UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(RULE 14c-101)
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))
( X ) Definitive Information Statement
Cannabis Science, Inc.
(Name of Registrant As Specified In 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 fee 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) Date Filed:
Cannabis Science, Inc.
6946 N Academy Blvd, Suite B #254
Colorado Springs CO 80918
To the Shareholders:
The purpose of this Information Statement is to inform the
holders of record, as of the close of business on November 30,
2009 (the "Record Date"), of shares of the common stock with
voting power of Cannabis Science, Inc., a Nevada corporation
(the "Company"), that our Board of Directors and two
shareholders holding approximately 64.8% of our voting power as
of the Record Date have giving written consent as of November
30, 2009, to approve the following:
To amend the Company's Articles of Incorporation to
increase the number of authorized shares of common stock we
may issue from 30,000,000 to 250,000,000 (the "Share
Increase")
These actions were approved on November 30, 2009, by our Board
of Directors and two shareholders who hold a majority of issued
and outstanding voting securities. We anticipate an effective
date of January 4, 2010, or as soon thereafter as practicable in
accordance applicable law, including the Nevada Revised Statutes
("NRS").
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 accompanying information
statement is furnished only to inform our shareholders of the
actions described above before they take place in accordance
with the NRS and Rule 14c of the Securities Exchange Act of
1934, as amended. This Information Statement is first mailed to
you on or about December 14 2009.
Please feel free to call us at (888) 889-0888 should you have
any questions on the enclosed Information Statement.
Date: December 14, 2009
For the Board of Directors of
Cannabis Science, Inc.
By: /s/ Dr. Robert Melamede
Dr. Robert Melamede
Chief Executive Officer and Director
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Cannabis Science, Inc.
6946 N Academy Blvd, Suite B #254
Colorado Springs CO 80918
INFORMATION STATEMENT
(Definitive)
December 14, 2009
GENERAL INFORMATION
This Information Statement has been filed with the Securities
and Exchange Commission and is being furnished, pursuant to
Section 14C of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), to the holders (the "Stockholders") of the
common stock, par value $0.001 per share (the "Common Stock"),
of Cannabis Science, Inc., a Nevada Corporation (the "Company"),
to notify such Stockholders that on or about November 30, 2009,
the Company received written consents in lieu of a meeting of
Stockholders from two holders of 666,666 shares of Series A
Preferred Stock representing approximately 64.8% of the our
total 1,029,486,279 issued and outstanding shares of voting
stock of the Company (the "Majority Stockholders") to increase
the number of authorized shares of common stock we may issue
from 30,000,000 to 250,000,000 (the "Share Increase").
Accordingly, your consent is not required and is not being
solicited in connection with the approval.
On November 30, 2009, the Board approved the above actions,
subject to approval by the Stockholders.
We are not aware of any substantial interest, direct or
indirect, by security holders or otherwise, that is in
opposition to matters of action taken. In addition, pursuant to
the laws of Nevada, the actions taken by majority written
consent in lieu of a special shareholder meeting do not create
appraisal or dissenters' rights.
Our board of directors determined to pursue shareholder action
by majority written consent presented by our outstanding shares
of stock entitled to vote in an effort to reduce the costs and
management time required to hold a special meeting of
shareholders and to implement the above action to our
shareholders in a timely manner.
The above actions will become effective 20 days following the
filing of the Definitive Information Statement, or as soon
thereafter as is practicable.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND A PROXY.
OUTSTANDING VOTING SECURITIES OF THE COMPANY
As of the date of the consent by the Majority Stockholders, on
November 30, 2009, the Company had 29,487,279 shares of Common
Stock issued and outstanding, and there were 999,999 shares of
Series A Preferred Stock issued and outstanding. Each share of
outstanding Common Stock is entitled to one vote on matters
submitted for Stockholder approval and each share of Series A
Preferred Stock is entitled to one thousand votes per share on
all matters to be voted on by the holders of the Company's
common stock.
On November 30, 2009, the holders of 666,666 shares of Series A
Preferred Stock (or approximately 64.8% of the Company's total
voting stock then outstanding) executed and delivered to the
Company a written consent approving the actions. As the actions
were approved by the Majority Stockholders, no proxies are being
solicited with this Information Statement.
