To: The Holders of the Common Stock of Pacific Ventures Group, Inc.
Re: Action by Written Consent in Lieu of a Special Meeting of Shareholders
This Information Statement is furnished by the Board of Directors of Pacific Ventures Group, Inc., a Delaware corporation (the “Company”), to holders of record of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at the close of business on June 27, 2023. The purpose of this Information Statement is to inform the Company’s shareholders of an action taken by the written consent of the holders of a majority of the Company’s voting stock, dated as of June 27, 2023, in lieu of a special meeting of shareholders, to wit:
The authorization and approval of a reverse split of the issued and outstanding shares of the Company’s Common Stock, including shares of Common Stock reserved for issuance, in a ratio to be determined by the Company’s Board of Directors, not to exceed a one-for-two-hundred-fifty (1:250) basis (the “Reverse Split”).
The foregoing actions were approved on June 27, 2023, by the Company’s Board of Directors. In addition, on June 27, 2023, the holder of 90.28% of the voting power of the Company’s outstanding voting securities (the “Consenting Stockholder”), as of the record date, approved the foregoing action. The number of shares voting for the Reverse Split was sufficient for approval.
Section 228 of Title 8 of the Delaware General Corporation Law provides, in part, that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.
In order to eliminate the costs and management time involved in obtaining proxies and, in order to effect the above action as early as possible in order to accomplish the purposes of the Company as herein described, the Board of Directors consented to the utilization of, and did in fact obtain, the written consent of the Consenting Stockholder who owns shares representing a majority of the Company’s voting stock.
The entire cost of furnishing this Information Statement will be borne by the Company. The Company may request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Company’s Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The accompanying Information Statement is furnished only to inform the Company’s shareholders of the action described above before it takes place, in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. This Information Statement will be first distributed to you on or about July 19, 2023.
By Order of the Board of Directors
/s/ Shannon Masjedi
Shannon Masjedi
Chief Executive Officer and Director
[ * ], 2023
Los Angeles, California
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