Dear Stockholders:
This notice and accompanying Information Statement are being furnished to the holders of shares of common stock, par value $0.001 (“Common Stock”) and Series A Preferred Stock, par value $0.001 (“Series A Preferred Stock”), of Pacific Health Care Organization, Inc. a Utah corporation (the “Company”, “us” “we”, or “our”), in connection with the approval of the actions described below (collectively, the “Corporate Actions”) taken with the unanimous approval of our board of directors (the “Board”) and by the written consent of Tom Kubota, our CEO, Chairman, and the holder of a majority of the voting power of our issued and outstanding capital stock (the “Consenting Shareholder”):
1.
Amend our Articles of Incorporation to increase our authorized Common Stock from 50,000,000 shares to 200,000,000 shares.
2.
Amend our Articles of Incorporation to effect a forward stock split of all issued and outstanding shares of our Common Stock, at the ratio of four-shares-for-one-share (4:1) (the “Forward Stock Split”).
3.
Adopt the Pacific Health Care Organization, Inc. 2018 Equity Incentive Plan (the “Plan”).
These Corporate Actions were unanimously approved by the Board on February 8, 2018. On February 21, 2018, the Consenting Shareholder, who holds approximately 60.8% of our issued and outstanding Common Stock and 100% of our issued and outstanding Series A Preferred Stock, which votes together with our Common Stock on all matters submitted to a vote of the holders of our Common Stock as a single class, delivered a written consent approving the Corporate Actions. In accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) the Corporate Actions will become effective no sooner than 20 days after we mail this notice and the accompanying Information Statement to our stockholders. The Forward Stock Split also will not become effective until it has been approved and declared effective by the Financial Industry Regulatory Authority (“FINRA”).
The written consent that we received from the Consenting Shareholder constitutes the only stockholder approval required for the Corporate Actions under Utah law, our Articles of Incorporation, as amended (the “Articles”), and our Bylaws as amended through February 8, 2018 (the “Bylaws”). As a result, no further action by any other stockholder is required to approve the Corporate Actions and we have not and will not be soliciting your approval of the Corporate Actions. The record holders of our Common Stock and Series A Preferred Stock as of the close of business on February 21, 2018, are being provided this notice of the Corporate Actions.
The accompanying Information Statement is for information purposes only – Please read it carefully.
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
We thank you for your interest in the Company.
By Order of the Board of Directors
Sincerely,
/s/ Tom Kubota
Tom Kubota, Chief Executive Officer
March 6, 2018
