The Share Purchase resulted in a change of control. Accordingly, the resulting change of the Company’s director will not occur until at least ten (10) days following the mailing of this Information Statement. The Company will mail this Information Statement to its stockholders of record on or about the date first shown above.
Please read this Information Statement carefully. It contains certain biographical and other information concerning the Company’s proposed directors on the Appointment Date.
CHANGE OF CONTROL
On May 31, 2015, the Company experienced a change in control of the Company. In the Share Purchase, Patrick Meier transfered to Dr. Toth 2,500,000 shares of common stock of the Company, representing approximately 51.46% of the issued and outstanding shares of the Company on the date hereof. As the result of the Share Purchase, Dr. Toth became the Company’s majority shareholder capable of approving all corporate actions that do not require greater than a simple majority vote of the outstanding shares or the approval of a majority of the disinterested shareholders (in each instance as may be set out under Delaware law, the Company’s Articles of Incorporation of the Company’s Bylaws).
VOTING SECURITIES
The Company’s common stock is its only class of equity securities that is entitled to vote at a meeting of its stockholders. Each share of the Company’s common stock entitles the holders thereof to one vote. As of June 30, 2015, there were 4,850,000 shares of the Company’s common stock issued and outstanding. The intended change of the composition of the Company’s Board in connection with the Share Purchase is not subject to a stockholder vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Prior to the Share Purchase
The following table sets forth, as of May 15, 2015, certain information regarding the ownership of the Company’s capital stock by the sole director and executive officer, each person who is known to the Company to be a beneficial owner of more than 5% of any class of the Company’s voting stock, and by all officers and directors of the Company as a group. Unless otherwise indicated below, to the Company’s knowledge, all persons listed below have sole voting and investing power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable community property laws.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within sixty (60) days of May 15, 2015 are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and is based on 4,850,000 shares of common stock issued and outstanding on a fully diluted basis, as of May 15, 2015.
| NAME AND ADDRESS OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS |
Patrick Meier Segelhalde 22 5405 Baden Switzerland President, CEO, CFO, and Director and greater than 5% holder of common stock | 2,500,000 (common stock) | 51.46% |
| | | |
All officers and directors as a group (1 person) | 2,500,000 (common stock) | 51.46% |
Following the Appointment Date
The following table sets forth the number of shares of the Company’s common stock expected to be beneficially owned by the following persons or groups on the Appointment Date (assuming the completion of the Share Purchase): (i) each person known by the Company which it expects to be the beneficial owner of more than 5% of its outstanding shares of common stock following the consummation of the Share Purchase; (ii) each of its proposed directors following the Appointment Date; and (iii) all of its proposed executive officers and directors as a group. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person or a group and the percentage of ownership of that person or group, shares of its common stock subject to options, warrants or any other security currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this Information Statement, are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. In determining the percentages, the following table assumes 4,850,000 shares of the Company’s common stock will be issued and outstanding on the Appointment Date.
| NAME AND ADDRESS OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS |
Gergely Toth CEO, director and greater than 5% holder of common stock | 2,500,000 | 51.46% |
| | | |
Thomas Roger Sawyer COO and director | - | - |
| | | |
All officers and directors as a group (2 people) | 2,500,000 | 51.46% |
DIRECTORS
Following the Appointment Date, the Board will add two directors to the Board. On that date, Mr. Meier will resign from the Board and from all other positions held with the Company. Also on that date, Thomas Roger Sawyer and Gergely Toth will become the Company’s sole directors.
The following discussion sets forth the information regarding the Company’s current director and its proposed directors after the Appointment Date. If the proposed directors should become unavailable for any reason, which the Company does not anticipate, its Board will appoint any substitute nominee or nominees as the Board in its sole discretion deems necessary.
Current Director
Patrick Meier has extensive experience in the pharmaceutical industry. From September of 1999 through December of 2012, he served as a sales representative for Roche Pharma Schweiz AG in Basel, Switzerland. From January of 1997 through August of 1999, he was a medical representative for Novartis Pharma Schweiz AG in Bern, Switzerland. From January 1996 through December of 1996, he was a medical representative for Searle SA in Geneve, Switzerland. From January of 1994 through December of 1995, he served as a training supervisor of chemical technicians for F. Hoffmann-LaRoche in Basel, Switzerland. Mr. Meier attended the KLZ Sales Manager School from 1999-2003, and the FEUSI School of Pharmaceutical Consultancy from 1997 to 1998. In addition, he has attended several workshops in sales and communication and sales strategy and tactics at Krauthammer International. In addition, he is a Certified Pharmaceutical Consultant with the Swiss Health Quality Association (SHQA) in Bern, Switzerland.
