THIS IS NOT A NOTICE OF A SPECIAL MEETING OF
STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION
STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR VOTING CAPITAL STOCK. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS OR APPRAISAL RIGHTS WITH RESPECT TO THE ACTIONS DESCRIBED IN THIS INFORMATION
STATEMENT.
To the Company’s Stockholders:
This notice and accompanying Information
Statement is furnished to the holders of shares of common stock, par value $0.001 per share (our “Common Stock”), of bowmo,
Inc., a Wyoming corporation (the “Company”; “we”; “us”; “our”; or, similar terminology).
The mailing date of this Information Statement is on or about December 14, 2022. This Information Statement has been filed with the Securities
and Exchange Commission (the “SEC”) and is being furnished, pursuant Regulation 14C of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), to notify our stockholders of the actions we are taking pursuant to a written consent executed
by stockholders representing a majority of the voting power of our capital stock in lieu of a meeting of stockholders.
On December 1, 2022, the record date for determining
the identity of stockholders who are entitled to receive this Information Statement (the “Record Date”), we had issued and
outstanding, 26,339,136,662 shares of Common Stock, and 1,000,000 shares of Series G Preferred. Each share of the Common Stock entitles
the holder to one vote per share; therefore, on the Record Date, the total voting capital stock issued and outstanding amounted to 26,339,136,662
shares with total voting power of 26,339,136,662 votes. Holders of the Series G Preferred entitles the holders thereof to vote together
as a class with voting rights equal to seventy-eight percent (78%) of all of the issued and outstanding shares of the Common Stock.
No vote or other consent of our stockholders
is solicited in connection with this Information Statement. We are not asking you for a proxy and you are requested not to send us a proxy.
NOTICE IS HEREBY GIVEN that a stockholders
owning 1,000,000 shares of Series G Preferred, or approximately 78% of the voting power of our outstanding voting securities, executed
and delivered to the Board of Directors of the Company (the “Board”) a written consent dated December 1, 2022, in lieu of
a special meeting of the stockholders of the Company (the “Written Consent”) approving the following action:
| (1) | Authorization of the Company’s board of directors (the “Board”), in its sole and absolute
discretion, and without further action of the stockholders, to file an amendment to the Company’s articles of incorporation (the
“Articles of Incorporation”) to effect a reverse stock split of the Company’s issued and outstanding Common Stock, at
a ratio of 1 for 1,000 (the “Reverse Stock Split”), with the Reverse Stock Split to be effected at such time and date, if
at all, as determined by the Board in its sole discretion. Fractional shares will be rounded up to the next whole share. |
Because the Reverse Stock Split was
approved by the written consent of stockholders with voting rights equal of 78% of all of the issued and outstanding shares of Common
Stock, no proxies are being solicited with this Information Statement. The Board has also approved the Reverse Stock Split.
We are not aware of any substantial
interest, direct or indirect, by security holders or otherwise, that is in opposition to matters of action being taken. In addition, pursuant
to the laws of the State of Wyoming, the actions to be taken by majority written consent in lieu of a special stockholder meeting do not
create appraisal or dissenters’ rights.
The Board determined to pursue stockholder
action by majority written consent of those shares entitled to vote in an effort to reduce the costs and management time required to hold
a special meeting of stockholders and to implement the above action in a timely manner.
The accompanying Information Statement,
which describes the Reverse Stock Split in more detail, is being furnished to all of our stockholders for informational purposes only,
pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Stockholders of record
at the close of business on the Record Date are entitled to receive this Information Statement.
An Amendment will be filed with the Secretary
of State of the State of Wyoming to give effect to the Reverse Stock Split substantially in the form attached as Annex A to this
information statement.
Under Section 14(c) of the Exchange Act, actions
taken by written consent without a meeting of stockholders cannot become effective until 20 days after the mailing date of this definitive
Information Statement, or as soon thereafter as is practicable. We are not seeking written consent from any stockholders other than as
set forth above and our other stockholders will not be given an opportunity to vote with respect to the actions taken. All necessary corporate
approvals have been obtained, and this Information Statement is furnished solely for the purpose of advising stockholders of the actions
taken by written consent and giving stockholders advance notice of the actions taken.
ABOUT THE INFORMATION STATEMENT
What is the Purpose of this Information Statement?
This Information Statement is being furnished
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify the Company’s
stockholders as of the Record Date of certain corporate actions to be taken pursuant to the consents or authorizations of stockholders
representing a majority of the voting rights of the Company’s outstanding capital stock.
What actions were taken by written consent?
