SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
VETANOVA, INC.
(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
VetaNova, Inc.
335 A Josephine St.
Denver, CO 80206
(303) 248-6883
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD _____, 2022
To the Shareholders:
Notice is hereby given that the special meeting of the shareholders of
VetaNova, Inc. (the "Company") will be held at _______, on _____, 2022 at __:__
_.m. local time, for the following purposes:
(1) subject to the determination of the Company's directors that a reverse
split would be in the best interest of the Company's shareholders, to
approve a reverse split of the Company's common stock on a 60-for-1
basis. The Board of Directors may elect not to proceed with the
reverse stock split without further action by the shareholders;
to transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
______, 2022 is the record date for the determination of shareholders
entitled to notice of and to vote at the meeting. Shareholders are entitled to
one vote for each share held. As of _____, 2022, there were _____ outstanding
shares of the Company's common stock.
VETANOVA, INC.
______, 2022 John McKowen, Chief Executive Officer
The Board of Directors solicits the enclosed proxy. Your vote is important no
matter how large or small your holdings. To assure your representation at the
meeting, please vote promptly.
If you need additional copies of this Proxy Statement or the Proxy Card, or if
you have other questions about the proposal or how to vote your shares, you may
contact:
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD,
AND SIGN, DATE AND RETURN THE PROXY CARD TO SAVE THE COST OF FURTHER
SOLICITATION.
PLEASE VOTE PROMPTLY
VetaNova, Inc.
335 A Josephine St.
Denver, CO 80206
(303) 248-6883
PROXY STATEMENT
The accompanying proxy is solicited by the Company's directors for voting
at the special meeting of shareholders to be held on _____, 2022, and at any and
all adjournments of such meeting. If the proxy is executed and returned, it will
be voted at the meeting in accordance with any instructions, and if no
specification is made, the proxy will be voted for the proposal set forth in the
accompanying notice of the special meeting of shareholders. Shareholders who
execute proxies may revoke them at any time before they are voted, either by
writing to the Company at the address shown above or in person at the time of
the meeting. Additionally, any later dated proxy will revoke a previous proxy
from the same shareholder. This proxy statement was posted on the Company's
website on or about ________, 2022.
There is one class of capital stock outstanding. Provided a quorum
consisting of a majority of the shares entitled to vote is present at the
meeting. The proposal to come before the meeting will be adopted if votes cast
in favor of the proposal exceed the votes cast against the proposal.
Shares of the Company's common stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the annual
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted as having voted against the
proposals to be considered at the meeting.
PRINCIPAL SHAREHOLDERS
The following table lists, as of March 31, 2022, information with respect
to the persons owning beneficially 5% or more of the Company's outstanding
common stock and the number and percentage of outstanding shares owned by each
director and officer of the Company and by the officers and directors as a
group. Unless otherwise indicated, each owner has sole voting and investment
powers over his or her shares of common stock.
Name Shares Percent of
and Address Owned(1) Outstanding Shares
----------- ----- ------------------
John R. McKowen 88,107,690 20.65%
335 A Josephine St.
Denver, Colorado 80206
GrowCo Partners 1, LLC 70,000,000 (1) 16.41%
335 A Josephine Street
Denver, CO
VitaNova Partners, LLC 107,581,262 (1) (2) 12.25%
335 A Josephine Street
Denver, CO 80206
|
GrowCo Partners 2, LLC 20,000,000 (1) 4.69%
335 A Josephine Street
Denver, CO
GrowCo Inc. 5,000,000 (1) 1.17%
335 A Josephine Street
Denver, CO
Prasil Family Matters, LLC 39,137,327 9.17%
7275 N. Scottsdale Road
Paradise Valley, AZ 85253
Jon D. & Linda W. Gruber Trust 36,650,603 8.59%
300 Tamal Plaza, Ste 280
Corte Madera, CA 94925
I. Wistar Morris 19,998,386 5.7%
19 Pond Lane
All officers and directors
as a group (one person) 290,688,952 68.8%
|
(1) This entity is controlled by Mr. McKowen.
(2) Includes shares issuable prior to December 31, 2022 upon the exercise
of options or warrants held by:
Options or Warrants
Name Exercisable Prior to December 31, 2022
---------------------- --------------------------------------
VitaNova Partners, LLC 55,312,837
335 A Josephine Street
Denver, CO 80206
|
PROPOSAL TO APPROVE A REVERSE SPLIT
OF THE COMPANY'S COMMON STOCK
Stockholders are being requested to give the Company's Board of Directors
the authorization to reverse split the outstanding shares of the Company's
common stock on a 60-for-1 basis. The Company's Board of Directors reserves the
right, even after stockholder approval, to forego the reverse stock split if it
determines such action is not in the Company's best interests or the best
interests of the Company's shareholders. If the Board of Directors does not
promptly proceed with the reverse split, shareholder approval for authorization
to reverse split the Company's common stock will expire on ____, 2022. If the
reverse split is abandoned, the Board of Directors may again seek stockholder
approval at a future date for a reverse stock split if it deems a reverse stock
split to be advisable at that time.
The Company's Board of Directors has not made any determination as to
whether it will actually proceed with a reverse split of the Company's common
stock; it is only seeking shareholders' approval for such a step at this time.
The Company's Board of Directors believes that, it would be in the best
interests of the Company's shareholders to adopt a proposal that allows the
Board of Directors to determine whether or not to proceed with a reverse stock
split.
