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I was going by the MCF futures because that's the product we're producing in this example. The only conversion in my calculations is the one from MCF to MMbtu.
Your numbers and conversion to bbl of oil are a different process, and very different ending results than my calculations.
Can you show those same output numbers if you calculate using MCF?
https://www.investing.com/commodities/natural-gas-streaming-chart
I have had some time to review things and here's what I've found. You linked this same information earlier.
Pay attention to the exact names because it gets confusing.
8K 10/13/2020
https://www.sec.gov/Archives/edgar/data/1281845/000107878220000754/f8k100620_8k.htm
The first paragraph explains that Unique Logistics Holdings of Hong Kong (ULHK) bought 60% of Unique Logistics International ATL of Atlanta (ULATL); 80% of Unique Logistics International BOS of Boston (ULBOS); and 65% of Unique Logistics International USA of New York (USA).
The last three paragraphs explain that Unique Logistics Holdings purchased the remaining 40% of ULATL, the remaining 20% of ULBOS, and the remaining 35% of USA NY.
So the people who bought our shell, ULHK, have bought 100% of each of the above mentioned companies.
What's more intriguing about this 8K is, it opens the door for future expansion with options to buy 50% of UL China, and 65% of UL India in the next 12 months!
It is my opinion that we could see another major merger announcement not long after the paperwork from this transaction is completed.
I don't think we'll be disappointed with the scope of this merger. The joining of forces will strengthen the company as a whole, and those other buyout options are quite substantial.
iBox updated, 12/27. News, charts, filings, & more!
I think app users are still unable to view iBoxes. If that is the case, switch over to the web version for a minute if you want to view the newly added information.
From any web version of ihub, click the "show intro/hide intro" button on the upper right of the main board to toggle the iBox on and off.
Enjoy!
Huge DD Find!!!! ALL Unique Logistics companies here:
https://www.dnb.com/business-directory/company-search.html?term=unique%20logistics&page=1
This site lists all the different companies of Unique Logistics, and subs.
For example, here's the page they have on Unique Logistics (NYC):
Correct, it's not being done for dilutive reasons. This is the first time I've owned stock of a company who was actively taking steps to protect themselves against a hostile takeover. It's pretty exciting!
The A/S increase, the $25M credit line, the word "International" being in the expected new name, the 2020 plan (explained in the 14C filing), the debt elimination....all these things lead me to believe that we will see all operations under the Unique Logistics corporate umbrella come together as one complete entity in the new shell.
When they release the combined financials for all the newly merged companies, I think we'll see a significant PPS increase. They mention three companies in the merger documents, and I'm sure once the values are determined it will blow the lid off this tiny little shell they now occupy, IMO.
If you go onto OTC Markets and browse through the news and disclosure tabs, you'll get a good understanding of what's going on.
https://www.otcmarkets.com/stock/INNO/profile
Also look at the news tab on their website:
https://unique-logistics.com/news-alerts/
Watch here for name/ticker change to appear:
https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes
Yes. The answer is in the filing I linked in my reply to you.
If you look at the majority of my recent posts, I link the filing and what I've found that answers the questions asked.
Here's is your answer, directly from the filing.
https://www.otcmarkets.com/filing/html?id=14551438&guid=hSZqUHAvCTgFH3h
I would be surprised if we open Monday morning as INNO. Unique seems as ambitious to get this going as we are.
Dec 27 is the target date for the name/ticker change and the updating of the A/S. Since that's a Sunday, I'm betting we see the halt and name change process start Monday morning premarket. Filings could hit OTC Markets anytime because the company can upload them directly.
This filing explains the upcoming changes, and when we should expect them.
https://www.otcmarkets.com/filing/html?id=14551438&guid=hSZqUHAvCTgFH3h
I hope I'm right too!
Regardless of which way this goes, the merged in company will be much larger than the shell presently reflects.
Present market cap is about $37.5M, which I think is extremely undervalued.
We have $25 Million in revolving credit with CoreFund Capital. To put that into perspective, when our PPS was about .07, our market cap was $25M.
https://www.otcmarkets.com/stock/INNO/news/story?e&id=1756839
This info is encouraging, not concerning.
Lets look at the PR for the merger from October. It names "Unique Logistics Holdings, Inc" as the merged in company. That's the Hong Kong company referred to in your document.
The PR then says "Unique Logistics is a global logistics and freight forwarding company serving a large customer base in the United States that includes major well-known retailers and other companies that import goods to the United States, export goods from the United States to other countries, or require other supply chain services, including warehousing".
It seems to me that they are referring to the operations of all parts of the company, not just the branch in Asia, or the US, etc. I would say that the information you presented, plus what we've seen in the PRs and filings, points to a company consolidating all their parts under one umbrella. Plus there's the company's efforts to prevent a hostile takeover. Why would they do that if the final product of the merger was only a part of the whole company?
I think we'll be very happy when the dust settles and we get some filings explaining exactly what transpired, and how much we're worth.
https://www.yahoo.com/now/unique-logistics-holdings-inc-innocap-175400767.html
This was one of my first choices from the discord group. Steady revenues and accumulation will eventually put enough upwards pressure on the PPS that we should have a nice run here.
Lot's of stuff happening behind the scenes with Safari also.
Complete 14C filing from 12/8/2020:
This is also available in the news feed on this board, just above the posts.
https://www.otcmarkets.com/filing/html?id=14551438&guid=wMoqUnSQbFCvgyh
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))
[X]
Definitive Information Statement
INNOCAP, 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:
INNOCAP, INC.
154-09 146th Ave,
Jamaica, NY 11434
Tel: (718) 978-2000
To the Holders of Common Stock of INNOCAP, Inc.:
This Information Statement is first being mailed on or about December 8, 2020 to the holders of record of the outstanding common stock, $0.001 par value per share (the “Common Stock”) of INNOCAP, Inc., a Nevada corporation (the “Company”), as of the close of business on November 25, 2020 (the “Record Date”), to inform the stockholders of actions already approved by written consent of the majority stockholders holding 54.88% of the voting equity (the “Majority Stockholder”). Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the proposals will not be effective until at least 20 calendar days after the mailing of this Information Statement to our stockholders, warrant holders and holders of the Company’s preferred stock. Therefore, this Information Statement is being sent to you for informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The actions to be effective at least 20 days after the mailing of this Information Statement are:
·Adoption of amended and restated articles of incorporation of the Company (the “Amended and Restated Articles of Incorporation”);
·Approval of the Unique Logistics International, Inc. 2020 Equity and Incentive Plan (the “2020 Plan”);
The enclosed information statement contains information pertaining to the matters acted upon.
Pursuant to rules adopted by the Securities and Exchange Commission, you may access a copy of the information statement at https://www.innocap.com.
This is not a notice of a meeting of shareholders and no shareholders’ meeting will be held to consider the matters described herein. This Information Statement is being furnished to you solely for the purpose of informing shareholders of the matters described herein pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.
ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION.
This Information Statement will serve as written notice to shareholders of the Company pursuant to the Nevada Revised Statutes.