Proposed Directors Following the Appointment Date
On the Appointment Date, the following individuals are expected to serve as the Company’s sole directors:
| Name | Age | Title |
| Thomas Roger Sawyer | 45 | Director |
| Gergely Toth | 43 | Director |
BIOGRAPHICAL INFORMATION
Thomas Roger Sawyer completed his doctorate in biological sciences at the University of Glasgow in 2000 and quickly moved into the corporate world, starting the information technology companies Weather2 Limited and Advance Weather Applications for which he served in the role of Chief Technology Officer. While helping to build and grow these companies, he also began consulting for clients in the logistics industry, providing strategy, technical architecture and business process consultancy for companies including Global Freight Solutions and Nightline. Dr. Sawyer completed an Executive MBA at the University of Cambridge, graduating in 2012, specializing in corporate finance and management science and completed his thesis on the use of data for predictive analytical tools in industry. It was from Cambridge that he was recruited to work for private equity investors providing advice on project due diligence, appraisal, corporate structuring and economic valuation of minerals assets in southern and eastern Africa. After completing the due diligence work on assets and carrying out the initial corporate structuring he was appointed CEO of East African Gold, a gold exploration company headquartered in Mauritius and with extensive exploration licenses in the east African country of Uganda, in late 2011.
This company successfully raised capital in excess of USD $4 million and has carried out extensive exploration activities in a large area in a remote region of the country, with up to 100 employees and wide-reaching operations capabilities. Dr. Sawyer has experience of starting and structuring companies, raising capital, IPOs, mergers, setting up joint ventures and corporate strategy. His background in research science allows him to incorporate the technical aspects of the development of minerals projects with his experience in management and corporate finance, allowing this to be build into the overall business strategy and direction. He has been a speaker at international minerals conferences in east Africa. Dr. Sawyer has board experience in a number of industries; for Weather2 and Advanced Weather Applications in the area of information technology and business intelligence; Capro Ltd, an investment advisory and consultancy company specializing in direct investment in African businesses, and, in the minerals industry as Director of each of the East African Gold group companies, East African Mining, (Uganda) East African Gold Ltd (Mauritius) and East African Gold plc (Jersey).
Dr. Sawyer is currently a director of Silverton Energy, Inc. Other than this company, he is not a director of any company that is required to file reports under the Securities Exchange Act of 1934.
Gergely Toth received his MS in Chemistry at the University of Szeged and later his PhD from the Department of Biomedical Sciences at Creighton University in 2001. He was a post-doctoral fellow at the Department of Molecular Biology at the University of California at Berkeley between 2001 and 2002. Dr. Tóth is a graduate of the Global BioExecutive program of the BioExecutive Institute (University of California, Berkeley, Haas School of Business; 2005). Dr. Tóth also received an Executive MBA from the University of Cambridge (UK) in 2012.
Dr. Tóth is the founder and CEO of Gardedam Therapeutics (California, USA, 2009), an early state biopharmaceutical company focusing on novel drug discovery research for Parkinson’s and Alzheimer’s disease. Dr. Tóth is also affiliated with the University of Cambridge in the UK, (Department of Clinical Neurosciences, Wolfson Brain Imaging Centre) since 2009, where he has been an Investigator in the NIHR Biomedical Research Unit on Dementia and of the Neurodegenerative Disease Initiative on AD funded by the Wellcome Trust and Medical Research Council. In addition, Dr. Tóth heads the Neurodegenerative Disease Drug Discovery research group since 2014 at the Academy of Sciences of Hungary in Budapest. Dr. Tóth’s research interests are the biophysical/structural biology aspects and therapeutic targeting of proteins that misfold and lose their native functions and/or gain toxic functions implicated in neurodegenerative diseases. Dr. Tóth is also a visiting lecturer in the Business of Biotechnology at the School of Pharmacy at the University College London.
Previously, Dr. Tóth was at Protein Mechanics (California, Mountain View) (later Locus Pharmaceuticals) where he was the Director of Computer Aided Drug Discovery Group between 2002-2005. Here he was a key contributor to leading both research and business development efforts and to selling Protein Mechanics to Locus Pharmaceuticals in 2004. From 2005-2009, Dr. Tóth was at Elan Pharmaceuticals (California, South San Francisco) in various roles mostly in drug discovery research for Parkinson’s and Alzheimer’s diseases. Dr. Tóth has been a strategic scientific consultant at Elan Pharmaceuticals between 2009-2013. Dr. Tóth published over 35 peer reviewed articles and patents on the topics of life sciences, drug discovery and the business of biotechnology, and he actively presents in various international conferences.
Dr. Toth is not a director of any company that is required to file reports under the Securities Exchange Act of 1934.