Effective as of December 1, 2022, we obtained
consent from holders of a majority of the voting capital stock of the Company approving the following corporate action:
| (1) | Authorization of the Company’s board of directors (the “Board”), in its sole and absolute
discretion, and without further action of the stockholders, to file an amendment to the Company’s articles of incorporation (the
“Articles of Incorporation”) to effect a reverse stock split of the Company’s issued and outstanding Common Stock, at
a ratio of 1 for 1,000 (the “Reverse Stock Split”), with the Reverse Stock Split to be effected at such time and date, if
at all, as determined by the Board in its sole discretion. Fractional shares will be rounded up to the next whole share. |
How many shares of voting capital stock were
outstanding on the date of the consent?
On the date of the written consent, which is the
Record Date and the date we received a copy of the consent of the holders of a majority of the voting power of capital stock, there were
issued and outstanding 26,339,136,662 shares of Common Stock and 1,000,000 shares of Series G Preferred. Each share of the Common Stock
entitles the holder to one vote per share; therefore, on the Record Date, the total voting capital stock issued and outstanding amounted
to 26,339,136,662 shares with total voting power of 26,339,136,662 votes. Holders of the Series G Preferred entitles the holders thereof
to vote together as a class with voting rights equal to seventy-eight percent (78%) of all of the issued and outstanding shares of the
Common Stock.
What vote was obtained to approve the Reverse
Stock Split as described in this Information Statement?
We obtained the written consent in lieu of a meeting
from the holders of Series G Preferred Stock, representing approximately 78% of the voting power of our stockholders (the “Consenting
Stockholders”). Under the WBCA and the Articles of Incorporation, the affirmative vote of the stockholders holding at least a majority
of the voting power of the Company entitled to vote constitutes the vote required to amend the Articles of Incorporation.
Who is entitled to notice?
Each holder of outstanding voting securities,
as of the Record Date, will be entitled to notice of the actions. Stockholders as of the close of business on the Record Date that held
in excess of fifty one (51%) of the voting power of the Company’s outstanding shares of voting securities voted in favor of the
Approved Corporate Actions.
Is consent to action in lieu of a meeting authorized
under Wyoming law?
The WBCA provides that any action required or
permitted to be taken at a meeting of stockholders of a corporation may be taken without a meeting if a written consent thereto is signed
by the stockholders holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted.
This Information Statement is being distributed
pursuant to the requirements of Section 14(c) of the Exchange Act to the Company’s stockholders as of the Record Date. The corporate
actions described herein will be effective approximately 20 days after the mailing of this Information Statement.
Who is bearing the cost of mailing this Information
Statement?
The entire cost of furnishing this Information
Statement will be borne by the Company.
What is a reverse stock split?
A reverse stock split reduces the total number
of a company’s outstanding shares in proportion to the split ratio chosen. Following the effectiveness of a reverse stock split,
a pre-determined number of existing shares is exchanged for one new share, resulting in an initially higher, yet proportionate, price
per share. A reverse stock split has no impact on a stockholder’s pro rata ownership of the company.
What is the reverse stock split ratio?
The Board has determined and the Consenting Shareholders
have approved a 1-for-1,000 reverse stock split. Stockholders who otherwise would hold fractional shares because the number of shares
of common stock they held before the reverse stock split would not be evenly divisible based upon the split ratio will not be entitled
to cash payments. Rather, their fractional share would be increased to the next highest whole number.
What will be the impact of the reverse stock
split on the outstanding shares of the Company’s preferred stock?
Any reverse stock split under the Amendment will
have no effect upon the authorized or issued shares of the Company’s preferred stock. However, the number of shares of common stock
into which the preferred shares will be converted will be reduced by the same reverse split ratio.
AUTHORIZATION OF REVERSE STOCK SPLIT
On December 1, 2022 the Board recommended
and the Consenting Stockholders approved, believing it to be in the best interests of the Company and its stockholders, the authorization
of the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to our Articles
of Incorporation, to effect the Reverse Stock Split of the Company’s issued and outstanding Common Stock, at a ratio of one for
1,000, with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion.
Fractional shares will be rounded up to the next whole share.
