Ozop Surgical Corp.
319 Clematis Street
Suite 714
West Palm Beach, FL 33401
January __, 2020
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear Shareholder:
This notice and the accompanying Information Statement are being distributed to the holders of record (the “Shareholders”) of the voting capital stock of Ozop Surgical Corp., a Nevada corporation (the “Company”), as of the close of business on December 26, 2019 (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 Chapter 78 of the Nevada Revised Statutes (the “NRS”). 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 action:
• Effecting a one-for-one thousand (1:1,000) reverse stock split of the Company’s issued and outstanding shares of common stock, without reducing the number of authorized shares of common stock (the “Reverse Stock Split”).
The Written Consent is the only shareholder approval required to affect the Reverse Stock Split under the NRS, our Articles of Incorporation, as amended, or 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 will not become effective until at least 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 January 6, 2020.
Important Notice Regarding the Availability of Information Statement Materials in Connection with this Schedule 14C: We will furnish a copy of this Notice and Information Statement, without charge, to any shareholder upon written request to the address set forth above, Attention: Corporate Secretary.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Sincerely,
/s/ Michael D. Chermak
Michael D. Chermak
Chairman & Chief Executive Officer
The number of shares of common stock issued and outstanding immediately prior thereto will be reduced from approximately 192,573,422 shares (assuming this number of shares outstanding as of December 26, 2019, are outstanding immediately prior thereto) to approximately 192,574 shares of common stock (1:1,000 reverse stock split ratio) and (ii) proportionate adjustments will be made to the per-share exercise price and the number of shares covered by outstanding options and warrants, if any, to buy common stock, so that the total prices required to be paid to fully exercise each option and warrant before and after the Reverse Stock Split will be approximately equal. Except for adjustments that may result from the treatment of fractional shares, which will be rounded up to the nearest whole number, each shareholder will beneficially hold the same percentage of common stock immediately following the Reverse Stock Split as such shareholder held immediately prior to the Reverse Stock Split.
As part of the Reverse Stock Split, the number of authorized shares of common will not be reduced.
