UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
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the appropriate box:
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Preliminary
Information Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
Information Statement
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Green
EnviroTech Holdings Corp.
(Name
of Registrant as Specified in its Charter)
n/a
(Name
of Person Filing Information Statement, if Other Than the Registrant)
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of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
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Fee
paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid
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Form,
Schedule or Registration Statement No.:
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Green
EnviroTech Holdings Corp.
14699
Holman Mountain Road
Jamestown,
CA 95327
Dear
Stockholder:
The
enclosed Information Statement is being furnished to all holders of record of shares of our common stock, par value $0.001, on
June 14, 2019. The purpose of the Information Statement is to notify our stockholders that on January 24, 2019, our board of directors
and the holders of our outstanding capital stock having a majority of the voting power, respectively, adopted resolutions to amend
our certificate of incorporation: (i) to authorize our board of directors to reverse-split our outstanding common stock up to
200-to-one at any time within one year of the date of the authorization, at the board’s discretion; and (ii) authorize our
board of directors to issue, without stockholder action and within the limits of Delaware General Corporation Law, in one or more
series, shares of any class of stock.
The
Information Statement, which describes the above corporate actions in more detail, is being furnished to our stockholders of record
for informational purposes only pursuant to Section 14(c) of Part 240, General Rules and Regulations of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”). We are not soliciting your proxy in connection with this action.
Pursuant to Rule 14c-2 under the Exchange Act, the corporate action will not be effective until 20 days after the date the Information
Statement is mailed to stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY, AND
YOU
ARE REQUESTED NOT TO SEND A PROXY.
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By
Order of Board of Directors of
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Green
EnviroTech Holdings Corp.
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By:
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/s/
Gary M. De Laurentiis
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Jamestown,
CA
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Gary
M. De Laurentiis
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June
14, 2019
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Chief
Executive Officer and Chairman
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Green
EnviroTech Holdings Corp.
14699
Holman Mountain Road
Jamestown,
CA 95327
INFORMATION
STATEMENT
Concerning
Corporate Action Authorized by Written Consent of Stockholders
No
vote or other action of our stockholders is required in connection
with
this Information Statement. We are not asking you for a proxy,
and
you are requested not to send us a proxy.
INTRODUCTION
This
Information Statement is being furnished to the stockholders of Green EnviroTech Holdings Corp., a Delaware corporation, to advise
them of the corporate actions described herein, which have been authorized by the written consent of stockholders owning a majority
of our voting stock, in accordance with the requirements of the Delaware General Corporation Law.
This
Information Statement will first be mailed to stockholders on or about June 14, 2019, and is being furnished for informational
purposes only.
Our
board of directors has determined that the close of business on June 13, 2019, was the record date for the stockholders
entitled to notice of the actions authorizing the amendment to our certificate of incorporation: (i) to authorize the board of
directors to combine up to 200 issued and outstanding shares of our common stock, par value $0.001, into one share of validly
issued, fully paid, and nonassessable common stock, par value $0.001, at any time within one year of the date of the authorization,
at the board’s discretion (the “
Reverse Split
”); (ii) to authorize the board of directors to issue,
without stockholder action and within the limits of Delaware General Corporation Law, in one or more series, shares of any class
of stock; and (iii) to consolidate our previous amendments. A copy of the Amended and Restated Certificate of Incorporation,
in substantially the form that will be filed with the Delaware Secretary of State, is attached hereto as
Appendix A
(the
“
Shareholder Actions
”). On January 24, 2019, our board of directors and stockholders holding shares entitling
them to a majority of the voting power, respectively, approved the Shareholder Actions in writing.
Under
Section 228 of the Delaware General Corporation Law, any action required or permitted by the Delaware General Corporation Law
to be taken at a meeting of stockholders of a Delaware corporation may be taken without a meeting, without prior notice, and without
a vote if consents in writing setting forth the action so taken are signed by stockholders holding at least a majority of the
voting power. No stockholder meeting was required, and no other stockholder approval is required.
Stockholders
owning of record 231,306,187 shares of our common stock, representing approximately 52.2% of our outstanding shares of voting
stock as of January 24, 2019, executed and delivered to us a written consent authorizing and approving the Shareholder
Actions.
Accordingly,
the Shareholder Actions have been approved by the holders of a majority of our outstanding shares of voting stock, and no further
vote or further action of our stockholders is required to approve these actions. On January 24, 2019, our board of directors authorized
management to deliver this Information Statement. You are being provided with notice of the approval of the Shareholder Actions
by less than unanimous written consent of our stockholders. However, under Rule 14c-2 under the Exchange Act, the Shareholder
Actions will not be effective until 20 days after this Information Statement has first been sent to stockholders.
Our
executive offices are located at 14699 Holman Mountain Road, Jamestown, CA 95327 and our telephone number is (209) 881-3523.