Reason for and Effect of the Reverse
Stock Split
The primary purpose for effecting the Reverse
Stock Split is to increase the per-share trading price of our Common Stock so we can:
| ☐ | improve the liquidity and marketability of our Common Stock; |
| ☐ | broaden the pool of investors that may be interested in investing in the Company by attracting new investors
who would prefer not to invest, or cannot invest, in shares that trade at lower share prices; and |
| ☐ | make our Common Stock a more attractive investment to institutional investors. |
In evaluating the Reverse Stock Split, the Board
has considered and will continue to consider negative factors associated with reverse stock splits. These factors include the negative
perception of reverse stock splits held by many investors, analysts and other stock market participants, including their awareness that
the trading prices of the common stock of some companies that have effected reverse stock splits have subsequently declined to pre-reverse
stock split levels. In recommending the Reverse Stock Split, the Board determined that it believes the potential benefits of the Reverse
Stock Split significantly outweighed these potential negative factors.
Potential Risks from the Reverse Stock Split
We cannot assure you that the total market capitalization
of our Common Stock after the implementation of the Reverse Stock Split will be equal to or greater than the total market capitalization
before the Reverse Stock Split or that the per-share market price of our Common Stock following the Reverse Stock Split will increase
in proportion to the reduction in the number of shares of our Common Stock outstanding in connection with the Reverse Stock Split. Also,
we cannot assure you that the Reverse Stock Split will lead to a sustained increase in the trading price of our Common Stock. The trading
price of our Common Stock may change due to a variety of other factors, including our ability to successfully accomplish our business
goals, market conditions and the market perception of our business. You should also keep in mind that the implementation of the Reverse
Stock Split does not affect the actual or intrinsic value of our business or a stockholder’s proportional ownership in the Company,
subject to the treatment of fractional shares. If the overall value of our Common Stock declines after the proposed Reverse Stock Split,
however, then the actual or intrinsic value of the shares of our Common Stock will also proportionately decrease as a result of the overall
decline in value.
Further, the Reverse Stock Split may reduce the
liquidity of our Common Stock, given the reduced number of shares that will be outstanding after the Reverse Stock Split, particularly
if the expected increase in stock price as a result of the Reverse Stock Split is not sustained. For instance, the proposed Reverse Stock
Split may increase the number of stockholders who own odd lots (fewer than 100 shares) of our Common Stock, creating the potential for
those stockholders to experience an increase in the cost of selling their shares and greater difficulty in selling those shares. If we
effect the Reverse Stock Split, the resulting per-share stock price may nevertheless fail to attract institutional investors and may not
satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our Common Stock may not improve.
Although we expect the Reverse Stock Split to
result in an increase in the market price of our Common Stock, the Reverse Stock Split may not result in a permanent increase in the market
price of our Common Stock, which will depend on many factors, including general economic, market and industry conditions and other factors
described from time to time in the reports we file with the SEC.
Principal Effects on Outstanding Common Stock
If the Board elects to effect the Reverse Stock
Split, the number of outstanding shares of Common Stock will be reduced to 1/1,000th of the current number of outstanding shares of Common
Stock, subject to the treatment of fractional shares, while the number of authorized shares of Common Stock will remain unchanged. Fractional
shares will be rounded up to the next whole share. As of the effective time of the Reverse Stock Split, we will also adjust and proportionately
decrease the number of shares of our Common Stock reserved for issuance upon exercise of, and adjust and proportionately increase the
exercise price of, all options and warrants and other rights to acquire our Common Stock. We will also proportionately reduce the number
of shares that are issuable on vesting of outstanding restricted stock units. In addition, as of the effective time of the Reverse Stock
Split, we will adjust and proportionately decrease the total number of shares of our Common Stock that may be the subject of the future
grants under our stock plans.
The Reverse Stock Split will be affected simultaneously
for all outstanding shares of our Common Stock. The Reverse Stock Split will affect all of our stockholders uniformly and will not change
any stockholder’s percentage ownership interest in the Company. In lieu of issuing fractional shares, the Company will round up
in the event a stockholder would be entitled to receive less than one share of Common Stock as a result of the Reverse Split. The Reverse
Stock Split will not change the terms of our Common Stock. The Reverse Stock Split is not intended as, and will not have the effect of,
a “going private transaction” covered by Rule 13e-3 under the Exchange Act.
After the effective time of the Reverse Stock Split, our Common Stock
will have a new CUSIP number, which is a number used to identify our equity securities, and investors holding stock certificates with
the older CUSIP number will need to exchange them for stock certificates with the new CUSIP numbers by following the procedures described
below.
Our Common Stock is currently registered under
Section 12(g) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation
of the Reverse Stock Split will not affect the registration of our Common Stock under the Exchange Act, and following the Reverse Stock
Split, we will continue to be subject to the periodic reporting requirements of the Exchange Act.
Based on our securities outstanding as of the
Record Date, giving effect to the Reverse Stock Split, without giving effect to the treatment of fractional shares, will result in 26,339,136
issued and outstanding shares of our Common Stock.
