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
Check the appropriate box:
| ☒ | Preliminary Information Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☐ | Definitive Information Statement |
VITAXEL GROUP LIMITED
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14c-5(g) |
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☐ Check box if any part of the fee is offset as provided by Exchange Act Rule O-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.
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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Regulation 14C
of the Securities Exchange Act of 1934, as amended
VITAXEL GROUP LIMITED
Bangunan Cheong Wing Chan
Level 4, 41-51, Jalan Maharajalela, 50150
Kuala Lumpur, Malaysia
603–2143- 2889
January __, 2022
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
NOTICE IS HEREBY GIVEN that, on December 6, 2021, the members of the board of directors of Vitaxel Group Limited, a Nevada corporation (the “Company,” “we” or “us”), and on December 9, 2021, the holders of approximately 53% of the voting stock (the “Consenting Stockholders”) of the Company, approved an amendment to our Amended and Restated Articles of Incorporation (the “Amendment”) described below without a meeting of stockholders, in accordance with the Nevada Revised Statutes. The Amendment will (i) a change the name of the Company from “Vitaxel Group Limited” to “HWGC Holdings Limited.” and (i) increase the authorized share capital of the Company from 71,000,000 shares, consisting of 70,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) and 1,000,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), to 425,000,000, consisting of 400,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The enclosed Information Statement is being furnished to furnished to all holders of record of the shares of the Common Stock of the Company, as of the close of business on the record date, December 14, 2021 (the “Record Date”).
Section 78.320 of the Nevada Revised Statutes provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Because the Consenting Stockholders have voted in favor of the Actions, and have sufficient voting power to approve the Actions, no other stockholder consents will be solicited in connection with the Actions described in this Information Statement. The Board is not soliciting your proxy, and proxies are not requested from stockholders.
On the Record Date, there were 54,087,903 shares of Common Stock outstanding, and no shares of Preferred stock outstanding.
The purpose of the Information Statement is to notify our stockholders that the Amendment has been approved by the Consenting Stockholders. You are urged to read the Information Statement in its entirety for a description of the actions taken by the Consenting Stockholders of the Company. The Actions will become effective on a date that is not earlier than twenty-one (21) calendar days after this Information Statement is first mailed to our stockholders.
This Information Statement is being mailed on or about January __, 2022 to stockholders of record on the Record Date. We have asked or will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons.
This is Not a Notice of a Meeting of Stockholders and No Stockholders’ Meeting Will Be Held to Consider Any Matter Described Herein.
| By Order of the Board of Directors | |
| /s/ Leong Yee Ming | |
| Leong Yee Ming | |
| Chief Executive Officer |
VITAXEL GROUP LIMITED
Bangunan Cheong Wing Chan
Level 4, 41-51, Jalan Maharajalela, 50150
Kuala Lumpur, Malaysia
603–2143-2889
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY’S 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
This Information Statement is being furnished to the holders of record of the shares of the common stock, with a par value of $0.0001 per share (the “Common Stock”), of Vitaxel Group Limited, a Nevada corporation (the “Company”), as of the close of business on the record date, December 14, 2021 (the “Record Date”). The purpose of the Information Statement is to notify our stockholders that on December 6, 2021, the Company received the written consent in lieu of a meeting (the “Board Consent”) from the members of the board of directors of the Company (the “Board”) and on December 9, 2021, the Company received a written consent in lieu of a meeting from the holders of approximately 53% of the voting stock (the “Consenting Stockholders”) of the Company.
The Board and the Consenting Stockholders adopted resolutions that authorized an amendment (“Amendment”) to the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to effect (i) a change in the name of the Company from “Vitaxel Group Limited” to HWGC Holdings Limited (the “Name Change”) and (ii) an increase in the authorized share capital of the Company from 71,000,000 shares, consisting of 70,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) and 1,000,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), to 425,000,000 shares, consisting of 400,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock (the “Authorized Share Increase”, and together with the “Name Change,” the “Actions”).
The Actions will become effective on a date that is not earlier than twenty-one (21) calendar days after this Information Statement is first mailed to our stockholders.
