PURA NATURALS, INC.
23101 Lake Center Drive, Suite 100
Lake Forest, CA 92630
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 25, 2019
To the Stockholders of Pura Naturals, Inc.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of the Stockholders, that we refer to as the Annual Meeting, of Pura Naturals, Inc., a Colorado corporation, will be held on January 25, 2019, 9:00 a.m. Pacific Time, at the administrative offices of Pura Naturals, Inc., located at 23101 Lake Center Drive, Suite 100, Lake Forest, California 92630, to consider and vote upon the following proposals:
1. To approve an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 500,000,000 shares of common stock, $.001 par value, to 1,500,000,000 shares of common stock, $.001 par value, to be effective on a date to be determined by the Company’s board of directors on or prior to December 31, 2019 (the “ Authorized Share Increase ”);
2. To approve an amendment to our Articles of Incorporation to authorize 100,000,000 shares of preferred stock, and grant the Board of Directors (the “Board”) “preferred stock” authority allowing the Board to fix the terms and issue new series of preferred stock without the approval of the holders of the Company’s common stock (the “Creation of Preferred ”);
3. To approve an amendment to our Articles of Incorporation to effect a reverse split of our issued and outstanding shares of common stock (the “ Reverse Stock Split ”) at a ratio of between 1-for-5 and 1-for-50, inclusive, which ratio will be selected at the sole discretion of our Board of Directors at any whole number in the above range, with any fractional shares that would otherwise be issued as a result of the Reverse Stock Split being rounded up to the nearest whole share; provided, that our Board of Directors may abandon the Reverse Stock Split in its sole discretion;
4. To elect a slate of nominees (“ Election of the Board ”) consisting of current directors Robert Doherty, Robert Switzer, Derek Duhame and Dan Kryger to serve as directors of the Company;
5. To ratify the appointment of Malone-Bailey (“ MB ”) as the Company’s independent registered public accountants for the fiscal year ending December 31, 2018;
6. To authorize an adjournment of the Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split or the Authorized Share Increase (the “ Adjournment Proposal ”);
7. To transact other such business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
These proposals and other related matters are more fully described in the Proxy Statement accompanying this notice.
An affirmative vote of a majority of the Company’s issued and outstanding voting shares is required to approve the Authorized Share Increase, and the Reverse Stock Split. The Company has one class of voting stock, Common Stock, that vote together as a single class of the matters at this Annual Meeting. An affirmative vote of a majority of the shares of voting stock present in person or by proxy at the Annual Meeting is required to approve the Adjournment Proposal.
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The Board of Directors unanimously recommends that the stockholders vote FOR all the Proposals set forth above.
Only owners of record of the Company’s issued and outstanding Common Stock as of the close of business on December 3, 2018 (the “ Record Date ”) will be entitled to notice of and to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on the Reverse Stock Split, the Authorized Share Increase, and the Adjournment Proposal. A list of stockholders as of the Record Date will be available at the Annual Meeting for inspection by any stockholder. Stockholders will need to register at the Annual Meeting to attend the Annual Meeting. If your shares of Common Stock are not registered in your name, you will need to bring proof of your ownership of those shares to the Annual Meeting in order to register to attend and vote. You should ask the broker, bank or other institution that holds your shares to provide you with proper proxy documentation that shows your ownership of shares as of the Record Date and your right to vote such shares at the Annual Meeting. Please bring that documentation to the Annual Meeting.
THE ATTENDANCE AND/OR VOTE OF EACH STOCKHOLDER AT THE ANNUAL MEETING IS IMPORTANT, AND EACH STOCKHOLDER IS ENCOURAGED TO ATTEND. TO ASSURE THAT YOUR VOTE IS COUNTED, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING . If you decide to attend the Annual Meeting, you may, if you wish, revoke
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