Our directors and executive officers have no substantial
interests, directly or indirectly, in the Reverse Stock Split, except to the extent of their ownership in shares of our Common Stock and
securities convertible or exercisable for our Common Stock, which shares and securities will be subject to the same proportionate adjustment
in accordance with the terms of the Reverse Stock Split as all other outstanding shares of our Common Stock and securities convertible
into or exercisable for our Common Stock.
Authorized Shares of Common Stock
We are currently authorized under our Articles
of Incorporation to issue up to 40,000,000,000 shares of common stock and 15,000,000 shares of preferred stock. A total of 26,339,136,662
shares of our Common Stock are outstanding. While the Reverse Stock Split will decrease the number of outstanding shares of our Common
Stock, it will not change the number of authorized shares under our Articles of Incorporation. Consequently, the practical effect of the
Reverse Stock Split will be to substantially increase the number of shares of our Common Stock available for issuance under our Articles
of Incorporation. The Board believes that such an increase is in our and our stockholders’ best interests because it will give us
greater flexibility to issue shares of our Common Stock in connection with possible future financings, joint ventures and acquisitions
as well as under our equity incentive plans and for other general corporate purposes. Although we do not currently have any plans, understandings,
arrangements, commitments or agreements, written or oral, for the issuance of the additional shares of our Common Stock that will become
available for issuance if the Reverse Stock Split is effected, we believe it will be advantageous in the future to have the shares available
for the purposes described above in the future.
By increasing the number of authorized but unissued
shares of Common Stock, the Reverse Stock Split could, under certain circumstances, have an anti-takeover effect, although this is not
the intent of the Board. For example, the Board might be able to delay or impede a takeover or transfer of control of the Company by causing
such additional authorized but unissued shares to be issued to holders who might side with the Board in opposing a takeover bid that the
Board determines, in the exercise of its fiduciary duties, is not in the best interests of the Company or our stockholders. The Reverse
Stock Split could therefore have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any
such unsolicited takeover attempts, the Reverse Stock Split could limit the opportunity for our stockholders to dispose of their shares
at the higher price generally available in takeover attempts or that may be available under a merger proposal. The Reverse Stock Split
could have the effect of providing the Board with additional means to resist changes that stockholders may wish to make if they are dissatisfied
with the conduct of our business, including making it more difficult for stockholders to remove directors. The Board is not aware of any
attempt to take control of the Company and did not authorize the Reverse Stock Split with the intention of using it as a type of anti-takeover
device.
Procedure for Effecting the Reverse Stock Split
If the Board concludes that the Reverse Stock
Split is in the best interests of the Company and our stockholders, the Board will cause the Reverse Stock Split to be implemented at
a whole number ratio of one for 1,000. We will file the Articles of Amendment with the Secretary of State of Wyoming so that the Articles
of Amendment becomes effective at the time the Board determines to be appropriate. The Board may delay effecting the Reverse Stock Split
without resoliciting stockholder approval. The Reverse Stock Split will become effective on the date the Articles of Amendment is filed
with the Secretary of State of Wyoming or at such later effective date and time as specified in the Articles of Amendment.
An Amendment will be filed with the Secretary
of State of the State of Wyoming to give effect to the Reverse Stock Split substantially in the form attached as Annex A to this
information statement.
Record and Beneficial Stockholders
Upon the implementation of the Reverse Split,
we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered Stockholders
whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Split
for their beneficial holders holding our Common Stock in street name. However, these banks, brokers, custodians or other nominees may
have different procedures than registered Stockholders for processing the Reverse Split. Stockholders who hold shares of our Common Stock
with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers,
custodians or other nominees.
Certain of our registered holders of Common Stock
may hold some or all of their shares electronically in book-entry form with our transfer agent, Madison Stock Transfer Inc. (“Madison”).
These Stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a statement
reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with the
transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Split Common Stock,
subject to adjustment for treatment of fractional shares
Until surrendered, we will deem outstanding certificates
representing shares of our Common Stock (the “Old Certificates”) held by stockholders to be cancelled and only to represent
the number of whole shares of post-Reverse Split Common Stock to which these stockholders are entitled, subject to the treatment of fractional
shares. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically
be exchanged for certificates representing the appropriate number of whole shares of post-Reverse Split Common Stock (the “New Certificates”).