Because the Consenting Stockholders have voted in favor of the foregoing actions, and have sufficient voting power to approve such actions, no other consents will be solicited in connection with the transactions described in this Information Statement. The Board is not soliciting proxies in connection with the adoption of these actions, and proxies are not requested from stockholders.
This Information Statement is being mailed on or about January __, 2022 to stockholders of record on the Record Date. We have asked or will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons
Under provisions of the Nevada Revised Statutes, stockholders have no appraisal or dissenters’ rights in connection with the matters described in this Information Statement and we will not independently provide our stockholders with any such right. Section 78.320 of the Nevada Revised Statutes provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Accordingly, pursuant to Section 78.320 of the Nevada Revised Statutes, your approval is not required and is not being sought.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
SUMMARY INFORMATION
The purpose of the Amendment is to effect the Name Change and the Authorized Share Increase. The following is Summary Information regarding the Amendment. This summary does not contain all of the information that may be important to you. You should read in their entirety this Information Statement and the other documents included or referred to in this Information Statement in order to fully understand the matters discussed in this Information Statement.
| Why am I receiving this Information Statement? | It is for your information only. The Name Change and the Authorized Share Increase were approved on December 6, 2021 by written consent of the Board, and on December 9, 2021, by written consent of the Consenting Stockholders. Under these circumstances, federal securities laws require us to furnish you with this Information Statement at least 21 calendar days before effecting the Actions. |
| Who is Entitled to Notice? | Each holder of record of outstanding shares of our Common Stock on the Record Date is entitled to notice of the actions taken pursuant to the written consent of the stockholders |
| Why Did the Company Seek Stockholder Approval? | The approval of a majority of the voting power of the stockholders of the Company is required to approve the Amendment, implementing the Name Change and the Authorized Share Increase pursuant to Section 78.390 of the Nevada Revised Statutes. |
| Why was the Amendment adopted? | The Amendment was adopted for the purposes of increasing the authorized shares of Common Stock and Preferred Stock of the Company and changing the name of the Company from “Vitaxel Group Limited” to “HWGC HOLDINGS LIMITED”. The Amendment was approved by the Company for the reasons and benefits described below. |
Am I being asked to approve the Actions? | No. The Actions have already been approved by the holders of a majority of our voting power and the unanimous written consent of our Board of Directors. No further stockholder approval of the Actions is required. |
| What will the Amendment do? | Our Articles of Incorporation authorizes for issuance 70,000,000 shares of Common Stock, of which 54,087,903 shares of Common Stock are outstanding as of the Record Date, and 1,000,000 shares of Preferred Stock, of which no series have been designated and no shares are outstanding. The Amendment will increase our authorized capital stock from 70,000,000 to 400,000,000 shares of Common Stock and from 1,000,000 to 25,000,000 shares of Preferred Stock and will change the name of the Company to “HWGC HOLDINGS LIMITED.” |
APPROVAL OF THE NAME CHANGE AND THE AUTHORIZED SHARE INCREASE
The principal purposes of the Actions are to file the Amendment to effect the change the Company’s name to “HWGC Holdings Limited.” (the “Name Change”), and to authorize additional shares of common stock and preferred stock for future issuance. The Company is currently authorized to issue up to 70,000,000 shares of Common Stock, and 1,000,000 shares of undesignated Preferred Stock. As of the Record Date, we had 54,087,903 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding.
Name Change
We are engaged in discussions with HWGG Capital PLC, a company organized under the laws of Labuan, Malaysia (“HWGG Capital”) regarding a potential acquisition. At this stage, no definitive terms have been agreed to, neither party is bound to proceed with any transaction and no assurance can be given that a transaction will be completed. We will change our name (the “Name Change”) to “HWGC Holdings Limited” to facilitate the proposed transaction. If the parties determine not to proceed with the business combination, we may change our name back to Vitaxel Group Limited. or adopt another name. Other than the proposed acquisition of HWGG Capital, the Board does not currently have any plans for financings or acquisitions.