The NRS provides in substance that unless the Company's Articles
provides otherwise, Stockholders may take action without a
meeting of stockholders and without prior notice if a consent or
consents in writing, setting forth the action so taken, is
signed by the Stockholders having not less than the minimum
number of votes that would be necessary to take such action at a
meeting at which all shares entitled to vote thereon were
present.
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to the Company's Bylaws and the NRS, a vote by the
holders of at least a majority of the voting shares is required
to effect the action described herein. As of the Record Date,
the Company had 29,487,279 common shares issued and outstanding
and entitled to vote, which for voting purposes are entitled to
one vote per share and 999,999 Series A Preferred Shares issued
and outstanding and entitled to vote, which for voting purposes
are entitled to one thousand votes per share. The consenting
Majority Stockholders are the record and beneficial owners of a
total of 666,666 shares of the Company's Series A Preferred
stock, which represents approximately 64.8% of the total number
of voting shares. The consenting Majority Stockholders voted in
favor of the actions described herein in a written consent,
dated November 30, 2009. No consideration was paid for the
consent. The consenting stockholders' name, affiliation with
the Company and beneficial holdings are as follows:
Title of Class Name and Address of Amount and Percentage of Percentage of
Beneficial Owner Nature of Class (1) Voting Power (2)
beneficial
ownership
Series A Dr. Robert Melamede 333,333 33.3% 32.4%
Preferred (3)
Stock 6946 N Academy Blvd
Suite B #254
Colorado Springs,
CO 80918
Series A Richard Cowan (4) 333,333 33.3% 32.4%
Preferred 6946 N Academy Blvd
Stock Suite B #254
Colorado Springs,
CO 80918
Series A All Executive 666,666 66.6% 64.8%
Preferred Officers and
Stock Directors
1. Percentage of class is based on 999,999 shares of Series A
Preferred Stock issued and outstanding as of November 30,
2009. Beneficial ownership is determined in accordance with
Rule 13d-3 under the Exchange Act. The persons and entities
named in the table have sole voting and sole investment power
with respect to the shares set forth opposite that person's
name, subject to community property laws, where applicable.
2. Percentage of voting power is calculated based on
29,487,279 shares of common stock issued and outstanding as
of November 30, 2009 and 1,000 times the 999,999 shares of
Series A Preferred Stock issued and outstanding as of
November 30, 2009
3. Dr. Melamede is our President, Chief Executive Officer and a
Director.
4. Mr. Cowan is our Chief Financial Officer and a Director.
ACTION: TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF FROM
30,000,000 TO 250,000,000 (THE "SHARE INCREASE")
On November 30, 2009, our Board of Directors approved, subject
to receiving the approval of two holders of a majority of our
outstanding capital stock, an amendment and restatement of our
Articles of Incorporation (the "Restated Articles"), to increase
the number of authorized shares of common stock we may issue
from 30,000,000 to 250,000,000 (the "Share Increase"). The
Majority Stockholders approved the Restated Articles pursuant to
a written consent dated as of November 30, 2009. The Restated
Articles effecting the share increase will become effective
following filing with the Secretary of State of the State of
Nevada, which will occur promptly following the 20th day after
the filing of the Definitive Information Statement.
We are currently authorized by our Certificate of Incorporation
to issue 30,000,000 shares of common stock, $0.001 par value per
share and 1,000,000 shares of preferred stock, $0.001 par value
per share. Pursuant to the Amendment we will increase the
number of common shares we are authorized to issue to
250,000,000 shares of common stock, $0.001 par value per share.
As of the date the Amendment was approved by our Board and the
Majority Stockholders, there were 29,487,279 shares of our
common stock issued and outstanding.
Reasons for the Share Increase
Our Board believes it is in our best interests and the best
interests of our stockholders to increase the number of
authorized shares of our common stock to allow for the issuance
of shares of our common stock or other securities in connection
with such potential issuances and such other purposes as the
Board determines. The Board believes that the Share Increase
will afford the Company greater flexibility in seeking capital
and potential acquisition targets. The Board has no immediate
plans, understandings, agreement or commitments to issue shares
of Common Stock for any purposes.
Effect of the Share Increase
The increase in the authorized number of shares of our common
stock will permit our Board to issue additional shares of our
common stock without further approval of our stockholders, and
our Board does not intend to seek stockholder approval prior to
any issuance of the authorized capital stock unless stockholder
approval is required by applicable law or stock market or
exchange requirements. Our issuance of additional shares of
common stock may result in substantial dilution to our existing
stockholders, and such issuances may not require stockholder
approval.