If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same
restrictive legends that are on the back of the Old Certificate(s). Madison will furnish to stockholders of record upon the effective
time of the Reverse Stock Split the necessary materials and instructions for the surrender and exchange of their Old Certificates at the
appropriate time. Stockholders will not have to pay any transfer fee or other fee in connection with such exchange. As soon as practicable
after the effective time of the Reverse Stock Split, Madison will send a transmittal letter to each stockholder advising such holder of
the procedure for surrendering Old Certificates in exchange for new shares held in book-entry. You will not be able to use your Old Certificates
representing pre-Reverse Stock Split shares for either transfers or deliveries. Accordingly, you must exchange your Old Certificates to
effect transfers or deliveries of your shares.
Rounding in Lieu of Issuing Fractional Shares
The Company will not issue fractional shares in
connection with the Reverse Split. Therefore, we will not issue certificates representing fractional shares. In lieu of issuing fractions
of shares, we will round up to the next whole number.
Effect on Options, Warrants, Preferred Stock
and Other Securities
All outstanding options, warrants, preferred stock
and other securities entitling their holders to purchase shares of our Common Stock will be adjusted as a result of the Reverse Stock
Split, as required by the terms of each security. In particular, the conversion ratio for each security will be reduced proportionately,
and the exercise price, if applicable, will be increased proportionately, in accordance with the terms of each security and based on the
one-for-1,000 exchange ratio implemented in the Reverse Stock Split. We will also proportionately reduce the number of shares that are
issuable on vesting of outstanding restricted stock units.
Accounting Matters
The Reverse Stock Split will not affect the par
value of our Common Stock per share, which will continue to be $0.001 par value per share, while the number of outstanding shares of our
Common Stock will decrease in accordance with the Reverse Stock Split ratio. As a result, as of the effective time of the Reverse Stock
Split, the stated capital attributable to our Common Stock on our balance sheet will decrease and the additional paid-in capital account
on our balance sheet will increase by an offsetting amount. Following the Reverse Stock Split, reported per share net income or loss will
be higher because there will be fewer shares of our Common Stock outstanding, and we will adjust historical per share amounts in our future
financial statements.
Discretionary Authority of the Board to Abandon
Reverse Stock Split
The Board reserves the right to abandon the Reverse
Stock Split without further action by our stockholders at any time before the effectiveness of the filing with the Secretary of State
of Wyoming of the Articles of Amendment.
Material U.S. Federal Income Tax Consequences of the Reverse Stock
Split
The following discussion is a summary of the material
U.S. federal income tax consequences of the proposed Reverse Stock Split to U.S. Holders (as defined below) of our Common Stock. This
discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated under
the Code, judicial decisions and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”),
in each case in effect as of the date of this Proxy Statement. These authorities may change or be subject to differing interpretations.
Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. We have
not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or
a court will not take a contrary position to that discussed below regarding the tax consequences of the proposed Reverse Stock Split.
For purposes of this discussion, a “U.S. Holder” is a beneficial
owner of our Common Stock who or that, for U.S. federal income tax purposes, is or is treated as:
| · | an individual who is a citizen or resident of
the United States; |
| · | a corporation (or any other entity or arrangement
treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof,
or the District of Columbia; |
| · | an estate, the income of which is subject to
U.S. federal income tax regardless of its source; or |
| · | a trust if (1) its administration is subject
to the primary supervision of a court within the United States and all of its substantial decisions are subject to the control of one
or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) it has a valid election in
effect under applicable U.S. Treasury regulations to be treated as a United States person. |
This discussion is limited to U.S. Holders who
hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment).
This discussion does not address all U.S. federal income tax consequences relevant to the particular circumstances of a U.S. Holder, including
the effect of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders
that are subject to special rules, including, without limitation:
| · | Real estate investment trusts; |
| · | Regulated investment companies; |
| · | Tax-exempt organizations; |
| · | Dealers or traders in securities or currencies; |
| · | U.S. Holders who hold common stock as part of
a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes or U.S. holders
that have a functional currency other than the U.S. dollar; or |
| · | U.S. Holders who actually or constructively own
10% or more of our voting stock. |
If a partnership (or other entity treated as a partnership for U.S.
federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership
will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities
treated as partnerships for U.S. federal income tax purposes) holding our Common Stock and the partners in such entities should consult
their own tax advisors regarding the U.S. federal income tax consequences of the proposed Reverse Stock Split to them.
In addition, the following discussion does not
address the U.S. federal estate and gift tax, alternative minimum tax, or state, local and non-U.S. tax law consequences of the proposed
Reverse Stock Split. Furthermore, the following discussion does not address any tax consequences of transactions effectuated before, after
or at the same time as the proposed Reverse Stock Split, whether or not they are in connection with the proposed Reverse Stock Split.