By Order of the Board of Directors
December 8, 2020
/s/ Sunandan Ray
Sunandan Ray
Chief Executive Officer
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF INNOCAP, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
INNOCAP, INC.
154-09 146th Ave,
Jamaica, NY 11434
Tel: (718) 978-2000
INFORMATION STATEMENT
(Definitive)
December 8, 2020
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
This Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being sent, pursuant to Section 14C of the Exchange Act, to the holders of record as of November 25, 2020 (the “Record Date”) of common stock, par value $0.001 per share (the “Common Stock”), of Innocap, Inc., a Nevada corporation (the “Company,” “we,” “our” or “us”), to notify the Common Stockholders of the following:
On November 20, 2020, the Company received a written consent in lieu of a meeting by the holder of 54.88% of the voting power the Common Stock (the “Majority Stockholder”) authorizing the following actions:
·Adoption of amended and restated articles of incorporation of the Company (the “Amended and Restated Articles of Incorporation”);
·Approval the Unique Logistics International, Inc. 2020 Equity and Incentive Plan (the “2020 Plan”);
On November 20, 2020, the Company’s Board of Directors (the “Board”) approved, and recommended for approval to the Majority Stockholder, the Amended and Restated Articles of Incorporation, and the adoption of the 2020 Plan (together, the “Actions”).
On November 20, 2020, the Majority Stockholder approved the Actions by written consent in lieu of a meeting in accordance with the Nevada Revised Statutes (“NRS”). Accordingly, your consent is not required and is not being solicited.
We will commence mailing the notice to the holders of Common Stock, warrant holders and holders of the Company’s preferred stock on or about December 8, 2020.
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 ACTIONS TAKEN BY THE MAJORITY SHAREHOLDER.
The entire cost of furnishing this Information Statement will be borne by the Company. We 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.
The following table sets forth the name of the Majority Stockholder, the number of shares of Common Stock held by the Majority Stockholder, the total number of votes that the Majority Stockholder voted in favor of the Actions and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.
Number of
Number of
Number of
Percentage of
Shares of
Votes held by
Votes that voted
the Voting Equity
Common
Majority
in favor of
that Voted in
Name of Majority Stockholder
Stock held
Stockholder
the Action
favor of the Action
Sunandan Ray
196,394,100
196,394,100
196,394,100
54.88%
ACTION I:
ADOPTION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY
Our Board has adopted the Amended and Restated Articles of Incorporation in the form attached hereto as Annex A.
The following discussion is a summary of the key changes effected by the Amended and Restated Articles of Incorporation, but this summary is qualified in its entirety by reference to the full text of the Amended and Restated Articles of Incorporation, a copy of which is included as Annex A.
Our articles of incorporation (the “Articles of Incorporation”) currently authorize us to issue a maximum of 500,000,000 shares of Common Stock, par value $0.001 per share.
The adopted Amended and Restated Articles of Incorporation, in the form attached hereto as Annex A, (i) increases the number of authorized common stock from 500,000,000 shares to 800,000,000 shares; and (ii) changes the Company’s name to Unique Logistics International, Inc.
Increase in Authorized Common Stock
Our Articles of Incorporation currently authorize us to issue a maximum of 500,000,000 shares of Common Stock, par value $0.001 per share.
The Majority Stockholder, on November 20, 2020, authorized the adoption of the Amended and Restated Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 500,000,000 to 800,000,000.
The Majority Stockholder also believes that it is advisable and in the best interests of the Company and its stockholders to effect the increase in authorized shares of common stock in order to provide additional shares that could be issued for raising of additional equity capital or other financing activities, stock dividends or the exercise of stock options and warrants and to provide additional shares that could be issued in an acquisition or other form of business combination and to better position the Company for future trading should a transaction be entered into and completed. The future issuance of additional shares of Common Stock on other than a pro rata basis to existing stockholders will dilute the ownership of the current stockholders, as well as their proportionate voting rights.
The terms of the additional shares of common stock will be identical to those of the currently outstanding shares of common stock. However, because holders of common stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of common stock will reduce the current Stockholders’ percentage ownership interest in the total outstanding shares of common stock. This common stock increase and the creation of additional shares of authorized common stock will not alter the current number of issued shares. The relative rights and limitations of the shares of common stock will remain unchanged under the proposed Second Amended and Restated Articles of Incorporation.
Effects of Amendment.
The following table summarizes the principal effects of the Increase in the Authorized Shares:
Pre-Increase
Post-Increase
Common Shares
Issued and Outstanding
357,829,365
357,829,365
Authorized
500,000,000
800,000,000
Potential Anti-takeover effects of the Increase in Authorized Shares of Common Stock.
The implementation of the increase in authorized shares of Common Stock will have the effect of increasing the proportion of unissued authorized shares to issued shares. Under certain circumstances this may have an anti-takeover effect. These authorized but unissued shares could be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal of the Board, including a transaction that may be favored by a majority of our stockholders or in which our stockholders might receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further stockholder approval, the Board could issue and sell shares, thereby diluting the stock ownership of a person seeking to effect a change in the composition of our Board or to propose or complete a tender offer or business combination involving us and potentially strategically placing shares with purchasers who would oppose such a change in the Board or such a transaction.
Although an increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have a potential anti-takeover effect, the amendments to our Articles of Incorporation is not in response to any effort of which we are aware to accumulate the shares of our Common Stock or obtain control of the Company. There are no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
The increase in authorized common stock will not change the number of shares of common stock outstanding, nor will it have any immediate dilutive effect or change the rights of current holders of the Company’s common stock. However, the issuance of additional shares of common stock authorized by the increase in authorized common stock may occur at times or under circumstances as to have a dilutive effect on earnings per share, book value per share or the percentage voting or ownership interest of the present holders of the Company’s common stock.
The Board does not intend to use the consolidation as a part of or a first step in a “going private” transaction pursuant to Rule 13e-3under the Securities Exchange Act of 1934, as amended.
Name Change
The Board has determined that since the Company intends to focus on the global logistics and freight forwarding, the name change better reflects the nature of the Company’s new business direction.
Purpose of the Name Change
On November 20, 2020, the Board and the Majority Stockholders owning a majority of the Company’s voting securities approved a resolution authorizing the Company to adopt the Amended And Restated Articles of Incorporation to change the Company’s name to Unique Logistics International, Inc.
On October 8, 2020 (the “Closing Date”), the Company, Inno Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Unique Logistics Holdings, Inc., a privately-held Delaware corporation headquartered in New York (“Unique”), entered into an Acquisition Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Merger Sub was merged with and into Unique, with Unique, a logistics services company which provides a range of international services that enable its customers to outsource to it sections of their supply chain process, surviving as a wholly-owned subsidiary of the Company (the “Merger”). Immediately following the Merger, the Company changed its business plan to that of Unique.
Dissenters’ Rights.
No dissenters’ or appraisal rights are available to our stockholders under the Nevada Revised Statutes in connection with the proposed adoption of the Amended and Restated Articles of Incorporation to effect the increase in authorized shares of common stock and the name change.
Actions to be taken.
This Information Statement contains a brief summary of the material aspects of the Actions approved by the Majority Stockholder.
