UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14C
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
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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] |
Definitive information
statement |
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WOWIO,
INC. |
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(Name of Registrant as Specified in Its Charter) |
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Payment
of Filing Fee (Check the appropriate box):
[X] |
No
fee required |
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
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Aggregate
number of securities to which transaction applies: |
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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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Proposed
maximum aggregate value of transaction: |
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Total
fee paid: |
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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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Amount
Previously Paid: |
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Form,
Schedule or Registration Statement No.: |
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WOWIO,
INC.
626 North Doheny Drive
West Hollywood, California 90069
DEFINITIVE
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 furnished to the stockholders of Wowio, Inc., a Texas corporation, in connection with action taken by
our board of directors and the holders of a majority in interest of our voting capital stock to effect an Amendment to our Certificate
of Formation (“Amendment”) and to effect a 1 for 1,300 reverse split of our common stock (“Reverse Split”).
The foregoing action has been ratified by the written consent of the holders of a majority in interest of our voting capital stock,
consisting of our outstanding common stock, outstanding Series A, Series B, Series C, Series D, Series E, and Series F Preferred
Stock, as well as our board of directors, by written consent on May 18, 2015. We anticipate that a copy of this Definitive Information
Statement will be mailed to our shareholders as of the date hereof. We have attached a copy of the Amendment and Reverse Split
to this Information Statement for your reference.
The
Amendment and Reverse Split were effected as of May 18, 2015 but, under federal securities laws, are not effective until at least
20 days after the mailing of this Information Statement. We anticipate that the effective date for the Amendment and Reverse Split
will be on or about June 17, 2015.
RECORD
DATE, VOTE REQUIRED AND RELATED INFORMATION
If
the Amendment and the Reverse Split were not adopted by majority written consent, it would have been required to be considered
by our stockholders at a special stockholders’ meeting convened for the specific purpose of approving the Amendment and
the Reverse Split. The elimination of the need for a special meeting of stockholders to approve the Amendment and Reverse Split
is made possible by Section 6.201 of the Texas Business Organization’s Code (the “TBOC”), which provides that
the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes
which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to the TBOC, a majority in interest of our capital stock entitled
to vote thereon is required in order to approve the Amendment and Reverse Split. In order to eliminate the costs and management
time involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all of our
shareholders that the Amendment and Reverse Split be adopted by majority written consent and this Information Statement to be
mailed to all stockholders as notice of the action taken.
The
record date for purposes of determining the number of outstanding shares of our voting capital stock, and for determining stockholders
entitled to vote, is the close of business on May 18, 2015 (the “Record Date”). As of the Record Date, we had outstanding:
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(i) |
1,147,016,825
shares of common stock; |
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(ii) |
5,000,000 shares
of Series A Preferred Stock; |
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(iii) |
0 shares of Series
B Preferred Stock; |
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(iv) |
300 shares of
Series C Preferred Stock; |
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(v) |
4 shares of Series
D Preferred Stock; |
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(vi) |
0 shares of Series
E Preferred Stock; |
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(vii) |
0 shares of Series
F Preferred Stock; |
The
transfer agent for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.
NO
MEETING OF STOCKHOLDERS REQUIRED
We
are not soliciting any votes in connection with the Amendment and Reverse Split. The persons that have consented to the Amendment
and Reverse Split hold a majority of the Company’s outstanding voting rights and, accordingly, such persons have sufficient
voting rights to approve the Amendment and Reverse Split.
REVERSE
STOCK SPLIT
On
May 18, 2015, our board of directors and the holder of a majority in interest of our voting capital stock approved a 1-for-1,300
reverse split of our common shares. This approval is anticipated to be effective 20 days after this Information Statement has
been distributed to our shareholders.
As
a result of the Reverse Split, each shareholder of record as of May 18, 2015, will receive one (1) share of common stock for each
one thousand three hundred (1,300) shares of common stock they held prior to the Reverse Split, provided however, that fractions
of a share shall be rounded up to the nearest whole share and any registered shareholder who would otherwise hold less than 100
shares following the Reverse Split will be rounded up to 100 shares. Consequently, none of our registered shareholders will hold
less than 100 shares following the Reverse Split.
Our
board of directors believes that the Reverse Split is advisable and in the best interests of the Company and its stockholders
to allow the Company to execute a new business plan and position itself to raise additional investment capital, if needed.
AMENDMENT
TO THE CERTIFICATE OF FORMATION
We
are amending Section 5 of our Certificate of Formation to:
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Increase the authorized
common stock from 4 billion to 5 billion; |
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adjust the par
value of the common stock to $0.00001; |
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set the par value
of additional designations of preferred stock to $0.00001; |
These
Amendments to our Certificate of Formation will enable the Company’s board of directors to issue additional shares of common
and preferred stock for consideration deemed adequate in exchange for such shares. We have attached a copy of the Amendment to
this Information Statement.