This discussion should not be considered as tax or investment advice, and the tax consequences of the proposed Reverse Stock Split may
not be the same for all stockholders.
Tax Consequences to the Company
The proposed Reverse Stock Split is intended to
be treated as a “recapitalization” pursuant to Section 368(a)(1)(E) of the Code. As a result, we should not recognize taxable
income, gain or loss in connection with the proposed Reverse Stock Split.
Tax Consequences to U.S. Holders
A U.S. Holder generally should not recognize gain
or loss upon the proposed Reverse Stock Split for U.S. federal income tax purposes, except with respect to cash received in lieu of a
fractional share of our Common Stock, as discussed below. A U.S. Holder’s aggregate adjusted tax basis in the shares of our Common
Stock received pursuant to the proposed Reverse Stock Split should equal the aggregate adjusted tax basis of the shares of our Common
Stock exchanged therefor (reduced by the amount of such basis that is allocated to any fractional share of our common stock). The U.S.
Holder’s holding period in the shares of our Common Stock received pursuant to the proposed Reverse Stock Split should include the
holding period in the shares of our Common Stock exchanged therefor. U.S. Treasury Regulations provide detailed rules for allocating the
tax basis and holding period of shares of common stock surrendered in a recapitalization to shares received in the recapitalization. U.S.
Holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding
the allocation of the tax basis and holding period of such shares.
A U.S. Holder that, pursuant to the proposed Reverse
Stock Split, receives cash in lieu of a fractional share of our Common Stock should recognize capital gain or loss in an amount equal
to the difference, if any, between the amount of cash received and the portion of the U.S. Holder’s aggregate adjusted tax basis
in the shares of our Common Stock surrendered that is allocated to such fractional share. Such capital gain or loss will be short term
if the pre-Reverse Stock Split shares were held for one year or less at the effective time of the Reverse Stock Split and long term if
held for more than one year. We will not recognize any gain or loss as a result of the proposed Reverse Stock Split.
A U.S. Holder of our Common Stock may be subject
to information reporting and backup withholding on cash paid in lieu of a fractional share in connection with the proposed Reverse Stock
Split. A U.S. Holder of our Common Stock will be subject to backup withholding if such U.S. Holder is not otherwise exempt and such U.S.
Holder does not provide its taxpayer identification number in the manner required or otherwise fails to comply with applicable backup
withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded
or allowed as a credit against a U.S. Holder’s federal income tax liability, if any, provided the required information is timely
furnished to the IRS. U.S. Holders of our Common Stock should consult their own tax advisors regarding their qualification for an exemption
from backup withholding and the procedures for obtaining such an exemption.
This discussion is for general information
only and is not tax advice. It does not discuss all aspects of U.S. federal taxation that may be relevant to a particular stockholder
in light of such stockholder’s circumstances and income tax situation. Accordingly, stockholders should consult their tax advisors
with respect to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences of
the proposed Reverse Stock Split arising under the U.S. federal estate or gift tax laws or under the laws of any state, local or non-U.S.
taxing jurisdiction or under any applicable income tax treaty.
Dissenters’
and Appraisal Rights
Neither Wyoming law, the Articles of Incorporation,
nor our bylaws provide for appraisal or other similar rights for dissenting stockholders in connection with this proposal. Accordingly,
our stockholders will have no right to dissent and obtain payment for their shares, and we will not independently provide stockholders
with any such right.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information
regarding the beneficial ownership of our common stock as of December 1, 2022, by the following persons:
| ☐ | Each person who is known to be the beneficial owner of more than 5% of our issued and outstanding shares
of common stock, |
| ☐ | Each of our named executive officers (as defined in Item 402 of Regulation S-K) and directors, and |
| ☐ | All of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance
with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above
include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from
December 1, 2022, and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from December
1, 2022.
The information provided herein is based upon
a list of our shareholders and our records with respect to the ownership of warrants and options to purchase securities in our company.
The percentages in the table have been calculated on the basis of treating as outstanding for a particular person all shares of our common
stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options,
warrants, rights, or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except
as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock
owned by them, except to the extent that power may be shared with a spouse.
As of December 1, 2022, there were 26,339,136,662
shares of our Common Stock outstanding. In addition, the following shares of preferred stock were outstanding:
Series A Convertible Preferred Stock, has
a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of ten shares
of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting with the common stock as a
single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends. As of September 30, 2022 and December
31, 2021, there are 0 shares of Series A preferred stock issued.