The increase in authorized shares of common stock and the name change will become effective on the date that is twenty (20) calendar days after the mailing of this information statement to stockholders.
We currently expect that such effective date will be on or about December __, 2020.
ACTION II:
APPROVAL OF THE UNIQUE LOGISTICS INTERNATIONAL, INC. 2020 EQUITY AND INCENTIVE PLAN
This Information Statement contains a brief summary of the material aspects of the 2020 Plan approved by the Board and the Majority Stockholders.
The 2020 Plan will become effective on the date that is twenty (20) calendar days after the mailing of this information statement.
We currently expect that such effective date will be December 27, 2020.
Effective November 20, 2020, the Board approved, authorized and adopted the 2020 Plan and certain forms of ancillary agreements to be used in connection with the issuance of stock and/or options pursuant to the 2020 Plan (the “Plan Agreements”). The 2020 Plan provides for the issuance of up to 40,000,000 shares of Common Stock through the grant of non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options” and together with the Non-qualified Options, the “Options”) and restricted stock (the “Restricted Stock”) to directors, officers, consultants, attorneys, advisors and employees.
The 2020 Plan is our only ongoing plan providing stock-based awards to employees and non-employee directors. In addition to stock-based compensation, the Plan also authorizes the issuance of awards payable in cash. Our ability to provide long-term incentives in the form of equity compensation aligns management’s interests with the interests of our stockholders and fosters an ownership mentality that drives optimal decision-making for the long-term health and profitability of our Company. Equally important, equity compensation is critical to our continuing ability to attract, retain and motivate qualified corporate executives and retain management. Our ability to grant equity compensation has been important to our past success, and we expect it to be crucial to achieving our long-term growth.
Plan Highlights
The essential features of our 2020 Plan are outlined below. The following description is not complete and is qualified by reference to the full text of our 2020 Plan, which is appended to this Information Statement as Annex B.
Options are subject to the following conditions:
(i)
The Committee (as defined below) determines the exercise price of Incentive Options at the time the Incentive Options are granted. The assigned exercise price must be no less than 100% of the Fair Market Value (as defined in the 2020 Plan) of the Common Stock on the Grant Day (as defined in the 2020 Plan). In the event that the recipient is a Ten Percent Owner (as defined in the 2020 Plan), the exercise price must be no less than 110% of the Fair Market Value of the Company on the Grant Day.
(ii)
The exercise price of each Non-qualified Option will be at least 100% of the Fair Market Value of such share of the Common Stock on the date the Non-qualified Option is granted.
(iii)
The Committee fixes the term of Options, provided that Options may not be exercisable more than ten years from the date the Option is granted, and provided further that Incentive Options granted to a Ten Percent Owner may not be exercisable more than five years from the date the Incentive Option is granted.
(iv)
Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments, as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to have acquired any Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the optionee’s name has been entered on the books of the Company as a stockholder.
(v)
Options are not transferable except to a recipient’s family members or partnerships in which such family members are the only partners and Options are exercisable only by the Options’ recipient, except upon the recipient’s death.
(vi)
Incentive Options may not be issued in an amount or manner where the amount of Incentive Options exercisable in one year entitles the holder to Common Stock of the Company with an aggregate Fair Market value of greater than $100,000.
Awards of Restricted Stock are subject to the following conditions:
(i)
The Committee grants Restricted Stock Options and determines the restrictions on each Restricted Stock Award (as defined in the 2020 Plan). Upon the grant of a Restricted Stock Award and the payment of any applicable purchase price, grantee is considered the record owner of the Restricted Stock and entitled to vote the Restricted Stock if such Restricted Stock is entitled to voting rights.
(ii)
Restricted Stock may not be delivered to the grantee until the Restricted Stock has vested.
(iii)
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as provided in the 2020 Plan or in the Award Agreement (as defined in the 2020 Plan).
Upon a Termination Event (as defined in the 2020 Plan), the Company or its assigns shall have the right and option to repurchase from a Holder of Shares (as defined in the 2020 Plan) received pursuant to a Restricted Stock Award any Shares that are still subject to a risk of forfeiture as of the Termination Event (as defined in the 2020 Plan).
Purpose
The objective of the 2020 Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of the Company and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.
Grants
The 2020 Plan permits the granting of incentive stock options, nonqualified stock options, stock awards, restricted stock units, stock appreciation rights (“SARs”) and other equity-based awards (collectively, “grants”). Although all employees and all of the employees of our subsidiaries are eligible to receive grants under our 2020 Plan, the grant to any particular employee is subject to the discretion of the Compensation Committee of the Board, comprised of not less than two directors (such body that administers the 2020 Plan, the “Committee”).
The maximum number of Shares reserved and available for issuance under the Plan shall be 40,000,000 Shares, subject to adjustment. If a grant expires or terminates for any reason before it is fully vested or exercised, or if any grant is forfeited, we may again make the number of shares subject to that grant that the participant has not purchased or that has not vested subject to another grant under the 2020 Plan.
We have made and will make appropriate adjustments to outstanding grants and to the number or kind of shares subject to the 2020 Plan in the event of a stock split, reverse stock split, stock dividend, share combination or reclassification and certain other types of corporate transactions, including a merger or a sale of all or substantially all of our assets.
All grants will be determined by the Compensation Committee or a committee of the Board (the “Committee”) and at this time, no grants have been determined or awarded.
Administration
The 2020 Plan shall be administered by the Compensation Committee of the Board, comprised of not less than three directors or the Board in the absence of a Compensation Committee of the Board. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board or a committee or committees of the Board, as applicable).
The Committee shall have the authority and power:
(i)
to select the individuals to whom Awards may from time to time be granted;
(ii)
to determine the time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;
(iii)
to determine the number and types of Shares to be covered by any Award and, subject to the provisions of the 2020 Plan, the price, exercise price, conversion ratio or other price relating thereto;
(iv)
to determine and, subject to the 2020 Plan, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the 2020 Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of Award Agreements;
(v)
to accelerate at any time the exercisability or vesting of all or any portion of any Award;
(vi)
to impose any limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;
(vii)
subject to any restrictions imposed under the 2020 Plan or by Section 409A, to extend at any time the period in which Stock Options may be exercised; and
(viii)
at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the 2020 Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the 2020 Plan and any Award (including Award Agreements); to make all determinations it deems advisable for the administration of the 2020 Plan; to decide all disputes arising in connection with the 2020 Plan; and to otherwise supervise the administration of the 2020 Plan.
All decisions and interpretations of the Committee shall be binding on all persons, including the Company and all Holders.
Grant Instruments
All grants will be subject to the terms and conditions set forth in our 2020 Plan and to such other terms and conditions consistent with our 2020 Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant instrument or an amendment to the grant instrument. All grants will be made conditional upon the acknowledgement of the grantee in writing or by acceptance of the grant, that all decisions and determinations of the Committee will be final and binding on the grantee, his or her beneficiaries and any other person having or claiming an interest under such grant.
