UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14C
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary information statement |
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Confidential, for use of the Commission
only (as permitted by Rule 14c-5(d)(2)) |
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Definitive information statement |
WOWIO,
INC.
(Name of Registrant as Specified in Its
Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
WOWIO, INC.
9107 Wilshire Blvd., Suite 450
Beverly Hills, CA 90210
DEFINITIVE INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
INTRODUCTION
This Information Statement is furnished
to the stockholders of Wowio, Inc., a Texas corporation, in connection with action taken by our board of directors and the holders
of a majority in interest of our voting capital stock to effect an Amendment to our Certificate of Formation (“Amendment”).
The foregoing action has been ratified by the written consent of the holders of a majority in interest of our voting capital stock,
consisting of our outstanding common stock, outstanding Series A, Series B, Series C, Series D, Series E, and Series F Preferred
Stock, as well as our board of directors, by written consent on August 14, 2015. We anticipate that a copy of this Definitive Information
Statement will be mailed to our shareholders as of the date hereof. We have attached a copy of the Amendment to this Information
Statement for your reference.
The Amendment was effected as of August
14, 2015 but, under federal securities laws, is not effective until at least 20 days after the mailing of this Information Statement.
We anticipate that the effective date for the Amendment will be on or about September 9, 2015.
RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION
If the Amendment was not adopted by majority
written consent, it would have been required to be considered by our stockholders at a special stockholders’ meeting convened
for the specific purpose of approving the Amendment. The elimination of the need for a special meeting of stockholders to approve
the Amendment is made possible by Section 6.201 of the Texas Business Organization’s Code (the “TBOC”), which
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, may be substituted for such a special meeting. Pursuant to the TBOC, a majority in interest of our capital
stock entitled to vote thereon is required in order to approve the Amendment. In order to eliminate the costs and management time
involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all of our shareholders
that the Amendment be adopted by majority written consent and this Information Statement to be mailed to all stockholders as notice
of the action taken.
The record date for purposes of determining
the number of outstanding shares of our voting capital stock, and for determining stockholders entitled to vote, is the close of
business on August 14, 2015 (the “Record Date”). As of the Record Date, we had outstanding:
| (i) | 1,254,989,063 shares of common stock; |
| (ii) | 5,000,000 shares of Series A Preferred Stock; |
| (iii) | 0 shares of Series B Preferred Stock; |
| (iv) | 300 shares of Series C Preferred Stock; |
| (v) | 4 shares of Series D Preferred Stock; |
| (vi) | 0 shares of Series E Preferred Stock; |
| (vii) | 0 shares of Series F Preferred Stock; |
The transfer agent for our common stock
is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598
NO MEETING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes in connection
with the Amendment. The persons that have consented to the Amendment hold a majority of the Company’s outstanding voting
rights and, accordingly, such persons have sufficient voting rights to approve the Amendment.
AMENDMENT TO THE CERTIFICATE OF FORMATION
We are amending Section 5 of our Certificate
of Formation to:
| · | Increase the authorized common stock from 5 billion to 20 billion; |
This Amendment to our Certificate of Formation
will enable the Company’s board of directors to issue additional shares of common and preferred stock for consideration deemed
adequate in exchange for such shares. We have attached a copy of the Amendment to this Information Statement.