We presently do not have in place provisions which may have an
anti-takeover effect. The increase in the authorized number of
shares of our common stock did not result from our knowledge of
any specific effort to accumulate our securities or to obtain
control of us by means of a merger, tender offer, proxy
solicitation in opposition to management or otherwise, and we
did not take such action to increase the authorized shares of
our common stock to enable us to frustrate any efforts by
another party to acquire a controlling interest or to seek
representation on our Board.
The issuance of additional shares of our common stock may have a
dilutive effect on earnings per share and on the equity and
voting power of existing security holders of our common stock.
It may also adversely affect the market price of our common
stock. However, if additional shares are issued in transactions
whereby favorable business opportunities are provided, the
market price of our common stock may increase.
The holders of our common stock are entitled to one vote for
each share held of record on all matters to be voted on by our
stockholders.
The holders of our common stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board out of
funds legally available. We have not paid any dividends since
our inception, and we presently anticipate that all earnings, if
any, will be retained for development of our business. Any
future disposition of dividends will be at the discretion of our
Board and will depend upon, among other things, our future
earnings, operating and financial condition, capital
requirements, and other factors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information
regarding the Common Stock owned on November 30, 2009 by (i)
each person who is known by the Company to own beneficially more
than 5% of its outstanding Common Stock, (ii) each director and
officer, and (iii) all officers and directors as a group:
Names and Address (1) Number of Shares Percentage (2)
Owned
Dr. Richard Melamede (3) 1,007,000 3.4%
6946 N Academy Blvd
Suite B #254
Colorado Springs, CO 80918
Richard Cowan (4) 1,007,000 3.4%
6946 N Academy Blvd
Suite B #254
Colorado Springs, CO 80918
All Directors And Officers 2,014,000 7.8%
As A Group
Bogat Family Trust 1,590,000 6.2%
c/o Cannabis Science Inc.
6946 N Academy Blvd
Suite B #254
Colorado Springs, CO 80918
Cannex Therapeutics LLC 6,996,000 27.2%
548 Market Street
Suite 16645
San Francisco, CA 94104
K&D Equity Investments, Inc. 2,100,000 7.1%
16928 Club Hill Drive
Dallas, Texas 75248
1. The person named in this table has sole voting and
investment power with respect to all shares of common stock
reflected as beneficially owned.
2. Based on 29,487,279 shares of common stock outstanding as
of November 30, 2009.
3. Dr. Melamede is our President, Chief Executive Officer and
a Director.
4. Mr. Cowan is our Chief Financial Officer and a Director.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (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 (the "1934 Act Filings") with the
Securities and Exchange Commission (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
("EDGAR").
NO DISSENTER'S RIGHTS
The Stockholders have no right under the Nevada Revised
Statutes, the Articles consistent with above or by-laws to
dissent from any of the provisions adopted in the Amendments.
EFFECTIVE DATE
Pursuant to Rule 14c-2 under the Exchange Act, the above actions
shall not be effective until a date at least twenty (20) days
after the date on which the Definitive Information Statement has
been mailed to the Stockholders. The Company anticipates that
the actions contemplated hereby will be effected on or about the
close of business on January 4, 2010.
MISCELLANEOUS MATTERS
The entire cost of furnishing this Information Statement will be
borne by the Company. The Company will request brokerage
houses, nominees, custodians, fiduciaries and other like parties
to forward this Information Statement to the beneficial owners
of the Common Stock held of record by them and will reimburse
such persons for their reasonable charges and expenses in
connection therewith. The Board of Directors has fixed the
close of business on November 30, 2009, as the record date (the
"Record Date") for the determination of Stockholders who are
entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant
to Section 14C of the Exchange Act and Regulation 14C and
Schedule 14C thereunder, and, in accordance therewith, the above
actions will not become effective until at least 20 calendar
days after the filing of the Definitive Information Statement.
This Information Statement is being mailed on or about December
14, 2009 to all Stockholders of record as of the Record Date.
CONCLUSION
As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of
the above actions. Your consent to the above action is not
required and is not being solicited in connection with this
action. This Information Statement is intended to provide our
stockholders information required by the rules and regulations
of the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL
PURPOSES ONLY.
Date: December 14, 2009
For the Board of Directors of
Cannabis Science, Inc.
By: /s/ Dr. Robert Melamede
Dr. Robert Melamede
Chief Executive Officer and Director