Series B Convertible Preferred Stock, has
a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 4,000 shares
of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes, voting with the common stock as
a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends. As of September 30, 2022 and December
31, 2021, there are 5,000 shares of Series B preferred stock issued.
Series C Convertible Preferred Stock, has
a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 400 shares
of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting with the common stock as a
single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends declared and paid
with respect to each share of Common Stock. As of September 30, 2022 and December 31, 2021, there are 5,000,000 shares of Series C preferred
stock issued.
Series D Convertible Preferred Stock, has
a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid divided by the fixed conversion
price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation rights to be paid in cash,
before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends accrued but unpaid thereon
and is entitled to 8% cumulative dividends. As of September 30, 2022 and December 31, 2021, there are 125,000 shares of Series D preferred
stock issued.
Series E Convertible Preferred Stock has
a par value of $0.001, and a stated value of $1.00 per share, subject to adjustment. The shares of Series E Convertible Preferred Stock
can convert at a conversion price that is equal to the amount that is 61% of the lowest trading price of the Company’s common stock
during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible Preferred Stock are subject to redemption
by the Company at its option from the date of issuance until the date that is 180 days therefrom, subject to premium that ranges from
120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12% cumulative dividend, which will increase
to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash, before any payment to common or junior
stock. As of September 30, 2022 and December 31, 2021, there are 0 shares of Series E preferred stock issued
Series F Convertible Preferred Stock, has
a par value of $0.001, may be converted at the holder’s election into shares of common stock at the current conversion rate of 93,761,718
shares of common stock for one share of Series F Preferred Stock. Each share is entitled to 93,761,718 votes, voting with the common
stock as a single class, has no liquidation rights and is not entitled to receive dividends. As of September 30, 2022 and December 31,
2021, there are 101 shares of Series F preferred stock issued.
Series G Convertible Preferred Stock, has
a par value of $0.001, may be converted at the holder’s election into shares of common stock for a period ending 18 months following
issuance at the conversion rate that will result, in the aggregate, in the holders of Series G Preferred Stock receiving that number of
shares of Common Stock which equals Seventy Eight Percent (78%) of the total issued and outstanding shares of commons stock of the company
on a fully diluted basis. The Series G Preferred Stock shall vote with the common stock as a single class, has liquidation rights of $0.001
per share and is entitled to receive an annal dividend of 6% of the Stated Value (the “Divided Rate”), which shall be cumulative,
payable solely upon redemption, liquidation, or conversion. As of September 30, 2022 and December 31, 2021, there are 1,000,000 shares
of Series G preferred stock issued.
Name of Beneficial Owner | |
Type of Shares | |
Number of Shares Held | | |
Percentage of Ownership of Common Stock Beneficially Owned | |
Directors and Officers: | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Edward Aizman | |
Series G Preferred | |
| 558,000 | | |
| 43 | % |
| |
| |
| | | |
| | |
Michael Lakshin | |
Series G Preferred | |
| 442,000 | | |
| 35 | % |
| |
| |
| | | |
| | |
Conrad Huss | |
Series B Preferred | |
| 5,000 | | |
| 0.04 | % |
| |
| |
| | | |
| | |
Conrad Huss | |
Series C Preferred | |
| 5,000,000 | | |
| 3.66 | % |
| |
| |
| | | |
| | |
Conrad Huss | |
Series F Preferred | |
| 101 | | |
| 0.0 | % |
| |
| |
| | | |
| | |
5% Stockholders: | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
None | |
| |
| | | |
| | |
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Information Statement includes forward-looking
statements. You can identify the Company’s forward-looking statements by the words “expects,” “projects,”
“believes,” “anticipates,” “intends,” “plans,” “predicts,” “estimates”
and similar expressions.
The forward-looking statements are based on management’s
current expectations, estimates and projections about us. The Company cautions you that these statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these
forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results
may differ materially from what the Company has expressed or forecasted in the forward-looking statements.