PLANS, ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON STOCK
We have discussed the possibility of issuing
shares of common stock of the Company as a stock dividend, remuneration for management services, debt settlement, and incentive
plans for new employees. We do not have any agreements, arrangements, or understandings yet with respect to any further issuances
of shares of common stock, but it is likely that we will issue more common stock up to the amount of common stock authorized by
the amended Certificate of Formation. Any material common stock issuances will be disclosed in accordance with the disclosure requirements
of the Securities Exchange Act of 1934.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial
ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of the outstanding
shares of our common stock, and our executive officers and directors as a group, as of August 14, 2015. Beneficial ownership is
determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Unless
otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has
the same address as us. Our address is 9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210. As of August 14, 2015, we had 1,254,989,063
shares of common stock outstanding, 5,000,000 shares of Series A Preferred Stock outstanding, 300 shares of Series C Preferred
Stock outstanding, and 4 shares of Series D Preferred Stock outstanding. While each of our shares of common stock holds one vote,
each share of our Series A preferred stock holds 50 votes, and each share of our Series C preferred stock may not vote on any matters,
questions or proceedings of this Company. The total aggregate issued shares of Series D Preferred Stock at any given time, regardless
of their number, have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued
and outstanding at the time of voting, plus ii) the total number of shares of Series A, Series, B, Series C, Series E, and Series
F Preferred Stock which are issued and outstanding at the time. The following table describes the ownership of our voting securities
(i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us
to
Name of
Beneficial
Owner(1)(2) |
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Number of
Shares of
Series A Preferred
Stock
Beneficially
Owned |
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Number of
Shares of
Common
Stock
Beneficially
Owned |
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Total
Number of
Shares
Beneficially
Owned(2) |
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Voting
Interest
based on
1:1
Conversion
of Series A Preferred
Stock
(%)(3) |
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Voting
Interest
based on
1:2
Conversion
of Series A Preferred
Stock
(%)(3) |
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Voting
Interest
Without
Giving
Effect to
Conversion
of Preferred
Stock
(%)(3) |
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Brian Altounian (4) |
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4,330,000 |
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750,000,770 |
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754,330,770 |
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59.88 |
% |
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60.22 |
% |
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59.76 |
% |
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Zach Pennington (5) |
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85,000 |
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588 |
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85,588 |
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* |
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* |
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* |
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Robert H. Estareja (6) |
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250,000 |
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250,001,671 |
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250,251,671 |
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19.87 |
% |
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19.83 |
% |
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19.92 |
% |
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All directors and named executive officers as a group (3 individuals) |
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4,665,000 |
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1,000,003,029 |
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1,004,668,029 |
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79.76 |
% |
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15.45 |
% |
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79.83 |
% |
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*Less than 1%
(1) Except as otherwise
indicated, the address of the beneficial owner is c/o WOWIO, Inc., 9107 Wilshire Blvd., Suite 450, West Hollywood, CA 90069.
(2) Except as specifically
indicated in the footnotes to this table, the persons named in this table have sole voting and investment power with respect to
all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable. Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options, warrants
or rights held by that person that are currently exercisable or convertible or exercisable, convertible or issuable within 60 days
of August 14, 2015, are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. Applicable percentage ownership in the following table is based on 1,254,989,063 shares of common
stock outstanding as of August 14, 2015 plus, for each individual, any securities that individual has the right to acquire within
60 days of August 14, 2015.
(3) The Series A Preferred
Stock votes as a single class with the common stock and entitles the holders to 50 votes for each share of Series A Preferred Stock.
If all holders of Series A Preferred Stock consent to any sale, transfer, exchange, distribution or other conveyance whether with
or without consideration (a “Transfer”), then the Series A Preferred Stock converts at a rate of 1 share of Series
A Preferred Stock equaling 2 shares of common stock. Any Transfer conducted without the consent of all the holders of Series A
Preferred Stock, then the Series A Preferred Stock converts at a rate of 1 share of Series A Preferred Stock equaling 1 share of
common stock.
(4) Brian Altounian
is the trustee of several trusts and is deemed the beneficial owner of the shares owned by the trusts. Mr.Altounian is deemed the
beneficial owner of shares of common stock and has sole or shared power to vote or to direct the vote and to dispose or direct
disposition of these shares, which includes: (i) 1,000,000 shares of common stock held by Mr. Altounian, (ii) 4,330,000 shares
of common stock issuable upon conversion of 4,330,000 shares of Series A Preferred Stock held by Mr. Altounian, (iii) 3,265 shares
of common stock held by The Brian Kenneth and Lora Ball Altounian, Altounian Family Trust dated November 17, 2010 (the “Altounian
Family Trust”) for which he serves as a trustee, (iv) 977 shares of common stock held by Alliance Acquisitions, Inc., a company
in which Mr. Altounian owns 35% and over which shares Mr. Altounian has shared voting and investment control; (v) 600 shares of
common stock held by Lora, Gabrielle and Jordan Altounian. This table assumes conversion of Series A Preferred Stock at a rate
of 1 share of Series A Preferred Stock equaling 1 share of common stock. However, if all other holders of Series A Preferred Stock
consent to any sale, transfer, exchange, distribution or other conveyance whether with or without consideration (a “Transfer”),
then the Series A Preferred Stock would convert at a rate of 1 share of Series A Preferred Stock equaling 2 shares of common stock.