Terms and Conditions of Grants
The grant instrument will state the number of shares subject to the grant and the other terms and conditions of the grant, consistent with the requirements of our 2020 Plan. The purchase price per share subject to an option (or the exercise price per share in the case of a SAR) must equal at least the fair market value of a share of the Common Stock on the date of grant. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall not be less than 110% of the Fair Market Value on the Grant Date.
Under the 2020 Plan, the term “Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method that is consistent with Section 409A of the Code. If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent).
“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.
Transferability
Restricted Stock, Stock Options, SARs and, prior to exercise, the Shares issuable upon exercise of such Stock Option, shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Stock Option or Restricted Stock award that the optionee may transfer by gift, without consideration for the transfer, his or her Non-Qualified Stock Options to his or her family members (as defined in Rule 701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners (to the extent such trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this 2020 Plan and the applicable Award Agreement, including the execution of a stock power upon the issuance of Shares. Stock Options, SARs and the Shares issuable upon exercise of such Stock Options, shall be restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” (as defined in the Exchange Act) or any “call equivalent position” (as defined in the Exchange Act) prior to exercise.
Amendment and Termination
The Board may, at any time, amend or discontinue the 2020 Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new Awards in replacement of the cancelled Stock Options. To the extent determined by the Committee to be required either by the Code to ensure that Incentive Stock Options granted under the 2020 Plan are qualified under Section 422 of the Code or otherwise, 2020 Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. The Board reserves the right to amend the 2020 Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange Act.
Federal Income Tax Consequences
The following summary is intended only as a general guide as to the United States federal income tax consequences under current law of participation in our 2020 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.
Stock option grants under the 2020 Plan are intended either to qualify as incentive stock options under Internal Revenue Code of 1986, as amended (“IRC”) §422 or to be non-qualified stock options governed by IRC §§ 83 and 423, depending on how same are granted. Generally, no federal income tax is payable by a participant upon the grant of an incentive stock option and no deduction is allowed to be taken by the Company. The grant of a non-qualified stock option does result in the recognition of taxable income when the option is granted. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the stock on the exercise date and the stock option grant price. The Company will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option if the shares received are held for the applicable holding period (except that alternative minimum tax may apply), and the Company will receive no deduction when an incentive stock option is exercised. The Company may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option that occurs before the applicable holding period has been satisfied.
Restricted stock and restricted stock units are also governed by IRC §83. Generally, the award of such restricted rights do not give rise to taxable income so long as same are subject to a substantial risk of forfeiture (i.e., becomes vested or transferable). Restricted stock generally becomes taxable when it is no longer subject to a “substantial risk of forfeiture.” Restricted stock units become taxable when settled. When taxable to the participant, income tax is paid on the value of the stock or units at ordinary rates. The Company will generally be entitled to a corresponding deduction on its income tax return in the year of income recognition by the grantee. Any additional gain on shares received are then taxed at capital gains rates when the shares are sold.
The grant of a stock appreciation right will not result in income for the participant or in a tax deduction for the Company. Upon the settlement of such a right, the participant will recognize ordinary income equal to the aggregate value of the payment received, and the Company generally will be entitled to a tax deduction in the same amount.
The foregoing is only a summary of the effect of federal income taxation on the participant and the Company under the 2020 Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of a participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income may be taxable.
Tax Withholding
Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.
The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.
No Dissenters’ Rights
Under the NRS, the Stockholders are not entitled to dissenters’ rights with respect to the 2020 Plan, and the Company will not independently provide Stockholders with any such right.
ACTIONS TO BE TAKEN
This Information Statement contains a brief summary of the material aspects of the Actions approved by the Majority Stockholder.
The Actions will become effective on the date that is twenty (20) calendar days after the mailing of this information statement to stockholders.
We currently expect that such effective date will be on or about December __, 2020.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 19, 2020, certain information regarding beneficial ownership of our Common Stock (a) by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, (b) by each director of the Company, (c) by the named executive officers (determined in accordance with Item 402 of Regulation S-K) and (d) by all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”). Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 357,829,365 shares of Common Stock outstanding as of November 19, 2020. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of Common Stock subject to options held by that person or entity that are currently exercisable or that will become exercisable within 60 days of November 19, 2020. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o INNOCAP, Inc., 154-09 146th Ave, Jamaica, NY 11434.
Name and Address of Beneficial Owner(1)
Outstanding
Common
Stock (2)
Percentage of
Ownership of Common
Stock (3)
5% Beneficial Shareholders
%
Paul Tidwell,112 N. Walnut Street, PO Box 489, Jefferson, TX 75657
50,000,000
10%
Great Eagle Freight Limited (6)
-
28.43%
5% Beneficial Shareholders as a Group
Officers and Directors
Sunandan Ray (4)
196,394,100
67.71%
David Briones (5)
-
26.18%
Patrick Lee (7)
-
12.02%
*%
*%
*%
Officers and Directors as a Group (3 persons)
%
*Denotes less than 1%
(1)Beneficial ownership is determined in accordance with Rule 13D-3(a) of the Exchange Act and generally includes voting or investment power with respect to securities.
(2)The shares in the table have been listed in accordance with 13-G filings made by the individual investors.
(3)The percentages in the table have been calculated based on treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
(4)Mr. Sunandan Ray owns 196,394,100 shares of the Company’s common stock. In addition, Mr. Ray owns 686,938 shares of Series B Preferred Stock which convert at a rate of 6,646.47 shares of common stock for every 1 share of Series B Preferred Stock. The Company is limited to 500,000,000 authorized shares of common stock. The Beneficial ownership percentage only considers the common shares that can be converted up to the authorized number of common shares.
(5)Mr. David Briones owns 0 shares of the Company’s common stock. In addition, Mr. Briones owns 20,000 shares of Series A Preferred Stock which convert at a rate of 6,646.47 shares of common stock for every 1 share of Series A Preferred Stock. The Company is limited to 500,000,000 authorized shares of common stock. The Beneficial ownership percentage only considers the common shares that can be converted up to the authorized number of common shares.
(6)Great Freight Limited beneficially owns 0 shares of the Company’s common stock. In addition, Great Freight Limited beneficially owns 153,062 shares of Series B Preferred Stock owned by Great Eagle Freight Limited which convert at a rate of 6,646.47 shares of common stock for every 1 share of Series B Preferred Stock. The Company is limited to 500,000,000 authorized shares of common stock. The Beneficial ownership percentage only considers the common shares that can be converted up to the authorized number of common shares.
(7)Mr. Patrick Lee beneficially owns 0 shares of the Company’s common stock. In addition, Mr. Lee beneficially owns 6% of the 153,062 shares of Series B Preferred Stock owned by Great Eagle Freight Limited which convert at a rate of 6,646.47 shares of common stock for every 1 share of Series B Preferred Stock. The Company is limited to 500,000,000 authorized shares of common stock. The Beneficial ownership percentage only considers the common shares that can be converted up to the authorized number of common shares.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
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 the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to INNOCAP, Inc., 154-09 146th Ave, Jamaica, NY 11434.
If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. 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 by mail or telephone to the Company’s principal executive offices.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements concerning the effects of the stockholder approval and statements using terminology such as “expects,” “should,” “would,” “could,” “intends,” “plans,” “anticipates,” “believes,” “projects” and “potential.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those contemplated by the statements.