You should rely only on the information the Company
has provided in this Information Statement. The Company has not authorized any person to provide information other than that provided
herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information in
this Information Statement is accurate as of any date other than the date on the front of the document.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING
AN ADDRESS
The Securities and Exchange Commission (the “Commission”)
has adopted rules that permit companies to deliver a single Information Statement to multiple stockholders sharing an address unless a
company has received contrary instructions from one or more of the stockholders at that address. This means that only one copy of the
Information Statement may have been sent to multiple stockholders in your household. If you prefer to receive separate copies of the Information
Statement either now or in the future, please contact our Corporate Secretary either by calling (212) 398-0002 or by mailing a request
to Attn: Corporate Secretary, 99 Wall Street, Suite 891, New York, N.Y. 1005. Upon written or oral request to the Corporate Secretary,
the Company will promptly provide a separate copy of the Information Statement. In addition, stockholders at a shared address who receive
multiple copies of the Information Statement may request to receive a single Information Statement in the future in the same manner as
described above.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements
of the Exchange Act and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports
on Form 10-K and 10-Q with the Commission. The Commission maintains a web site on the Internet (www.sec.gov) that contains reports, proxy
and information statements and other information regarding issuers that file electronically with the Commission through the Electronic
Data Gathering, Analysis and Retrieval System (also known as “EDGAR”).
The Company will make available a copy of the
documents we file with the Commission as soon as reasonably practicable after filing these materials with the Commission. The information
provided on our website is not part of this Information Statement, and therefore is not incorporated by reference. Copies of any of these
documents may be obtained free of charge on our website.
|
By Order of the Board of Directors |
|
|
|
/s/ Michael Lakshin |
|
Michael Lakshin
|
|
Chairman of the Board/President
|
|
December 14, 2022 |
ANNEX A
PROFIT CORPORATION
ARTICLES OF
AMENDMENT OF
BOWMO, INC.
bowmo, Inc., a Wyoming corporation
(the “Corporation”), hereby certifies as follows:
1. The Articles of Incorporation are hereby amended to add the quoted
language to Article 10 as follows:
“Effective upon this
Articles of Amendment to the Articles of Incorporation becoming effective pursuant to the Wyoming Business Corporation Act (the “Effective
Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time (the “pre-Reverse Split
Common Stock”) shall be reclassified into a different number of shares of Common Stock (the “post-Reverse Split Common Stock”)
such that each one thousand (1,000) shares of pre-Reverse Split Common Stock shall, at the Effective Time, be automatically reclassified
into one share of post-Reverse Split Common Stock (such reclassification and combination of shares, the “Reverse Split”).
The par value of the Common Stock following the Reverse Split shall remain at $0.001 per share. No fractional shares of Common Stock shall
be issued as a result of the Reverse Split and, in lieu thereof, upon receipt after the Effective Time by the transfer agent selected
by the Corporation of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender
of the stock certificate(s) formerly representing shares of pre-Reverse Split Common Stock, any stockholder who would otherwise be entitled
to a fractional share of post-Reverse Split Common Stock as a result of the Reverse Split, following the Effective Time (after taking
into account all fractional shares of post-Reverse Split Common Stock otherwise issuable to such stockholder), shall be entitled to receive
one whole share of post-Reverse Split Common Stock instead of a fractional share such stockholder would otherwise be entitled. Each stock
certificate that, immediately prior to the Effective Time, represented shares of pre-Reverse Split Common Stock shall, from and after
the Effective Time, automatically and without any action on the part of the Corporation or the respective holders thereof, represent that
number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such
certificate shall have been combined (as well as the right to receive a whole share in lieu of any fractional shares of post-Reverse Split
Common Stock as set forth above). Each holder of record of a certificate that represented shares of pre-Reverse Split Common Stock shall
be entitled to receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse
Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined pursuant
to the Reverse Split, provided that the Corporation may request such stockholder to exchange such stockholder’s certificate or certificates
that represented shares of pre-Reverse Split Common Stock for shares held in book-entry form through our transfer agent, representing
the appropriate number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented
by such certificate or certificates shall have been combined. The Reverse Split shall be effected on a record holder-by-record holder
basis, such that any fractional shares of post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record
holder shall be aggregated.”
| 1. | This Amendment does not provide for an exchange, reclassification, or cancellation of issued shares. |
| 2. | This Amendment was duly adopted on _____________, 20__. |
| 3. | This Amendment was adopted in accordance with W.S. 17-16-821 of the Business Corporation Act of the State
of Wyoming by the Board of Directors of the Corporation by written consent in lieu of a meeting and in accordance with W.S. 17-16-704
of the Business Corporation Act of the State of Wyoming by affirmative vote of the holders of a majority of all outstanding shares of
Common Stock entitled to vote thereon by written consent in lieu of a meeting. |
IN WITNESS WHEREOF, the Corporation has caused
Articles of Amendment to the Articles of Incorporation to be signed as of ________, 20_____, by its Chairman of the Board and President ,
Michael Lakshin.
BOWMO, INC.
By: |
/s/ |
|
|
Michael Lakshin |
|
|
Chairman of the Board/President |
|