Life Clips Inc (fka LCLP)

[Dolly Llama]

They handled this ticker very poorly with the new division and immediate AS increase with no explanation.

They gave a lengthy explanation with the DEF 14C filing of September 1st, of which they first notified us on August 21st with the PRE 14C. Here are some excerpts:
 
Reasons for Proposed Amendment
 
Our Board of Directors’ primary reason for approving and recommending the Authorized Share Increase is to provide additional shares for issuance by the Company to enable the Company to raise additional capital, to complete acquisitions using the Company’s shares for consideration, and to ensure that the Company is in compliance with various loans, warrants and other agreements of the Company which are convertible into shares of Common Stock, wherein the Company covenanted to maintain adequate authorized but unissued shares of Common Stock to enable such conversions.
 
We believe that the Authorized Share Increase will make our Common Stock more attractive to a broader range of institutional and other investors. However, other factors, such as our financial results, general market conditions and the market perception of our company, may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Authorized Share Increase, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Authorized Share Increase or that the market price of our Common Stock will not decrease in the future. Accordingly, the total market capitalization of our Common Stock after the Authorized Share Increase may be lower than the total market capitalization before the Authorized Share Increase.
 
After undertaking a thorough analysis of the advisability of the Authorized Share Increase and considering the totality of the circumstances, our Board of Directors believes that it is fair to the stockholders of the Company, from a financial point of view, and in the best interests of us and our stockholders. The effectuation of the Authorized Share Increase is conditioned on our Board’s consideration of the totality of the circumstances.
 
 
 
 
Potential Effects of Proposed Amendment
 
The Authorized Share Increase will affect all holders of our Common Stock uniformly. The Authorized Share Increase is not intended to affect any stockholder’s percentage ownership interest in our company.
 
The Authorized Share Increase will not change the terms of our Common Stock. After the Authorized Share Increase, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable.
 
After the effective time of the Authorized Share Increase, we will continue to be subject to the periodic reporting and other requirements of the Exchange Act. The Authorized Share Increase is not intended as, and will not have the effect of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act.
 
The availability of a substantial number of authorized but un-reserved shares of our Common Stock resulting from the Authorized Share Increase, under various scenarios, may be construed as having an anti-takeover effect by permitting the issuance of shares of our Common Stock to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions in our Articles of Incorporation or bylaws as then in effect. The proposal to effectuate the Authorized Share Increase did not result from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise, and our board of directors did not authorize the Authorized Share Increase to increase the authorized shares of our Common Stock to enable us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on our Board of Directors.