AVNI pre 14c
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Arvana Inc.
299 Main Street, 13th Floor
Salt Lake City, Utah 84111
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE ASKED NOT TO SEND US A PROXY
To the Stockholders of Arvana Inc.:
Arvana Inc. is delivering this Notice of Stockholder Action by Written Consent with the accompanying Information Statement to inform its stockholders that on February 22, 2023, the holders of a majority of the votes entitled to be cast by all holders of Arvana common stock, on the recommendation of its Board of Directors, approved by written consent, in lieu of a stockholders meeting, to effect a three-for-one (3-1) forward-split of its outstanding shares of common stock (“Forward-Split”), and to approve the Arvana Inc. 2022 Stock Incentive Plan, to qualify same, and to ratify stock options or restricted stock awards granted thereunder, in addition to those that may be granted in the future (“Incentive Plan”).
The Forward Split and the Incentive Plan were approved by Arvana’s Board by unanimous written consent and recommended to our controlling stockholder for stockholder action by written consent, as permitted under the Nevada Revised Statutes (“NRS”), and Arvana’s Bylaws. NRS § 78.320 (2) directs that any action that may be taken at a meeting of stockholders may be taken without a meeting if written consent thereto is signed by stockholders holding at least a majority of the voting power. Article III § 13 of the Bylaws permits stockholder action by written consent in accordance with the NRS. The Forward-Split and the Incentive Plan have been approved by stockholder action pursuant to written consent as described hereto.
The Information Statement is being furnished to the holders of Arvana common stock pursuant to § 14(c) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), the NRS and Arvana’s Bylaws, solely for the purpose of informing you of the Forward-Split, and the Incentive Plan, before same take effect. Rule 14(c)-2 of the Exchange Act mandates that these actions will not become effective until at least twenty (20) calendar days after the mailing of this Notice and the accompanying Information Statement to stockholders. Arvana intends to effect the Forward-Split and qualify the Incentive Plan in compliance with filing and notification requirements.
You have the right to receive this Notice and the accompanying Information Statement if you were an Arvana stockholder of record at the close of business on February 22, 2023.
By Order of the Board of Directors
____________________________
Ruairidh Campbell
Chief Executive Officer
March [_], 2023
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Arvana Inc.
299 Main Street, 13th Floor
Salt Lake City, Utah 84111
INFORMATION STATEMENT
NO VOTE OR OTHER ACTION OF ARVANA STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE ASKED NOT TO SEND US A PROXY
This Information Statement is first being furnished on or about March [_] 2023, to the holders of record of Arvana Inc. shares of common stock (“Arvana,” “we,” “us,” or “our,”) as of February 22, 2023 (“Record Date”), in connection with the approval of the matters described in this Information Statement pursuant to the written consent of the holders of a majority of its issued and outstanding voting shares.
On February 21, 2023, following due consideration, our Board of Directors (“Board”) approved a three-for-one (3-1) forward-split of Arvana’s outstanding shares of common stock to stockholders of record at the close of business on March 31, 2023, with no change in the number of shares of common stock authorized or to the par value of its common stock (“Forward-Split”), approved the Arvana Inc. 2022 Stock Incentive Plan to qualify same, and to ratify stock options or restricted stock awards granted thereunder, in addition to those that may be granted in the future (“Incentive Plan”), and recommended to its controlling stockholder that it approve these measures by written consent. We elected to seek written consent from the holder of a majority of our issued and outstanding voting shares as opposed to holding a special stockholder meeting, to reduce the costs associated with obtaining stockholder approval, and to implement the actions presented in a timely manner. On February 22, 2023, we received written consent from the controlling stockholder that holds a majority of Arvana’s outstanding voting shares, and those members of the Board that hold outstanding voting shares, as described in this Information Statement.
Since approval of corporate actions by written consent is sufficient under the Nevada Revised Statutes (“NRS”), and Arvana’s Bylaws, neither the Forward-Split nor the Incentive Plan will be submitted to a stockholders vote. Instead, this Information Statement is furnished to those stockholders who did not participate in the written consent, to provide them with certain information concerning the actions to be taken in accordance with the requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the regulations promulgated under the Exchange Act, including Regulation 14(c). Rule 14(c)-2 of the Exchange Act mandates that the actions described herein will not be made effective until twenty (20) calendar days following the date on which this Information Statement is first mailed to our stockholders.
This Information Statement constitutes notice to Arvana’s stockholders of corporate measures taken by the Board, and those holders of a majority of the votes entitled to be cast by all holders of Arvana common stock, by written consent without a meeting of its stockholders, to approve the Forward-Split and the Incentive Plan.
Arvana will pay the costs of preparing and sending out the enclosed Notice and this Information Statement. We will require brokerage houses, nominees, custodians, fiduciaries, and other like parties to forward this information to the beneficial owners of our common stock held by them and will reimburse such persons for out-of-pocket expenses incurred in forwarding such materials.
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