As of March 31, 2022, the Company:
o was authorized to issue 500,000,000 shares of common stock;
o had 426,584,275 outstanding shares of common stock;
o had outstanding warrants which would allow the holders to acquire
59,997,773 shares of common stock; and
o had outstanding convertible notes which would require the Company to
issue 39,303,421 shares of common stock if all of the notes were
converted into shares of common stock.
If all outstanding warrants were exercised and all convertibles notes were
converted into shares of the Company's common stock the Company would not have
enough authorized but unissued shares to issue to the holders of the Company's
warrants and convertible notes.
The reverse split, if adopted, would not change the number of shares of
common stock which the Company is authorized to issue. However, a reverse split
would reduce the number of the Company's outstanding shares, which would enable
the Company to issue more shares than it would be able to issue if the reverse
split was not adopted.
If the reverse split is adopted, the Company:
o would still be authorized to issue 500,000,000 shares of common stock;
o would have 7,109,738 outstanding shares of common stock;
o would have outstanding warrants which will allow the holders to
acquire 999,963 shares of common stock; and
o would have outstanding convertible notes which will require the
Company to issue 655,057 shares of common stock if all of the notes
were converted into shares of common stock.
Fractional shares will be issued if the reverse stock split is approved.
At the present time, the Company's common stock trades on the
over-the-counter market system maintained by the OTC Markets Group.
The reverse stock split would not eliminate any shareholders, since
according to the Company's transfer agent, no shareholder owns less than 100
shares.
The Company has no plans to terminate the registration of its common stock
under the Securities Exchange Act of 1934 as a result of the reverse stock
split.
Accordingly, stockholders are being requested to approve a 1-for-60 reverse
split of the outstanding shares of the Company's common stock.
The Company's Board of Directors recommends that stockholders vote for this
proposal.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending December 31,
2021 is available at http://www.sec.gov/edgar/browse/?CIK=1280396&owner=exclude.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter or telephone. Failure of a quorum to be present at
the meeting will necessitate adjournment and will subject the Company to
additional expense.
The Company's Board of Directors does not intend to present and does not
have reason to believe that others will present any other items of business at
the annual meeting. However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such matters in accordance
with the judgment of the persons acting under the proxies.
Please complete, sign and return the attached proxy card promptly.
PROXY
VETANOVA, INC.
This Proxy is solicited by the Company's Board of Directors
The undersigned stockholder of VetaNova, Inc. acknowledges receipt of the Notice
of the Special Meeting of Stockholders to be held ____, 2022, __:__ _..m. local
time, at _______, and hereby appoints John McKowen with the power of
substitution, as Attorney and Proxy to vote all the shares of the undersigned at
said special meeting of stockholders and at all adjournments thereof, hereby
ratifying and confirming all that said Attorney and Proxy may do or cause to be
done by virtue hereof. The above named Attorney and Proxy is instructed to vote
all of the undersigned's shares as follows:
The Board of Directors recommends you vote FOR the following proposal;
(1) Subject to the determination of the Company's directors that a reverse
split would be in the best interest of the Company's shareholders, to
approve a 60-for-1 reverse split of the Company's common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEM 1.
Dated this day of 2022.
----- ---------------------
---------------------------
(Signature)
---------------------------
(Signature)
|
Please sign your name exactly as it appears on your stock certificate. If shares
are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted at the
meeting.
Send the proxy by regular mail or email to:
VetaNova, Inc.
Attn: John McKowen
335 A Josephine St.
Denver, CO 80206
(303) 248-6883
Email: john@vtanva.com
VETANOVA, INC.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the
Special Shareholder Meeting to Be Held on ______, 2022.
1. This notice is not a form for voting.
2. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important
information contained in the proxy materials before voting.
3. The Notice of the Special Meeting of Shareholders, Proxy
Statement, Proxy Card, and Annual Report to Shareholders are
available at ___________.
4. If you want to receive a paper or email copy of these documents,
you must request one. There is no charge to you for requesting a
copy. Please make your request for a copy as instructed below on
or before ________, 2022 to facilitate timely delivery.
The special meeting of the Company's shareholders will be held at
_____________ on _____, 2022, at _:__ _.M. Mountain Time, for the following
purposes:
o subject to the determination of the Company's directors that a
reverse split would be in the best interest of the Company's
shareholders, to approve a reverse split of the Company's common
stock on a 60-for-1 basis; and
o to transact such other business as may properly come before the
meeting.
The Board of Directors recommends that shareholders vote FOR the reverse
stock split.
_______, 2022 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders may cast one
vote for each share held.
Shareholders may access the following documents at _______________:
o Notice of the Special Meeting of Shareholders
o Company's Proxy Statement;
o Company's Annual Report on form 10-K for the year ended December
31, 2021
o Proxy Card
Shareholders may request a paper copy of the Proxy Materials and Proxy Card
by visiting ____________________ and indicating if you want a paper copy of the
proxy materials and proxy card:
o for this meeting only, or
o for this meeting and all other meetings.
If you have a stock certificate registered in your name, or if you have a
proxy from a shareholder of record on ________, 2022, you can, if desired,
attend the Special Meeting and vote in person. Shareholders can obtain
directions to the 2022 annual shareholders' meeting at ____________.
Please visit ______________ to print and fill out the Proxy Card. Complete
and sign the proxy card and mail the Proxy Card to:
VetaNova, Inc.
Attn: John McKowen
335 A Josephine St.
Denver, CO 80206
(303) 248-6883
Email: john@vtanva.com
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