close of business on September 26, 2017.
Dear Freeze Tag, Stockholder:
The enclosed Information Statement is being distributed to the holders of record of common stock, par value $0.00001 per share (“ Common Stock ”), of Freeze Tag, Inc., a Delaware corporation (the “ Company ” or “ we ”) as of the close of business on September 5, 2017 (the “ Mailing Record Date ”) under Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The purpose of the enclosed Information Statement is to inform our stockholders of action taken by written consent by the holders of a majority of our outstanding voting stock. The enclosed Information Statement shall be considered the notice required under Section 228 of the Delaware General Corporation Law.
The following action was authorized, by written consent, by holders of a majority of our outstanding voting stock on August 21, 2017, (the “ Written Consent ”):
·
an amendment to the Company’s Certificate of Incorporation (the “ Certificate of Amendment ”) to: (i) approve a reverse stock split of the Company’s outstanding common stock at a ratio of 1-for-100; and (ii) decrease the Company’s authorized common stock from 2,000,000,000 shares, par value $0.00001 to 800,000,000 shares, par value $0.00001..
The Written Consent constitutes the only stockholder approval required under the Delaware General Corporation Law, our Certificate of Incorporation and Bylaws to approve the Certificate of Amendment. No consents or proxies are being requested from stockholders, and our Board of Directors is not soliciting your consent or your proxy in connection with these actions. The Certificate of Amendment, as approved in the Written Consent, will not become effective until at least 20 calendar days after the enclosed Information Statement is first mailed or otherwise delivered to our stockholders entitled to receive notice thereof. The Company anticipates that the amendments discussed above will be effected on or about the close of business on September 26, 2017.