Authorized Share Increase
Although at present we have no immediate plans, arrangements or understandings providing for the issuance of the additional shares of Common Stock that would be made available for issuance upon effectiveness of the Authorized Share Increase, such additional shares may be used by us for various purposes in the future without further approval from our stockholders. The purposes may include, among other things:
| ● | the sale of shares to raise additional capital; | |
| ● | the issuance of equity incentives to our employees, officers or directors; | |
| ● | establishment of strategic relationships with other companies and suppliers; and |
| ● | acquisition of other businesses or products. |
The availability of additional shares of Common Stock and Preferred Stock is particularly important in the event that our Board needs to undertake any of the foregoing actions on an expedited basis and thus to avoid the time and expense of seeking stockholder approval in connection with a contemplated issuance of common stock.
Under our current Articles, the Board has the authority, without further action by the stockholders (unless such stockholder action is required by applicable law or the rules of any stock exchange or market on which our securities are then traded), to designate and issue up to 1,000,000 shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the designations, voting powers, preferences and rights of the shares of each wholly unissued series, and any qualifications, limitations or restrictions thereof, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. The Amendment will not change that authority given to the Board, but will only increase the number of undesignated shares of Preferred Stock to 25,000,000 shares.
| ■ | the title and stated value; | |
| ■ | the number of shares being offered; | |
| ■ | the liquidation preference per share; | |
| ■ | the purchase price; | |
| ■ | the dividend rate, period and payment date and method of calculation for dividends; | |
| ■ | whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; | |
| ■ | the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; | |
| ■ | whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; | |
| ■ | whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period; | |
| ■ | voting rights, if any, of the preferred stock; | |
| ■ | preemptive rights, if any; | |
| ■ | restrictions on transfer, sale or other assignment, if any; | |
| ■ | the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; | |
| ■ | any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and | |
| ■ | any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
The Amendment will not affect the terms of the outstanding Common Stock or the rights of the holders of the Common Stock. However, increasing the number of authorized shares of Common Stock may result in potential disadvantages incidental to issuing such additional stock and thereby increasing the number of outstanding shares of Common Stock, such as dilution of the earnings per share, which could have a depressive effect upon the market value of our Common Stock and an adverse effect on the voting rights of current holders of our common stock as their percentage ownership in our Company would be reduced.
Following the Authorized Share Increase, the Company intends to treat stockholders holding the Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Stockholders who hold their shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged to contact their nominees.
Certain Risk Factors Associated with the Authorized Share Increase
In evaluating the Authorized Share Increase, the Board also took into consideration negative factors associated with authorized share increases. These factors included the negative perception of authorized share increases by some investors, analysts and other stock market participants, as well as various other risks and uncertainties that surround the implementation of an authorized share increase, including but not limited to the following:
There can be no assurance that the market price per share of the Common Stock after the Authorized Share Increase will remain unchanged. In the long term the price per share depends on many factors, including our performance, prospects and other factors, some of which are unrelated to the number of shares outstanding. If the Authorized Share Increase is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Authorized Share Increase. The history of similar authorized share increases for companies in similar circumstances is varied.
The Board, however, has determined that the potential benefit of the Authorized Share Increase outweighs the potential disadvantages associated with the increase in the authorized shares of Common stock and Preferred stock. The Board believes that such increase would provide greater flexibility to pursue corporate transactions and relationships which have the potential to facilitate the Company’s growth and development and its ability to compete successfully. If we fail to facilitate growth and development, we may not be able to generate revenues or achieve profitability, and our stockholders may lose their entire investment in us.
The text of the proposed Amendment which contains the Name Change and the Authorized Share Increase is attached hereto as Appendix A.
Appraisal Rights
Under the Nevada Revised Statutes, our stockholders are not entitled to dissenters’ or appraisal rights with respect to the proposed Actions and changes to our Articles of Incorporation and we will not independently provide our stockholders with any such rights.
THE AMENDMENT TO OUR ARTICLES OF INCORPORATION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of the Record Date, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of the 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 directly or indirectly 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 dispose or direct the disposition 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 60 days. Under the Securities and Exchange Commission rules, 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 or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares.