DISSENTERS’
RIGHT OF APPRAISAL
Stockholders
do not have any dissenter or appraisal rights in connection with these actions.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting
Securities
As
of January 24, 2019, our issued and outstanding voting securities consisted of 442,898,825 shares of common stock and 47,300
shares of Series B 12% Convertible Cumulative Preferred Stock issued and outstanding. Each share of common stock is entitled to
one vote on all matters submitted to the holders of common stock for their approval. Shares of Series B Convertible Preferred
are not entitled to a vote on any matter.
Principal
Stockholders
The
following table sets forth certain information, as of June 10, 2019, respecting the beneficial ownership of our outstanding common
stock by: (i) any holder of more than 5%; (ii) each of our named executive officers and directors; and (iii) our directors and
named executive officers as a group, based on 493,985,986 shares of common stock outstanding. Except as otherwise indicated, each
stockholder listed below has sole voting and investment power over the shares beneficially owned:
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Name of Person or Group
(1)
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Nature of Ownership
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Amount
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Percent
(2)
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Principal Stockholder:
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Black Lion Oil Ltd.
(3)
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Common Stock
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38,599,016
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7.8
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%
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Directors:
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Gary M. De Laurentiis
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Common Stock
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440,091
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*
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Christopher R. Smith
(3)
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Common Stock
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38,599,016
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7.8
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%
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All Executive Officers and Directors as a Group (2 persons):
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Common Stock
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39,039,016
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7.9
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%
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*
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Less
than 1%.
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(1)
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All
ownership is direct unless otherwise indicated. Address for all stockholders is 14699 Holman Mountain Road, Jamestown, CA
95327.
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(2)
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Calculations
of total percentages of ownership outstanding for each person or group assume the exercise of all derivative securities owned
by the individual or group to which the percentage relates, pursuant to Rule 13d-3(d)(1)(i).
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(3)
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Our
director, Chris Smith, is also a director of Black Lion Oil Ltd.
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SHAREHOLDER
ACTIONS
The
Reverse Split
Our
board of directors and the holders of a majority of our outstanding shares of voting stock have authorized the board to effect
a reverse split of our common stock in any amount up to 200-to-one at any time within one year of the date of the authorization,
at the board’s discretion. The authorization will become effective 20 days after the mailing of this Information Statement.
Pursuant
to our certificate of incorporation (as amended to date), we had authorized capital of 775,000,000 shares, consisting of 750,000,000
shares of common stock, par value $0.001, and 25,000,000 shares of preferred stock, par value $0.001.
As
of January 24, 2019: (i) 442,898,825 shares of common stock were issued and outstanding and 305,137,384 shares of common
stock were reserved for issuance upon conversion of promissory notes and exercise of outstanding warrants; (ii) 47,300 shares
of Series B 12% Convertible Cumulative Preferred Stock were issued and outstanding; and (iii) an aggregate of $237,100 in principal
amount of convertible notes was outstanding, convertible into approximately 295,275,000 shares of common stock, based on our closing
trading price on that date of $0.0019 per share, a 20-day low of $0.0012 per share, and an assumed weighted average discount rate
of 50% below the market price applicable to the convertible notes.
As
of June 10, 2019: (i) 493,985,986 shares of common stock were issued and outstanding and 255,568,512 shares of common stock were
reserved for issuance upon conversion of promissory notes and exercise of outstanding warrants; (ii) none of the shares of Series
B 12% Convertible Cumulative Preferred Stock were issued and outstanding; and (iii) an aggregate of $1,800,018 in principal amount
of convertible notes were outstanding, convertible into approximately 716,821,400 shares of common stock, based on our closing
trading price on that date of $0.0005 per share, a 20-day low of $0.0004 per share, and an assumed weighted average discount rate
of 40% below the market price applicable to the convertible notes.
Certain
noteholders are converting at such a rapid pace that we are unable to accommodate the reserve shares requirement from our unissued
shares. We do not have the financial resources to repay the noteholders at this time nor enough time to facilitate new funding
to stop the conversions that continue to lower the price of our stock in the market, which increases the reserves needed to supply
the conversions. Our 750,000,000 authorized shares of common stock will be consumed rapidly if we are not able to stop this trend.
Therefore, it is the consensus of management and the shareholders to authorize a reverse split of our common stock in order to
increase the price per share in the market and to reduce the outstanding number.
Filing
an Amendment and Restatement
We
seek to amend and restate our certificate of incorporation to remove any ambiguity respecting the authority of our board of directors
to issue, without stockholder action and within the limits of Delaware General Corporation Law, in one or more series, shares
of any class of our stock. In addition, we believe an amendment and restatement would be helpful to our stockholders and potential
investors by consolidating our previous amendments.
Potential
Anti-takeover Effect
Although
the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover
effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the
composition of our board of directors or contemplating a tender offer or other transaction for the combination of us with another
entity), the resulting increase in our available shares of common stock is not part of such a plan. Nevertheless, management could
use the additional shares that will be available following the reverse split to resist or frustrate a third-party transaction
to acquire control of us. Although our board of directors has no present intention of doing so, our authorized but unissued common
stock could be issued in one or more transactions that would make a takeover of us more difficult or costly and, therefore, less
likely.
