DEF 14C 1 bvtk_def14c.htm DEF 14C bvtk_def14c.htm

 

  

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

 

Check the appropriate box:

¨

Preliminary Information Statement

o

Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))

x

Definitive Information Statement

 

BRAVATEK SOLUTIONS, INC.

(Name of Registrant as Specified in Charter)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14c-5(g) 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 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

 

o

Fee paid previously with preliminary materials.

o

Check 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.

 

1)

Amount Previously Paid:

2)

Form, Schedule or Registration Statement No:

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4)

Date Filed:

 

 

 

 

Bravatek Solutions, Inc.

2028 E. Ben White Boulevard

Suite 240-2835

Austin, TX 78741

866-204-6703

 

May 6, 2016

 

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

 

Dear Shareholder:

 

This notice and the accompanying Information Statement are being distributed to the holders of record (the "Shareholders") of the voting capital stock of Bravatek Solutions, Inc., a Colorado corporation (the "Company"), as of the close of business on April 8, 2016 (the "Record Date"), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the notice requirements of the Colorado Business Corporation Act (the "CBCA"). The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our Board of Directors (the "Board") and taken by written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of the Record Date (the "Written Consent").

 

The Written Consent approved the following actions:

 

·

Increasing the number of authorized shares of Common Stock from five billion (5,000,000,000) up to ten billion (10,000,000,000) shares (the "Authorized Share Increase"); and

·

Performing a reverse stock split of the Company's issued and outstanding shares of Common Stock at a ratio of one post-split share per twenty-five hundred pre-split shares (1:2,500) (the "Reverse Stock Split") (the Authorized Share Increase and Reverse Stock Split collectively the "Corporate Actions").

 

The Written Consent is the only shareholder approval required to effect the Corporate Actions under the CBCA, our Articles of Incorporation, as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your consent or proxy in connection with the Corporate Actions. The Corporate Actions, as approved by the Written Consent, will not become effective until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the Shareholders. We expect to mail the accompanying Information Statement to the Shareholders on or about May 6, 2016.

 

Important Notice Regarding the Availability of Information Statement Materials in Connection with this Schedule 14C: We will furnish a copy of this Notice and Information Statement, without charge, to any shareholder upon written request to the address set forth above, Attention: Corporate Secretary.

 

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

 

Sincerely,

By:

/s/ Thomas A. Cellucci

Thomas A. Cellucci

PhD, MBA, Chairman & Chief Executive Officer

 

 
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Bravatek Solutions, Inc.

2028 E. Ben White Boulevard

Suite 240-2835

Austin, TX 78741

866-204-6703

______________

 

INFORMATION
STATEMENT

 

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.

 

INTRODUCTION

 

This Information Statement advises the shareholders of Bravatek Solutions, Inc. (the "Company," "we," "our" or "us") of the approval of the following corporate actions (collectively the "Corporate Actions"):

 

·

Increasing the number of authorized shares of Common Stock from five billion (5,000,000,000) up to ten billion (10,000,000,000) shares (the "Authorized Share Increase"); and

·

Performing a reverse stock split of the Company's issued and outstanding shares of Common Stock at a ratio of one post-split share per twenty-five hundred pre-split shares (1:2,500) (the "Reverse Stock Split") (the Authorized Share Increase and Reverse Stock Split collectively the "Corporate Actions").

 

On April 8, 2016 (the "Record Date"), our Board of Directors (the "Board") approved the Corporate Actions and submitted the same to certain holders of our Series C Preferred Stock. On the same date, the holders of a majority of the voting power of the outstanding capital stock of the Company (the "Majority Stockholders") executed and delivered to us a written consent in lieu of a meeting (the "Written Consent") approving the Corporate Actions.

 

Section 7-107-104 of the CBCA 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 can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action. Section 7-107-104 of the CBCA, however, requires that in the event an action is approved by written consent, a company must provide notice of the taking of any corporate action without a meeting to all shareholders who were entitled to vote upon the action but who have not consented to the action. Under Colorado law, shareholders are not entitled to dissenters' rights with respect to the Corporate Actions (the "Stockholders").

 

In accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about May 6, 2016. This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholders, which hold a majority of the voting capital stock of the Company.

 

 
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Common Stock

 

As of April 8, 2016, there were issued and outstanding 2,602,777,148 shares of Common Stock (with the holder of each share having one vote), 2,622,500 shares of Series A Preferred Stock (with the holder of each share having no votes), 264,503 shares of Series B Preferred Stock (with the holder of each share having no votes), and 319,768 shares of Series C Preferred Stock (with the holder of each share having 10,000 votes). Pursuant to Section 7-107-104 of the CBCA, at least a majority of the voting equity of the Company, or at least 2,900,228,575 votes, is required to approve the Corporate Actions by written consent. The Majority Stockholders, who hold 319,768 shares of Series C Preferred Stock (approximately 55.1% of the total voting equity of the Company), have voted in favor of the Corporate Actions, thereby satisfying the requirement under Section 7-107-104 of the CBCA that at least a majority of the voting equity vote in favor of a corporate action by written consent.

 

The following table sets forth the name of the Majority Stockholders, the total number of shares that the Majority Stockholders voted in favor of the Corporate Actions, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.

 

Name of Majority Stockholder

 

Number of
Series C
Preferred
Stock Held

 

 

Number of Shares
of Series C Preferred
Stock that Voted

in Favor of the Actions

 

 

Percentage of the Voting Equity

that Voted in Favor of the Actions (1)

 

Thomas Cellucci (2)

 

 

223,768

 

 

 

223,768

 

 

 

38.58%

Kasia Zukowska (3)

 

 

96,000

 

 

 

96,000

 

 

 

16.55%

Total

 

 

319,768

 

 

 

319,768

 

 

 

55.13%

_____________________

(1)

Based on 2,602,777,148 shares of Common Stock and 319,768 shares of voting Series C Preferred Stock issued and outstanding as of April 8, 2016.