Certain Legal Proceedings Involving Directors or Executive Officers
To the Company’s knowledge, none of its officers (exiting or proposed) or its directors (existing or proposed) have, during the last ten years:
| | ● | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| | ● | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
| | ● | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
| | ● | been found by a court of competent jurisdiction in a civil action or by the United States Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| | ● | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| | ● | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
CORPORATE GOVERNANCE
Director Independence
Because the Company’s common stock is not currently listed on a national securities exchange, it has used the definition of “independence” of The NASDAQ Stock Market to determine whether its current and proposed directors are independent. The Board has determined that Mr. Meier does not, and Dr. Sawyer and Dr. Toth will not, qualify as “independent” in accordance with the published listing requirements of The NASDAQ Stock Market and for purposes of Section 16 of the Exchange Act because Mr. Meier has recently served, and Dr. Sawyer and Dr. Toth currently serve, as executive officers of the Company. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Act, requires the Company’s executive officers and directors and persons who beneficially own more than 10% of a registered class of its equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of its common shares and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on the Company’s review of the copies of such forms received by it, and to the best of its knowledge, the only persons to whom the Company believes this would applicable are Mr. Meier and Mr. Philippe Wagner from whom Mr. Meier acquired his shares in August 2014. Neither of Mr. Meier nor Mr. Wagner has filed all of the required reports in a timely manner.
Audit Committee Information
The Company’s Board does not have a separate audit committee. Given the Board has never consisted of more than one director and the lack of independent directors throughout the Company’s history, the Board has determined that it is appropriate for the Board to act as the audit committee. The Company’s Board has not adopted a charter for the audit committee. The Company does not have a financial expert, as that term is defined in Item 407(d)(5) of Regulation S-K, on its Board.
In connection with the Company’s audited financial statements for the fiscal year ended March 31, 2014, the Board reviewed and discussed the audited financial statements with management; discussed with the Company’s independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T; received the written disclosures and the letter from the independent accountant required by applicable requirements of the PCAOB regarding the independent accountant’s communication with the audit committee concerning independence, and discussed with the independent accountant the independent accountant’s independence. Based on the review and reports of the discussions above, the Board determined to include the audited financial statements in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2014.
Nominating Committee
The Company’s Board does not have a separate nominating committee. Given the Board has never consisted of more than one director and the lack of independent directors throughout the Company’s history, the Board has determined that it is appropriate for the board to act as the nominating committee, which has resulted in directors who are also executive officers making nominating decisions. The Company’s Board has not adopted a charter for the nominating committee. The Company’s Board has never adopted a policy concerning the nomination of directors or consideration of director candidates recommended by security holders. Historically, the Company has identified potential nominees from people known to its directors and officers who had knowledge and experience relevant to the Company’s business.
Compensation Committee
The Company’s Board does not have a separate compensation committee. Given the Board has never consisted of more than one director, the lack of independent directors throughout the Company’s history and that the Company has never paid compensation to its directors and officers, the Board has determined that it is appropriate for the Board to act as the compensation committee. The Company’s Board has not adopted a charter for the compensation committee.
Compensation Committee Interlocks and Insider Participation
No member of the Board or executive officer of the Company has served as a member of the Board or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors.
Stockholder Communication
Stockholders may communicate with any and all members of the Board by mailing correspondence to the Company at the address first provided in this Information Statement.
Stockholders should clearly specify in each communication the name of the director to whom the communication is directed and that the communication is from a stockholder.
EXECUTIVE COMPENSATION
The Company has no fulltime employees. The Company currently has no operations and does not require the services of full-time persons to execute its corporate strategies. Engaging professional consultants under part-time contracts allows the Company to conserve its limited cash resources while applying appropriate resources to technical and executive tasks. If the Company is successful in its growth strategies, its employment practices may change to more traditional employer/employee relationships as appropriate.
The Company has never provided its executive officers and directors with any compensation, including any restricted shares awards, options or any other payouts. As such, the Company has not included a Summary Compensation Table.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.
Outstanding Equity Awards at Fiscal Year-End
The Company’s current and former directors and officers do not have unexercised options, stock that has not vested or equity incentive plan awards.
Employment Agreements and Arrangements
The Company has no employment agreements. There is currently no arrangement or agreement by which either Dr. Toth or Dr. Sawyer will receive compensation for his services as a director or officer.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
AND CERTAIN CONTROL PERSONS
Other than as in any reports filed by us with the SEC, there have been no related party transactions (including with current or proposed directors, officers and beneficial owners of more than 10% of the Company’s outstanding shares), or any other transactions or relationships required to be disclosed pursuant to Item 404 Regulation S-K. The Company is currently not a subsidiary of any company.
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings relating to securities or other proceedings that could have an adverse impact on the Company in which any director, officer, or any owner of record or beneficial owner of more than five percent of any class of voting securities of the Company (in each instance, current or proposed), or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
WHERE CAN YOU FIND ADDITIONAL INFORMATION
The Company is required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials that the Company files with the SEC at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The Company’s SEC filings are also available to the public from the SEC’s website at http://www.sec.gov.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPANY: | LION CONSULTING GROUP INC. |
| | |
| Dated: July 16, 2015 | By: /s/ Thomas Roger Sawyer |
| | | Thomas Roger Sawyer |
| | | Chief Operating Officer |
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