After
the Shareholder Actions are effective, generally, no stockholder approval would be necessary for the issuance of all or any portion
of the additional shares of common stock unless required by any law, rules, or regulations to which we are subject.
Depending
upon the consideration per share received by us for any subsequent issuance of common stock, such issuance could have a dilutive
effect on those stockholders who paid a higher consideration per share for their stock. Also, future issuances of common stock
will increase the number of outstanding shares, thereby decreasing the percentage ownership (for voting, distributions, and all
other purposes) represented by existing shares of common stock. Holders of common stock do not have any preemptive rights to acquire
any additional securities issued by us.
INTEREST
OF CERTAIN PERSONS IN OR
IN
OPPOSITION TO MATTERS TO BE ACTED UPON
No
person who has served as our officer or director since the beginning of our last fiscal year or any associates of such person
have any substantial interest, direct or indirect, in the Shareholder Actions, other than the interest held by such persons through
their respective stock ownership of the shares of our capital stock set forth above in the section entitled “Principal Stockholders.”
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement to security holders is being delivered to multiple security holders sharing an address unless we have
received contrary instructions from one or more of the security holders. Upon written or oral request, a separate copy of an Information
Statement can be provided to security holders at a shared address. To request a separate copy, please contact our corporate secretary
at 14699 Holman Mountain Road, Jamestown, CA 95327.
STOCKHOLDER
PROPOSALS
It
is anticipated that the next annual meeting of stockholders will be held in May 2020. Stockholders may present proposals for inclusion
in the information or proxy statement to be mailed in connection with the 2020 annual meeting of stockholders, provided such proposals
are received by us no later than December 31, 2019, and are otherwise in compliance with applicable laws and regulations and the
governing provisions of our articles of incorporation and bylaws.
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By
Order of Board of Directors of
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Green
EnviroTech Holdings Corp.
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By:
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/s/
Gary M. De Laurentiis
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Jamestown,
CA
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Gary
M. De Laurentiis
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June
14, 2019
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Chief
Executive Officer and Chairman
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Appendix
A
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
GREEN
ENVIROTECH HOLDINGS CORP.
Green
EnviroTech Holdings Corp.
, a corporation organized and existing under the laws of the state of Delaware (the “Corporation”),
certifies that:
FIRST:
The name of the Corporation is Green EnviroTech Holdings Corp. The Corporation’s original certificate of incorporation was
filed with the state of Delaware on June 26, 2007, and was amended on July 20, 2010, and March 21, 2013.
This
Amended and Restated Certificate of Incorporation was duly adopted in accordance with Section 242 of the Delaware General Corporation
Law and restates, integrates, and further amends the provisions of the Corporation’s certificate of incorporation.
SECOND:
The address of its registered office in the state of Delaware is 919 North Market Street, Suite 950, Wilmington, Delaware 19801.
The name of its registered agent at such address is Incorp Services, Inc.
THIRD:
The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations
may be organized under the Delaware General Corporation Law.
FOURTH:
The Corporation has authority to issue 750,000,000 shares of common stock with $0.001 par value (“Common Stock”) and
25,000,000 shares of preferred stock with $0.001 par value. The Corporation’s board of directors is authorized to issue,
without stockholder action and within the limits of Delaware General Corporation Law, in one or more series, shares of any class
of stock.
Effective
March 27, 2013, each 100 shares of Common Stock, will be converted and reclassified into one share of Common Stock. Any fractional
shares resulting from such conversion will be rounded up to the nearest whole number.
FIFTH:
The board of directors is expressly authorized to make, alter, or repeal the Bylaws of the Corporation.
SIXTH:
No director will have personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director,
provided
that this article does not eliminate or limit the liability of a director: (i) for any breach of
the director’s duty of loyalty to the Corporation or its stockholders; (ii) for facts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) under
Del. Code
Ann
. Title 8, Section 174; (iv) for any transaction from which the director derived an improper personal benefit.
SEVENTH:
Elections of directors need not be by written ballot unless the Bylaws of this Corporation so provide.
The
foregoing Amended and Restated Certificate of Incorporation was adopted by the Corporation’s stockholders pursuant to Section
228 of the Delaware General Corporation Law. As of January 24, 2019, the Corporation had 442,898,825
shares of Common Stock, of which 231,306,187 voted for such proposal, and 47,300 shares of Series B 12% Convertible Cumulative
Preferred Stock issued and outstanding. Each share of Common Stock is entitled to one vote on all matters submitted to the holders
of Common Stock for their approval. Shares of Series B Convertible Preferred are not entitled to a vote on any matter.
IN
WITNESS WHEREOF,
Green EnviroTech Holdings Corp.
has caused this Amended and Restated Certificate of Incorporation to be
executed by Gary M. De Laurentiis, a duly authorized officer of the Corporation, on this _____ day of ____________________, 2019.
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Gary
M. De Laurentiis, Secretary/Treasurer
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