In evaluating these statements, you should specifically consider various factors that may cause our actual results to differ materially from any forward-looking statements. You should carefully review the risks listed, as well as any cautionary language, in this Information Statement and the risk factors detailed under “Risk Factors” in the documents incorporated by reference in this Information Statement, which provide examples of risks, uncertainties and events that may cause our actual results to differ materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement as representing our views as of any date after the date of this Information Statement. You should carefully review the information and risk factors set forth in other reports and documents that we file from time to time with the SEC.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Washington, DC 20549. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
A copy of any public filing is also available, at no cost, by writing to INNOCAP, Inc., 154-09 146th Ave, Jamaica, NY 11434. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
December 8, 2020
/s/ Sunandan Ray
Sunandan Ray
Chief Executive Officer
Annex A
ARTICLES OF INCORPORATION
OF
UNIQUE LOGISTICS INTERNATIONAL, INC.
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is Unique Logistics International, Inc.
ARTICLE II
REGISTERED OFFICE AND RESIDENT AGENT
The address of the Corporation’s registered office in the state of Nevada is 601 E. Charleston Blvd. Suite 100, Las Vegas, Nevada, 89104 and the Corporation’s resident agent at such address is The Corporate Place, Inc.
ARTICLE III
DURATION
The Corporation shall have perpetual existence.
ARTICLE IV
PURPOSE
The purpose of the Corporation is to engage in any activity within the purposes for which corporations may be incorporated and organized under Chapter 78 of the Nevada Revised Statutes, and to do all other things incidental thereto which are not forbidden by law or by these Articles of Incorporation.
ARTICLE V
POWERS
The Corporation has been formed pursuant to Chapter 78 of the Nevada Revised Statutes. The powers of the Corporation shall be those powers granted under the Nevada Revised Statues, including Sections 78.060 and 78.070 thereof.
ARTICLE VI
CAPITAL STOCK
A.CLASSES OF STOCK
The Corporation is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock. The total number of shares which the Corporation is authorized to issue is 805,000,000 shares. 800,000,000 shares shall be common stock, par value of $0.001 per share (the “Common Stock”). 5,000,000 shares shall be blank check preferred stock, par value of $0.001 per share (the “Preferred Stock”).
B.ISSUANCE OF PREFERRED STOCK
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
C.RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF COMMON STOCK.
1.Dividend Rights. Subject to the prior or equal rights of holders of all classes of stock at the time outstanding having prior or equal rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.
2.Voting Rights. Each holder of the Common Stock shall be entitled to one vote for each share of Common Stock standing in his, her or its name on the books of the Corporation.
3.Liquidation. Upon the dissolution, liquidation or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.
4.Stock Rights and Options. The Corporation shall have the power to create and issue rights, warrants or options entitling the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes, upon such terms and conditions and at such time and prices as the board of directors or a committee thereof may approve, which terms and conditions shall be incorporated in an instrument or instruments evidencing such rights, warrants or options. In the absence of fraud, the judgment of the board of directors or a committee thereof as to the adequacy of consideration for the issuance of such rights, warrants or options and the sufficiency thereof shall be conclusive.
ARTICLE VII
PLACE OF MEETINGS; CORPORATE BOOKS
Subject to the laws of the State of Nevada, the stockholders and the directors shall have power to hold their meetings and to maintain the books of the Corporation outside the state of Nevada, at such place or places as may from time to time be designated in the Corporation’s Bylaws or by appropriate resolution.
ARTICLE VIII
AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended, altered or repealed from time to time to the extent and in the manner prescribed by the laws of the state of Nevada, and additional provisions authorized by such laws as are then in force may be added. All rights herein conferred on the directors, officers and stockholders are granted subject to this reservation.
ARTICLE IX
LIMITED LIABILITY OF OFFICERS AND DIRECTORS
To the fullest extent permitted by applicable law, the officers and directors of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, this limitation on personal liability shall not apply to acts or omissions which involve intentional misconduct, fraud, knowing violation of law, or unlawful distribution prohibited by Section 78.300 of the Nevada Revised Statutes.
The Corporation, to the full extent permitted by Chapter 78 of the Nevada Revised Statutes, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.
Any repeal or modification of this Article IX, shall not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a person serving as a Director at the time of such repeal or modification.
Annex B
UNIQUE LOGISTICS INTERNATIONAL, INC.
2020 EQUITY AND INCENTIVE PLAN
SECTION 1.GENERAL PURPOSE OF THE PLAN: DEFINITIONS
The name of the plan is the UNIQUE LOGISTICS INTERNATIONAL, INC. 2020 EQUITY AND INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to encourage, retain and enable the officers, employees, directors, Consultants and other key persons of UNIQUE LOGISTICS INTERNATIONAL, INC., a Nevada corporation (including any successor entity, the “Company”) and its Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.
The following terms shall be defined as set forth below:
“Affiliate” of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise.
“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights (“SAR”), Restricted Stock Awards (including preferred stock), Unrestricted Stock Awards, Restricted Stock Units or any combination of the foregoing.
“Award Agreement” means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement may contain terms and conditions in addition to those set forth in the Plan; provided, however, in the event of any conflict in the terms of the Plan and the Award Agreement, the terms of the Plan shall govern.
“Board” means the Board of Directors of the Company.
“Cause” shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition of “Cause,” it shall mean (i) the grantee’s dishonest statements or acts with respect to the Company or any Affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) the grantee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the grantee’s failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by the Company; (iv) the grantee’s gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate of the Company; or (v) the grantee’s material violation of any provision of any agreement(s) between the grantee and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.
“Chief Executive Officer” means the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, then the President of the Company.
“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.
“Committee” means the Committee of the Board referred to in Section 2.
“Consultant” means any entity or natural person that provides bona fide services to the Company (including a Subsidiary), and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.
“Disability” means such condition which renders a Person (A) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expect to last for a continuous period of not less than 12 months, (B) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company, (C) determined to be totally disabled by the Social Security Administration, or (D) determined to be disabled under a disability insurance program which provides for a definition of disability that meets the requirements of this section.
“Effective Date” means the date on which the Plan is adopted as set forth in this Plan.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method that is consistent with Section 409A of the Code. If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent).
“Good Reason” shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition of “Good Reason,” it shall mean (i) a material diminution in the grantee’s base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) a change of more than 100 miles in the geographic location at which the grantee provides services to the Company, so long as the grantee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter.
“Grant Date” means the date that the Committee designates in its approval of an Award in accordance with applicable law as the date on which the Award is granted, which date may not precede the date of such Committee approval.
“Holder” means, with respect to an Award or any Shares, the Person holding such Award or Shares, including the initial recipient of the Award or any Permitted Transferee.
“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.
“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.
“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.
“Permitted Transferees” shall mean any of the following to whom a Holder may transfer Shares hereunder (as set forth in Section 10(a)(ii)(A)): the Holder’s child, stepchild, grandchild, parent, step-parent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons control the management of assets, and any other entity in which these persons own more than fifty percent of the voting interests; provided, however, that any such trust does not require or permit distribution of any Shares during the term of the Award Agreement unless subject to its terms. Upon the death of the Holder, the term Permitted Transferees shall also include such deceased Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees, as the case may be.
“Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.
“Restricted Stock Award” means Awards granted pursuant to Section 7 and “Restricted Stock” means Shares issued pursuant to such Awards.
“Restricted Stock Unit” means an Award of phantom stock units to a grantee, which may be settled in cash or Shares as determined by the Committee, pursuant to Section 9.
“Sale Event” means the consummation of i) a change in the ownership of the Company, ii) a change in effective control of the Company, or iii) a change in the ownership of a substantial portion of the assets of the Company. The occurrence of a Sale Event shall be acknowledged by the plan administrator or board of directors, by strictly applying these provisions without any discretion to deviate from the objective application of the definitions provided herein. ; provided, however, that any capital raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Sale Event.”
Except as otherwise provided herein, a change in the ownership of the Company occurs on the date that any one person, or more than one person acting as a group acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Company the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company (or to cause a change in the effective control of the Company). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This section applies only when there is a transfer of stock of the Company (or issuance of stock) which remains outstanding after the transaction.
A change in the effective control of the Company occurs only on either of the following dates: (1) The date any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company; (2) The date a majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election.
A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one person acting as a group acquires (or has acquired during the 12- month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.
“Service Relationship” means any relationship as a full-time employee, part-time employee, director or other key person (including Consultants) of the Company or any Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant).
“Shares” means shares of Stock.
“Stock” means the Common Stock, par value $0.001 per share, of the Company.
“Stock Appreciation Right” or “SAR” means any right to receive from the Company upon exercise by an optionee or settlement, in cash, Shares, or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise price of the right on the date of grant, or if granted in connection with an Option, on the date of grant of the Option.
“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either directly or indirectly.
“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.
“Termination Event” means the termination of the Award recipient’s Service Relationship with the Company and its Subsidiaries for any reason whatsoever, regardless of the circumstances thereof, and including, without limitation, upon death, disability, retirement, discharge or resignation for any reason, whether voluntarily or involuntarily. The following shall not constitute a Termination Event: (i) a transfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another Subsidiary or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Committee, if the individual’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.
“Unrestricted Stock Award” means any Award granted pursuant to Section 8 and “Unrestricted Stock” means Shares issued pursuant to such Awards.
SECTION 2.ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS
(a)Administration of Plan. The Plan shall be administered by the Compensation Committee of the Board, comprised of not less than three directors or the Board of Directors in the absence of a Compensation Committee of the Board. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board of Directors or a committee or committees of the Board, as applicable).
(b)Powers of Committee. The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:
(i)to select the individuals to whom Awards may from time to time be granted;
(ii)to determine the time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;
(iii)to determine the number and types of Shares to be covered by any Award and, subject to the provisions of the Plan, the price, exercise price, conversion ratio or other price relating thereto;
(iv)to determine and, subject to Section 13, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of Award Agreements;
(v)to accelerate at any time the exercisability or vesting of all or any portion of any Award;
(vi)to impose any limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;
(vii)subject to Section 5(a)(ii) and any restrictions imposed by Section 409A, to extend at any time the period in which Stock Options may be exercised; and
(viii)at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including Award Agreements); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.
All decisions and interpretations of the Committee shall be binding on all persons, including the Company and all Holders.
(c)Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award.
(d)Indemnification. Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s governing documents, including its certificate of incorporation or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.
(e)Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.
SECTION 3.STOCK ISSUABLE UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION
(a)Stock Issuable. The maximum number of Shares reserved and available for issuance under the Plan shall be 40,000,000 Shares (the “Share Reserve”), subject to adjustment as provided in Section 3(b). If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), the Shares subject to such Stock Award, to the extent of any such expiration, termination or settlement, will again be available for issuance under the Plan. If any shares of Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 200,000 Shares may be issued pursuant to Incentive Stock Options. The value of any Shares granted to a non-employee director of the Company, solely for services as a director, when added to any annual cash payments or awards, shall not exceed an aggregate value of two hundred thousand dollars ($200,000) in any calendar year.
(b)Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, in each case, without the receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate and proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per Share subject to each outstanding Award, and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable. The Committee shall in any event make such adjustments as may be required by the laws of Nevada and the rules and regulations promulgated thereunder. The adjustment by the Committee shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.
(c)Sale Events.
(i)Options.
(A)In the case of and subject to the consummation of a Sale Event, the Plan and all outstanding Options and SARs issued hereunder shall become one hundred percent (100%) vested upon the effective time of any such Sale Event. New stock options or other awards of the successor entity or parent thereof shall be substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).
(B)In the event of the termination of the Plan and all outstanding Options and SARs issued hereunder pursuant to Section 3(c), each Holder of Options shall be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Committee, to exercise all such Options or SARs which are then exercisable or will become exercisable as of the effective time of the Sale Event; provided, however, that the exercise of Options not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event.
(C)Notwithstanding anything to the contrary in Section 3(c)(i)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Options, without any consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable per share of Stock pursuant to the Sale Event (the “Sale Price”) times the number of Shares subject to outstanding Options being cancelled (to the extent then vested and exercisable, including by reason of acceleration in connection with such Sale Event, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested and exercisable Options.
(ii)Restricted Stock and Restricted Stock Unit Awards.
(A)In the case of and subject to the consummation of a Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards issued hereunder shall become one hundred percent (100%) vested, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).
(B)Such Restricted Stock shall be repurchased from the Holder thereof at the then Fair Market Value of such shares, (subject to adjustment as provided in Section 3(b)) for such Shares.
(C)Notwithstanding anything to the contrary in Section 3(c)(ii)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Restricted Stock or Restricted Stock Unit Awards, without consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of Shares subject to such Awards, to be paid at the time of such Sale Event or upon the later vesting of such Awards.
SECTION 4ELIGIBILITY
Grantees under the Plan will be such full or part-time officers and other employees, directors, Consultants and key persons of the Company and any Subsidiary who are selected from time to time by the Committee in its sole discretion; provided, however, that Awards shall be granted only to those individuals described in Rule 701(c) of the Securities Act.
SECTION 5.STOCK OPTIONS
Upon the grant of a Stock Option, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.
Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.
(a)Terms of Stock Options. The Committee in its discretion may grant Stock Options to those individuals who meet the eligibility requirements of Section 4. Stock Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.
(i)Exercise Price. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall not be less than 110 percent of the Fair Market Value on the Grant Date.
(ii)Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years from the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the Grant Date.
(iii)Exercisability; Rights of a Stockholder. Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments, as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to have acquired any Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the optionee’s name has been entered on the books of the Company as a stockholder.
