I will buy this only if the company will assure that there is no reverse split. They can RS anytime.
CAROLCO PICTURES, INC.
5550 Glades Road, Suite 500
Boca Raton, Florida 33431
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Approximate Date of Mailing: January 9, 2017
TO THE STOCKHOLDERS OF CAROLCO PICTURES, INC.:
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
This notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.0001 per share (“Common Stock”), of Carolco Pictures, Inc., a Florida corporation (the “Company”), pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the actions described below (collectively, the “Corporate Actions”) taken by unanimous written consent of the Board of Directors of the Company and by written consent of the holders of a majority of the voting power of the issued and outstanding capital stock of the Company:
1.
A reverse stock split of the outstanding shares of the Common Stock, at the ratio of 1-for-10,000, with any fractional shares being rounded up to the next higher whole share (the “Reverse Stock Split”). The Reverse Stock Split is expected to occur on January 30, 2017.
2.
Immediately following the completion of the Reverse Stock Split, a reduction of the number of authorized shares of Common Stock from 5,000,000,000 to 300,000,000 (the “Authorized Share Reduction”). The Authorized Share Reduction is expected to occur on January 30, 2017.
The purpose of this Information Statement is to notify our stockholders that on December 7, 2016, stockholders holding a majority of the voting power of our issued and outstanding shares of Common Stock executed a written consent approving the Corporate Actions. In accordance with Rule 14c-2 promulgated under the Exchange Act, the Corporate Actions will become effective no sooner than 20 days after we mail this notice and the accompanying Information Statement to our stockholders.
The written consent that we received constitutes the only stockholder approval required for the Corporate Actions under Florida law and the Company’s articles of incorporation and bylaws, each as amended. As a result, no further action by any other stockholder is required to approve the Corporate Actions and we have not and will not be soliciting your approval of the Corporate Actions. Notwithstanding, the holders of our Common Stock of record at the close of business on January 4, 2017 are entitled to notice of the stockholder action by written consent.
This notice and the accompanying Information Statement are being mailed to our holders of Common Stock of record as of January 4, 2017 on or about January 9, 2017. This notice and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance with Rule 14c-2 promulgated under the Exchange Act.
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
By Order of the Board of Directors,
Carolco Pictures, Inc.
/s/ David Cohen
David Cohen
Chief Executive Officer
January 9, 2017