If all holders of Series A Preferred Stock consent to a Transfer Mr. Altounian’s Series A Preferred Stock would convert to
8,660,000 shares of common stock. In addition to the shares described above, Mr. Altounian also holds 4 shares of Series D Preferred
Stock which collectively, regardless of their number, have voting rights equal to four times the sum of all other classes currently
outstanding at the time of voting. If the votes of the Series D Preferred Stock are taken into account, Mr. Altounian would beneficially
hold 92.99% of the voting securities of the Company.
(5) Zach Pennington
is the beneficial owner of 85,588 shares of common stock, which consists of 588 issued and outstanding shares of common stock,
and 85,000 shares of common stock issuable upon conversion of 85,000 shares of Series A Preferred Stock. Mr. Pennington has the
sole power to vote or to direct the vote and dispose or to direct the disposition of 85,588 shares of common stock. This table
assumes conversion of Series A Preferred Stock at a rate of 1 share of Series A Preferred Stock equaling 1 share of common stock.
However, if all other holders of Series A Preferred Stock consent to any Transfer, then the Series A Preferred Stock would convert
at a rate of 1 share of Series A Preferred Stock equaling 2 shares of common stock. If all holders of Series A Preferred Stock
consent to a Transfer, Mr. Pennington’s Series A Preferred Stock would convert to 170,000 shares of common stock.
(6) Robert Estareja
is the beneficial owner of 250,251,671 shares of common stock, which consists of 250,001,671 issued and outstanding shares of common
stock, and 250,000 shares of common stock issuable upon conversion of 250,000 shares of Series A Preferred Stock. Mr. Estareja
has the sole power to vote or to direct the vote and dispose or to direct the disposition of 250,251,671 shares of common stock.
This table assumes conversion of Series A Preferred Stock at a rate of 1 share of Series A Preferred Stock equaling 1 share of
common stock. However, if all other holders of Series A Preferred Stock consent to any Transfer, then the Series A Preferred Stock
would convert at a rate of 1 share of Series A Preferred Stock equaling 2 shares of common stock. If all holders of Series A Preferred
Stock consent to a Transfer, Mr. Estareja’s Series A Preferred Stock would convert to 500,000 shares of common stock.
NO DISSENTER’S RIGHTS
Under the TBOC, stockholders are not entitled
to dissenter’s rights of appraisal with respect to the Amendment.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested us to
include any additional proposals in this Information Statement.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO
BE ACTED UPON
No officer, director or director nominee
has any substantial interest in the matters acted upon by our Board and shareholders, other than his role as an officer, director
or director nominee. No director has informed us that he intends to oppose the Amendment.
ADDITIONAL INFORMATION
We file reports with the Securities and
Exchange Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the
Company is required to file pursuant to the Securities Exchange Act of 1934. You may read and copy materials we file with the SEC
at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being
delivered to multiple security holders sharing an address unless we received contrary instructions from one or more of the security
holders. We shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder
at a shared address to which a single copy of the document was delivered. A security holder can notify us that the security holder
wishes to receive a separate copy of the Information Statement by sending a written request to us at 9107 Wilshire Blvd., Suite
450, Beverly Hills, CA 90210, or by calling us at (310) 807-8181. A security holder may utilize the same address and telephone
number to request either separate copies or a single copy for a single address for all future information statements and proxy
statements, if any, and annual reports of the Company.
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BY ORDER OF THE BOARD OF DIRECTORS |
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/s/ Robert Estareja |
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Robert Estareja |
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Chief Executive Officer |
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September 24, 2015 |
Wowio (CE) (USOTC:WWIO)
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부터 11월(11) 2024 으로 12월(12) 2024
Wowio (CE) (USOTC:WWIO)
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