(iv)Method of Exercise. Stock Options may be exercised by an optionee in whole or in part, by the optionee giving written or electronic notice of exercise to the Company, specifying the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the following methods (or any combination thereof) to the extent provided in the Award Agreement:
(A)In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee;
(B)If permitted by the Committee, by the optionee delivering to the Company a promissory note, if the Board has expressly authorized the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid in cash if required by state law;
(C)If permitted by the Committee, through the delivery (or attestation to the ownership) of Shares that have been purchased by the optionee on the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan. To the extent required to avoid variable accounting treatment under applicable accounting rules, such surrendered Shares if originally purchased from the Company shall have been owned by the optionee for at least six months. Such surrendered Shares shall be valued at Fair Market Value on the exercise date;
(D)If permitted by the Committee and by the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; or
(E)If permitted by the Committee, and only with respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.
Payment instruments will be received subject to collection. No certificates for Shares so purchased will be issued to the optionee or, with respect to uncertificated Stock, no transfer to the optionee on the records of the Company will take place, until the Company has completed all steps it has deemed necessary to satisfy legal requirements relating to the issuance and sale of the Shares, which steps may include, without limitation, (i) receipt of a representation from the optionee at the time of exercise of the Option that the optionee is purchasing the Shares for the optionee’s own account and not with a view to any sale or distribution of the Shares or other representations relating to compliance with applicable law governing the issuance of securities, (ii) the legending of the certificate (or notation on any book entry) representing the Shares to evidence the foregoing restrictions, and (iii) obtaining from optionee payment or provision for all withholding taxes due as a result of the exercise of the Option. The delivery of certificates representing the shares of Stock (or the transfer to the optionee on the records of the Company with respect to uncertificated Stock) to be purchased pursuant to the exercise of a Stock Option will be contingent upon (A) receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such Shares and the fulfillment of any other requirements contained in the Award Agreement or applicable provisions of laws and (B) if required by the Company, the optionee shall have entered into any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Stock. In the event an optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee upon the exercise of the Stock Option shall be net of the number of Shares attested to by the Optionee.
(b)Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock Options granted under the Plan and any other plan of the Company or its parent and any Subsidiary that become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000 or such other limit as may be in effect from time to time under Section 422 of the Code. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.
(c)Termination. Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee’s Service Relationship shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable, the optionee’s right to exercise such portion of the Stock Option (or the optionee’s representatives and legatees as applicable) in the event of a termination of the optionee’s Service Relationship shall continue until the earliest of: (i) the date w
Thank you for your opinion.
I am going by what's in the 14C filing, so my information here is not opinion.
The 14C filing explains that the company can't legally start any of these proceedings until 20 calendar days after the shareholder letter, which would be 12/27. I thought Finra might reflect the changes sooner given the long weekend, but declaring a delay before 12/27 passes is premature.
Have you read the 14C filing that explains the dates? This question is addressed in the first two pages.
READ THE FILING PLEASE. It explains the shareholder letter was sent out on 12/8, and that the 20 day waiting period is mandated by law.
Today is 12/24. The 20 days is up on 12/27.
https://www.otcmarkets.com/filing/html?id=14551438&guid=wMoqUnSQbFCvgyh
Unique Logistics International. Inc is the entire international company, including the US and domestic offices/branches/divisions/etc. IMO, but there is nowhere in the filing or the outlined 2020 plan that would indicate a splitting of the company in any way.
After reading the 14C filing from Dec 8 again, I noticed the official name mentioned there includes the word "International". Plus, it is apparent that they are taking steps to protect the company from a hostile takeover by adding the additional 300m to the A/S.
IMO, the name and the measures they are taking with the A/S increase signal to me that the merged in company encompasses all of Unique Logistics different segments. To split the company into parts would be contradictory of their stated plans.
I could not find any mention of the other two merged in companies, but that's good, because I'm sure they are well established and will be an asset to Unique....as well as bring in more revenues! Wildcards that will add to the shock value of what we're about to see.
This is a long weekend, and it's still 3 days until the 27th. Taking 20 or 30 minutes to read the filing in its entirety will be time well spent. A lot of questions are answered there, and it's relatively short because unlike most other OTC filings of this type, there are not pages and pages of noteholders and warrants to weed through!
I think it's a little premature to be calling for a weeks long delay.
The target date for the name/ticker change is 12/27.
If I search date and time, I come up with today being 12/24.
In the most ambitious of scenarios, if we halt today, we could theoretically see all the changes completed by the 27th, and then open Monday under the new symbol. Finra will post halts that happen after market close.
I don't know if anybody will be willing to do that kind of work over this particular weekend, but anything is possible.
Unique Logistics Holdings, Inc. and Innocap, Inc.
Complete Reverse Merger and Financing
https://www.prnewswire.com/news-releases/unique-logistics-holdings-inc-and-innocap-inc-complete-reverse-merger-and-financing-301160958.html
Innocap, Inc.
Oct 27, 2020, 13:54 ET
NEW YORK, Oct. 27, 2020 /PRNewswire/ -- Unique Logistics Holdings Inc. ("Unique Logistics" or the "Company") announces that it has become a publicly-traded company via a reverse merger (the "Merger") with Innocap, Inc. ("INNO") (OTC: INNO), a fully reporting public company. The Merger was completed on October 8, 2020. Unique Logistics plans to file for a name change and symbol change in the near future to better reflect the new business operations.
Introducing Unique Logistics
Unique Logistics completes merger with Innocap, Inc. and closes $2 million of financing for growth.
Unique Logistics is a global logistics and freight forwarding company serving a large customer base in the United States that includes major well-known retailers and other companies that import goods to the United States, export goods from the United States to other countries, or require other supply chain services, including warehousing. Unique Logistics executes sections of the supply chain process for its customers and holds operating licenses issued by US Customs, the Federal Maritime Commission and the Transportation Security Administration for this purpose. Unique Logistics has offices throughout the United States and employs over 90 staff.
The Transaction
In connection with the Merger, on October 8, 2020, INNO, Star Exploration Corporation, a Texas corporation (the "Split-Off Subsidiary"), and Paul Tidwell former Chief Executive Officer of INNO, an individual in his capacity as the Split-Off Subsidiary purchaser, entered into a Split-Off Agreement (the "Split-Off Agreement"). Pursuant to the terms of the Split-Off Agreement, INNO, as seller, in consideration of the cancellation of 45,606,489 shares of the Company's common stock, any and all preferred stock issued or outstanding and the assignment and assumption of $797,000 of INNO's liabilities, sold to Mr. Tidwell all of the issued and outstanding shares of the Split-Off Subsidiary including all assets related to INNO's prior business.
Financing
On October 8, 2020, and on October 14, 2020, respectively, the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with investors (the "Investors") pursuant to which the Company sold to the Investors 10% secured subordinated convertible promissory notes, (the "Notes") realizing gross proceeds of $2,000,000 and warrants to purchase shares of the Company's common stock.
Mr. Sunandan Ray, the new Chief Executive Officer of "INNO" stated "We are very pleased to announce the completion of Unique Logistics' merger with INNO. Becoming a public company is a key element of our growth strategy, and the completion of this merger is a significant accomplishment for Unique Logistics. A public listing will provide us with greater access to capital, enhance our ability to attract additional talent to our management team and will allow us to use our public equity to execute on our future acquisition strategy."
Mr. Ray continued, "We would like to thank our existing INNO shareholders and welcome our new shareholders. This merger is an important milestone as we continue to build shareholder value."