PLANS,
ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON
STOCK
We
have discussed the possibility of issuing shares of common stock of the Company as a stock dividend, remuneration for management
services, debt settlement, and incentive plans for new employees. We do not have any agreements, arrangements, or understandings
yet with respect to any further issuances of shares of common stock, but it is likely that we will issue more common stock up
to the amount of common stock authorized by the amended Certificate of Formation. Any material common stock issuances will be
disclosed in accordance with the disclosure requirements of the Securities Exchange Act of 1934.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to
us to beneficially own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a
group, as of May 18, 2015. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment
power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table
has sole voting and investment power and has the same address as us. Our address is 626 North Doheny Drive, West Hollywood, California
90069. As of May 18, 2015, we had 1,147,016,825 shares of common stock outstanding, 5,000,000 shares of Series A Preferred Stock
outstanding, 300 shares of Series C Preferred Stock outstanding, and 4 shares of Series D Preferred Stock outstanding. While each
of our shares of common stock holds one vote, each share of our Series A preferred stock holds 50 votes, and each share of our
Series C preferred stock may not vote on any matters, questions or proceedings of this Company. The total aggregate issued shares
of Series D Preferred Stock at any given time, regardless of their number, have voting rights equal to four times the sum of:
i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number
of shares of Series A, Series, B, Series C, Series E, and Series F Preferred Stock which are issued and outstanding at the time.
The following table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) all of our
officers and directors as a group, and (iii) each person known to us to.
Name
of
Beneficial
Owner(1)(2) | |
Number
of Shares of Series A Preferred Stock Beneficially Owned | | |
Number
of Shares of Common Stock Beneficially Owned | | |
Total
Number of Shares Beneficially Owned(2) | | |
Voting
Interest based on 1:1 Conversion of Series A Preferred Stock
(%)(3) | | |
Voting
Interest based on 1:2 Conversion of Series A Preferred Stock
(%)(3) | | |
Voting
Interest Without Giving Effect to Conversion of Preferred Stock
(%)(3) | |
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Brian
Altounian (4) | |
| 4,330,000 | | |
| 7,509,668 | | |
| 11,839,668 | | |
| 16.03 | % | |
| 26.75 | % | |
| * | |
Zach
Pennington (5) | |
| 85,000 | | |
| 764,000 | | |
| 849,000 | | |
| * | | |
| * | | |
| * | |
Robert
H. Estareja (6) | |
| 500,000 | | |
| 2,049,412 | | |
| 2,549,412 | | |
| 2.18 | % | |
| 1.55 | % | |
| * | |
All
directors and named executive officers as a group (3 individuals) | |
| 4,915,000 | | |
| 10,323,580 | | |
| 15,238,580 | | |
| 18.27 | % | |
| 15.45 | % | |
| * | |
5%
or More Shareholders | |
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Carebourn
Capital, L.P. | |
| - | | |
| 36,791,139 | | |
| 36,791,139 | | |
| 2.63 | % | |
| 2.23 | % | |
| 3.21 | % |
Linda
Engelsiepen (7) | |
| 85,000 | | |
| 767,000 | | |
| 852,000 | | |
| *
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| * | | |
| * | % |
*Less
than 1%
(1)
Except as otherwise indicated, the address of the beneficial owner is c/o WOWIO, Inc., 626 North Doheny Drive, West Hollywood,
CA 90069.
(2)
Except as specifically indicated in the footnotes to this table, the persons named in this table have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing
the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject
to options, warrants or rights held by that person that are currently exercisable or convertible or exercisable, convertible or
issuable within 60 days of May 18, 2015, are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose
of computing the percentage ownership of any other person. Applicable percentage ownership in the following table is based on
1,147,016,825 shares of common stock outstanding as of May 18, 2015 plus, for each individual, any securities that individual
has the right to acquire within 60 days of May 18, 2015.
(3)
The Series A Preferred Stock votes as a single class with the common stock and entitles the holders to 50 votes for each share
of Series A Preferred Stock. If all holders of Series A Preferred Stock consent to any sale, transfer, exchange, distribution
or other conveyance whether with or without consideration (a “Transfer”), then the Series A Preferred Stock converts
at a rate of 1 share of Series A Preferred Stock equaling 2 shares of common stock. Any Transfer conducted without the consent
of all the holders of Series A Preferred Stock, then the Series A Preferred Stock converts at a rate of 1 share of Series A Preferred
Stock equaling 1 share of common stock.
