The purpose of this Information Statement is to notify you that the holder of shares representing a majority of the voting power of Bitzio, Inc. (the “Company”) have given their written consent to a resolution adopted by the Board of Directors of the Company to amend the articles of incorporation to increase the number of authorized shares of common stock from 4,200,000,000 shares to 10,000,000,000. We anticipate that this Information Statement will be mailed on March 16, 2015 to shareholders of record. On or after April 6, 2015, the amendment of the articles of incorporation will be filed with the Nevada Secretary of State and will become effective.
The Board of Directors approved the amendment to increase the number of authorized shares primarily in order to comply with Bitzio’s agreement with its senior creditor, 112359 Factor Fund, LLC (“Factor Fund”). The convertible debt instruments held by Factor Fund require that Bitzio reserve a sufficient number of shares of authorized common stock to enable conversion of the convertible debt issued by Bitzio to Factor Fund. At the present time, Bitzio does not have a sufficient number of authorized shares to satisfy the reserve requirement.
Nevada corporation law and the Company’s bylaws permit holders of a majority of the voting power to take shareholder action by written consent. Accordingly, the Company will not hold a meeting of its shareholders to consider or vote upon the amendment of the Company’s certificate of incorporation.