A copy of the merger agreement, and additional information related to the Merger and the Financing can be found in the Current Reports on Form 8-K's filed with the Securities and Exchange Commission on October 13, 2020 and October 19, 2020, respectively. Those reports may be accessed at www.sec.gov.
About Innocap, Inc.
Innocap, Inc (OTC: INNO) is a fully reporting publicly-held company that wholly-owns Unique Logistics.
Menage a trois of established worldwide companies, all squeezing into a shell with less than 70M float.
Table pounding time is almost over. Huge gains coming here, IMO!!!! ULHI, most likely the new symbol.
This is like discovering plutonium....by accident!!!!!
Three companies rolled into the INNO shell.
Unique Logistics alone has upwards of $150M revenues:
https://rocketreach.co/unique-logistics-international-profile_b5c7f763f42e0db5
Debt holders repaid early with company cash.
This is the sign of a strong alliance coming together under one roof to form a global logistics powerhouse!
All IMO, but if anyone can see the writing on the wall the way I do, I think we'll enjoy a very healthy PPS rise when the rest of the market catches on.
INNO/ULHI early birds will win big here....IMO!!!!
Innocap, Inc. Year End Message To Shareholders
NEW YORK, Dec. 14, 2020 /PRNewswire/ --
https://www.otcmarkets.com/stock/INNO/news/story?e&id=1765115
Message from CEO:
"As 2020 draws to a close, I take pleasure in reviewing some of our accomplishments in recent months. In October 2020, through the merger with Unique Logistics Holdings, Inc. ("ULHI") we acquired a thriving global logistics business. The acquisition comprised three individual companies under ULHI with a substantial United Stated based book of business and an experienced employee base.
We have successfully integrated the three companies under one management team, one operating system and a unified vision of the future. Synergies in services and administration have enabled us to make substantial savings in overhead which will be visible when we publish financial information in the weeks ahead. We have been successful in securing new business contracts and in establishing a business development presence that is driving growth and will continue to do so.
We will continue to grow our United States presence organically, while also seeking to aggressively grow our business through acquisitions within the United States and in key overseas markets resulting in widening our range of services to our customer base and greater control of services in the supply chain of our customers.
We now have well established credit facilities to support our growth and have successfully used our own operating cash flow to make early repayments to debt holders.
We approach the close of a tumultuous year for all of us. On behalf of my Management Team, I would like to thank all of our loyal shareholders and wish each of you and your families a successful 2021 and a better year for the world. The Management of INNO and our dedicated team of employees are committed to your success!"
- Sunandan Ray, CEO
About Innocap, Inc.
Innocap, Inc (OTC: INNO) is a fully reporting publicly-held company. INNO, through its wholly owned operating subsidiaries, is a global logistics and freight forwarding company providing a range of international logistics services that enable its customers to outsource to the Company sections of their supply chain process. The services provided are seamlessly managed by its network of trained employees and integrated information systems. We enable our customers to share data regarding their international vendors and purchase orders with us, execute the flow of goods and information under their operating instructions, provide visibility to the flow of goods from factory to distribution center or store and when required, update their inventory records.
Bottom line, that's over $52,000 revenues from the month's gas sales.
That number is based on today's natural gas futures price.
https://www.investing.com/commodities/natural-gas
On the side for now. As soon as one of these attorney letters takes, we should start seeing those PRs.
In 2 1/2 hours the volume will be zero. Market closes at 1:00 today.
That was a nice flurry of activity. Just like that, .09s to .11s!
Somebody flashed a low offer for 8000 shares, or was it 8800?
I'll be watching Finra for the name change to hit. Could happen anytime IMO, maybe even before EOD today?
Finra shows a few changes for today, but nothing for us yet.
Very excited to see the Unique Logistics revenues tied to the shell!
https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes
There weren't a ton of people who stayed interested here after the run in October was done. That move created such high volume that the stock became extremely liquid and very attractive to daytraders.
The people who created much of that volume have moved onto other tickers that trade with similar characteristics. The people who have remained for the bigger play are probably already loaded and/or are waiting for the next news/event to hit.
What's low is the awareness of what we've got brewing. The interest is extremely high, it's just not very widespread yet.
This is what's known as a hidden gem on the OTC. Under the radar because it's a pink, with a huge story under the hood that only a handful of people understand.
Add to that a group of shareholders who are not flip happy, and the parabolic stew becomes thicker, richer, and more flavorful.
I'll have 1 large stew, a few hot tamale's, and an extra large keg of powder please!
That post was loaded with typos, LOL. Sorry about that. Yes Thursday is a short trading day.
The name change target date is on or about 12/27. So this weekend we should see some changes taking place in our position managers.
That was a typo, thank you. I fixed it.
The company set a target date of 12/27/2020 for name/ticker change, and assimilation of the additional 300M shares into the A/S. Those shares were added to A/S (not O/S) to protect the company from the possibility of a hostile takeover. That is explained in a different filing, which you can find here:
https://www.otcmarkets.com/stock/INNO/disclosure
IMO we will have full financials during the time we halt for the changes. So as long as the company is on schedule, the next two days are the last chance to trade this before we get all the updates....and Friday is a short trading day.
Check this post out, it shows the references to name/ticker change in the filing.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=160347524
Says a lot about shareholder confidence. Every shareholder in the world thinks this is worth more than .15.
Lets keep those bidders upticking until they have to slap the ask!!!!
I don't know about budgeting for these kinds of projects. But I do know $10M revenue is enough money for people to take a serious look here. Even if only 10% of that is profit, that's a nice take for a single contract.
Huge market for that kind of stuff in 3rd world countries. Probably cult followings in US also.
Higher bids now. .147 for 9k.
They keep climbing higher and higher to shake the tree, but nobody is dropping any fruit!!!!
Mine isn't coming off the tree until it's ripe!
These bids will spawn some ask slaps I think. Nobody wants to hit bids now with all that's happening. Matter of fact, that ask is looking better and better.
I'd bet that if someone does slap OTCX here, the print will be 5 or 6 decimals, slightly lower than the price he's showing. Maybe not, but OTCX has a reputation for that kind of shenanigans.
That's fine. I bid sit as well, just not when it's dead quiet and there are other opportunities screaming at me.
It will be massive when it wakes up IMO. I just don't trade stocks when they are in a slow period unless I'm actively accumulating, and with this one, the boat is loaded.
Ask slapping now would only be feeding the flippers. I'll wait until real volume and movement comes in so I can laugh as the beer and pizza money crowd get mopped up.
Thanks for that. It's been a while since I've spoken to someone with a Fidelity account. Most OTC traders use another broker because of that stop sign rule.
Certainly not wasting their time bid sitting here when everything is quiet.
I would explain the concept of why and when to ask slap, but I don't think it would make a difference. Everybody trades their own way regardless.
Bid sitting on a day like today isn't a bad strategy, but I'll be the one buying them off the ask when volume returns.
It's all about maximizing opportunity. INNO has traded about 32k shares today. Not much opportunity anywhere now.
See y'all when it's time to slap the ask again.