(4)
Brian Altounian is the trustee of several trusts and is deemed the beneficial owner of the shares owned by the trusts. Mr.Altounian
is deemed the beneficial owner of shares of common stock and has sole or shared power to vote or to direct the vote and to dispose
or direct disposition of these shares, which includes: (i) 1,000,000 shares of common stock held by Mr. Altounian, (ii) 4,330,000
shares of common stock issuable upon conversion of 4,330,000 shares of Series A Preferred Stock held by Mr. Altounian, (iii) 4,644,000
shares of common stock held by The Brian Kenneth and Lora Ball Altounian, Altounian Family Trust dated November 17, 2010 (the
“Altounian Family Trust”) for which he serves as a trustee, (iv) 1,275,000 1,270,000 shares of common stock held by
Alliance Acquisitions, Inc., a company in which Mr. Altounian owns 35% and over which shares Mr. Altounian has shared voting and
investment control; (v) 400,000 shares of common stock held by Lora Altounian, (vi) 97,334 shares of common stock held by Gabrielle
Altounian, and (vii) 97,334 shares of common stock held by Jordan Altounian. This table assumes conversion of Series A Preferred
Stock at a rate of 1 share of Series A Preferred Stock equaling 1 share of common stock. However, if all other holders of Series
A Preferred Stock consent to any sale, transfer, exchange, distribution or other conveyance whether with or without consideration
(a “Transfer”), then the Series A Preferred Stock would convert at a rate of 1 share of Series A Preferred Stock equaling
2 shares of common stock. If all holders of Series A Preferred Stock consent to a Transfer Mr. Altounian’s Series A Preferred
Stock would convert to 8,660,000 shares of common stock. In addition to the shares described above, Mr. Altounian also holds 4
shares of Series D Preferred Stock which collectively, regardless of their number, shall have voting rights equal to four times
the sum of all other classes currently outstanding at the time of voting. If the votes of the Series D Preferred Stock are taken
into account, Mr. Altounian would beneficially hold 83.29% of the voting securities of the Company.
(5)
Zach Pennington is the beneficial owner of 849,500 shares of common stock, which consists of 764,500 issued and outstanding shares
of common stock, and 85,000 shares of common stock issuable upon conversion of 85,000 shares of Series A Preferred Stock. Mr.
Pennington has the sole power to vote or to direct the vote and dispose or to direct the disposition of 849,500 shares of common
stock. This table assumes conversion of Series A Preferred Stock at a rate of 1 share of Series A Preferred Stock equaling 1 share
of common stock. However, if all other holders of Series A Preferred Stock consent to any Transfer, then the Series A Preferred
Stock would convert at a rate of 1 share of Series A Preferred Stock equaling 2 shares of common stock. If all holders of Series
A Preferred Stock consent to a Transfer, Mr. Pennington’s Series A Preferred Stock would convert to 170,000 shares of common
stock.
(6)
Robert Estareja is the beneficial owner of 2,549,412 shares of common stock, which consists of 2,049,412 issued and outstanding
shares of common stock, and 500,000 shares of common stock issuable upon conversion of 500,000 shares of Series A Preferred Stock.
Mr. Estareja has the sole power to vote or to direct the vote and dispose or to direct the disposition of 2,549,412 shares of
common stock. This table assumes conversion of Series A Preferred Stock at a rate of 1 share of Series A Preferred Stock equaling
1 share of common stock. However, if all other holders of Series A Preferred Stock consent to any Transfer, then the Series A
Preferred Stock would convert at a rate of 1 share of Series A Preferred Stock equaling 2 shares of common stock. If all holders
of Series A Preferred Stock consent to a Transfer, Mr. Estareja’s Series A Preferred Stock would convert to 50,000,000 shares
of common stock.
(7)
Linda Engelsiepen is the beneficial owner of 852,000 shares of common stock, which consists of 767,000 issued and outstanding
shares of common stock, and 85,000 shares of common stock issuable upon conversion of 85,000 shares of Series A Preferred Stock.
Ms. Engelsiepen has the sole power to vote or to direct the vote and dispose or to direct the disposition of 852,000 shares of
common stock. This table assumes conversion of Series A Preferred Stock at a rate of 1 share of Series A Preferred Stock equaling
1 share of common stock. However, if all other holders of Series A Preferred Stock consent to any Transfer, then the Series A
Preferred Stock would convert at a rate of 1 share of Series A Preferred Stock equaling 2 shares of common stock. If all holders
of Series A Preferred Stock consent to a Transfer, Ms. Engelsiepen’s Series A Preferred Stock would convert to 170,000 shares
of common stock.
NO DISSENTER’S
RIGHTS
Under
the TBOC, stockholders are not entitled to dissenter’s rights of appraisal with respect to the Amendment and Reverse Split.
PROPOSALS
BY SECURITY HOLDERS
No
security holder has requested us to include any additional proposals in this Information Statement.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No
officer, director or director nominee has any substantial interest in the matters acted upon by our Board and shareholders, other
than his role as an officer, director or director nominee. No director has informed us that he intends to oppose the Amendment
or Reverse Split.
ADDITIONAL
INFORMATION
We
file reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly reports,
as well as other information the Company is required to file pursuant to the Securities Exchange Act of 1934. You may read and
copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders sharing an address unless we received contrary instructions
from one or more of the security holders. We shall deliver promptly, upon written or oral request, a separate copy of the Information
Statement to a security holder at a shared address to which a single copy of the document was delivered. A security holder can
notify us that the security holder wishes to receive a separate copy of the Information Statement by sending a written request
to us at 626 North Doheny Drive, West Hollywood, California 90069, or by calling us at (310) 807-8181. A security holder may utilize
the same address and telephone number to request either separate copies or a single copy for a single address for all future information
statements and proxy statements, if any, and annual reports of the Company.
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BY
ORDER OF THE BOARD OF DIRECTORS |
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/s/
Brian Altounian |
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Brian Altounian |
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Chief Executive
Officer |
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June 17, 2015
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