Unless otherwise indicated below, the address of each person listed in the table below is c/o Vitaxel Group Limited, Wisma Ho Wah Genting, No. 35, Jalan Maharajalela, 50150, Kuala Lumpur, Malaysia.
| Name of Beneficial Owner | Number of Shares Beneficially | Percentage (1) | ||||||
| 5% or Greater Stockholders | ||||||||
| Lim Ooi Hong(2) | 4,682,428 | 8.66 | % | |||||
| Lim Chun Yen(3) | 12,263,345 | 22.67 | % | |||||
| Directors and Executive Officers | ||||||||
| Lim Hui Boon | 1,000,000 | 1.85 | % | |||||
| Leong Yee Ming | 10,753,669 | 19.88 | % | |||||
| All Officers and Directors as a Group (2 Persons) | 11,753,669 | 21.73 | % | |||||
(1) Percentage based on 54,087,903 shares of Common Stock outstanding as of the Record Date.
(2) Lim Ooi Hong’s address is No.2A Jalan Setia Tropika u13/20B Setia Eco Park, Selangor, Shan Alam 40170, Malaysia.
(3) Lim Chun Yen’s address is 792 Cameron East Tower, BIK 3B, Gasing Heights Condo, Petaling Jaya, Selangor, 46000, Malaysia.
DISTRIBUTION AND COST
We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding”, is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of this Information Statement to a stockholder at a shared address to which a single copy of this Information Statement was delivered. You may make such a written or oral request by sending a written notification stating (a) your name, (b) your shared address, and (c) the address to which the Company should direct the additional copy of this Information Statement, to Vitaxel Group Limited at the address above. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made in the same manner by mail or telephone to the Company’s principal executive offices.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this Information Statement, which means that we can disclose important information to you by referring you to other documents that we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this Information Statement. This Information Statement incorporates by reference the following documents:
1. Our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021;
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 17, 2021;
3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 18, 2021;
4. Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 15, 2021; and
6. Our Current Report on Form 8-K, dated November 29, 2021, fil\ed with the SEC on November 30, 2021.
Where You Can Find More Information
You may read and copy any reports, statements or other information filed by us at the public reference facilities maintained by the SEC in Room 1590, 100 F Street, N.E., Washington, D.C. 20549. The SEC maintains a website that contains reports, proxy and information statements and other information, including those filed by us, at http://www.sec.gov. You may also access the SEC filings and obtain other information about us through our website, which is http://www.vitaxel.com. The information contained on the website is not incorporated by reference in, or in any way part of, this Information Statement.
OTHER MATTERS
The Board knows of no other matters other than those described in this Information Statement which have been approved or considered by the holders of a majority of the shares of the Company’s voting stock.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT:
Vitaxel Group Limited
Bangunan Cheong Wing Chan
Level 4, 41-51, Jalan Maharajalela, 50150
Kuala Lumpur, Malaysia
603–2143-2889
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN TRANSACTIONS ENTERED INTO BY THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
| By Order of the Board, | ||
| /s/ Leong Yee Ming | ||
| Leong Yee Ming | ||
| Chief Executive Officer |
APPENDIX A
CERTIFICATE OF AMENDMENT
TO THE
Amended and restated
articles OF INCORPORATION
OF
VITAXEL GrOUP LIMITED
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
Vitaxel Group Limited, a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows:
Article 1 of the Corporation’s Articles of Incorporation shall be amended as follows:
“The name of the Corporation is HWGC HOLDINGS LIMITED.”
Article 4.1 of the Articles of Incorporation shall be amended and restated in its entirety to read as follows:
4.1 Number of Authorized Shares: Par Value. The Corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares that the Corporation is authorized to issue is four hundred twenty-five million (425,000,000) shares, of which four hundred million (400,000,000) shares shall be Common Stock, $0.0001 par value per share, and twenty-five million (25,000,000) shares be Preferred Stock, $0.0001 par value per share.
IN WITNESS WHEREOF, this Certificate of Amendment of the Articles of Incorporation has been executed as of this ______ day of __________, 2021.
| Leong Yee Ming | |
| Chief Executive Officer |
