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Thursday, November 15, 2018 12:46:17 PM
This notice and the accompanying Information Statement are being distributed to the holders of record (the “ Shareholders ”) of the voting capital stock of Bravatek Solutions, Inc., a Colorado corporation (the “ Company ”), as of the close of business on November 13, 2018 (the “ Record Date ”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the notice requirements of the Colorado Business Corporation Act (the “ CBCA ”). The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our Board of Directors (the “ Board ”) and taken by written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of the Record Date (the “ Written Consent ”).
The Written Consent approved the following actions:
Performing a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of one post-split share per ten thousand pre-split shares (1:10,000) (the “ Reverse Stock Split ”).
The Written Consent is the only shareholder approval required to effect the Reverse Stock Split under the CBCA, our Articles of Incorporation, as amended, and our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your consent or proxy in connection with the Reverse Stock Split. The Reverse Stock Split, as approved by the Written Consent, will not become effective until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the Shareholders. We expect to mail the accompanying Information Statement to the Shareholders on or about November __, 2018.
https://www.otcmarkets.com/filing/html?id=13058879&guid=0lpMUpdTpEpSfth
Here's the standard BS again:
Lame pretext to rush it: wouldn't the lawyers and accountants have anticipated this from the SEC when they proposed the Triton deal?
(Is THAT the "more conventional financing" he's been promising? Contingent on this R/S?)
Reasons for the Reverse Stock Split
On October 31, 2018, the Company received a comment letter from the staff of the Division of Corporate Finance of the United States Securities and Exchange Commission (the “ SEC ”) indicating that Company’s common stock is quoted on the OTC Pink market, referencing Question 139.13 of the SEC’s Compliance and Disclosure Interpretations on the Securities Act Sections, and requesting the Company withdraw the Company’s Registration Statement on Form S-1 filed on October 26, 2018 for the private equity line financing by Triton Funds LP (the “ Triton Equity Line ”). Question 139.13 generally permits a company to file a registration statement for the resale by investor(s) of securities sold in a private equity line financing if there is an existing market for the securities on a national securities exchange, or through the facilities of the OTC Bulletin Board or the OTCQX or OTCQB marketplaces of OTC Link ATS.
The Board believes that effecting the Reverse Stock Split will increase the Company’s stock price so that the Company will satisfy the minimum bid price test of $0.01/share to uplist from the OTC Pink market to the OTCQB. The Board therefore believes that the Reverse Stock Split is necessary to secure financing under the Triton Equity Line.
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