(2)

CEO & Director

(3)

Non-executive employee

 

ACTIONS TO BE TAKEN

 

The Corporate Actions will become effective on the date that we file Certificate(s) of Amendment to the Company's Articles of Incorporation, as amended, (the "Amendment(s)"), with the State of Colorado. We intend to file the Amendments with the State of Colorado promptly after the twentieth (20th) day following the date on which this Information Statement is mailed to the Stockholders.

 

INCREASE AUTHORIZED SHARES OF COMMON STOCK

 

The Board of Directors and the Majority Stockholders of the Company have approved the filing of an amendment to our Articles of Incorporation to increase the number of authorized shares of our Common Stock from five billion (5,000,000,000) shares up to ten billion (10,000,000,000) shares. The Board of Directors believes the Authorized Share Increase is necessary and advisable in order to maintain our financing and capital raising ability.

 

The purpose of the increase in authorized Common Stock is to increase the number of shares of our Common Stock available for issuance to investors who provide the Company with funding required to continue operations, and/or to persons in connection with potential acquisition transactions, warrant or option exercises and other transactions under which our Board of Directors may determine are in the best interests of the Company.

 

 
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The increase in authorized Common Stock will not have any immediate effect on the rights of existing stockholders, but may have a dilutive effect on our existing stockholders if additional shares are issued. This increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Management use of additional shares to resist or frustrate a third-party transaction favored by a majority of the independent stockholders would likely result in an above-market premium being paid in that transaction. Any such issuance of the additional shares of Common Stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the Authorized Share Increase be used as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding. Any additional Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion of Company debt into equity, stock options, or other corporate purposes. The Company has no other plans for the use of any additional shares of Common Stock. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.

 

REVERSE STOCK SPLIT

 

The Board of Directors and the Majority Stockholders of the Company have approved a reverse stock split of all the outstanding shares of the Company's Common Stock at an exchange ratio of one post-split share twenty-five hundred pre-split shares (1:2,500) without reducing the number of authorized shares of Common Stock, and an amendment to the Company's Articles of Incorporation to effect such a reverse stock split.

 

The Board believes a reverse stock split is necessary and advisable in order for the Company to maintain the Company's financing and capital raising ability. Accordingly, it is the Board's opinion that the Reverse Stock Split will better position the Company to continue and/or expand operations.

 

Upon effectuation of the Reverse Stock Split, (i) the number of shares of Common Stock issued and outstanding immediately prior thereto would be reduced from approximately 2,602,777,148 shares (assuming this number of shares issued and outstanding, not including issuable shares, as of April 8, 2016, are outstanding immediately prior thereto) to approximately 1,041,111 shares of Common Stock, and (ii) proportionate adjustments will be made to the per-share exercise price and the number of shares covered by outstanding options and warrants, if any, to buy Common Stock, so that the total prices required to be paid to fully exercise each option and warrant before and after the Reverse Stock Split will be approximately equal. Except for adjustments that may result from the treatment of fractional shares, which will be rounded up to the nearest whole number, each shareholder will beneficially hold the same percentage of Common Stock immediately following the Reverse Stock Split as such shareholder held immediately prior to the Reverse Stock Split.

 

The Reverse Stock Split will have the result of creating newly authorized shares of Common Stock. This increase in the authorized number of shares of Common Stock, and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Management use of additional shares to resist or frustrate a third-party transaction favored by a majority of the independent stockholders would likely result in an above-market premium being paid in that transaction. Any such issuance of the additional shares of Common Stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the Reverse Stock Split be used as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of common stock presently outstanding. Any additional Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion of Company debt into equity, stock options, or other corporate purposes. The Company has no other plans for the use of any additional shares of Common Stock. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.

 

 
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The following table summarizes the effects of the Reverse Stock Split upon the Company's outstanding Common Stock, assuming that (i) there are 2,602,777,148 shares of Common Stock issued and outstanding immediately prior to the Reverse Stock Split, (ii) we effect the Reverse Stock Split at the reverse stock split ratio of 1:2,500, and (iii) our authorized Common Stock has been increased to 10,000,000,000 shares at such time and is not reduced.

 

Reverse Stock Split Ratio

 

Type of Stock

 

Number of Shares

 

1:2,500

 

Common Stock

 

Authorized

 

 

10,000,000,000

 

 

 

 

 

Issued and Outstanding

 

 

1,041,111

 

 

 

 

 

Authorized but Unissued

 

 

9,998,958,889

 

 

Reasons for the Reverse Stock Split

 

The Board believes that the increased market price of the Common Stock expected as a result of implementing the Reverse Stock Split will improve the marketability and liquidity of the Common Stock and will encourage interest and trading in the Common Stock. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers' commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of the Common Stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. It should be noted that the liquidity of the Common Stock may be adversely affected by the Reverse Stock Split given the reduced number of shares that would be outstanding after the Reverse Stock Split. The Board anticipates, however, that the expected higher market price will reduce, to some extent, the negative effects on the liquidity and marketability of the Common Stock inherent in some of the policies and practices of institutional investors and brokerage houses described above.

 

The Board confirms this transaction will not be the first step in a series of plans or proposals of a "going private transaction" within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended.

 

Based upon the foregoing factors, the Board has determined that the Reverse Stock Split is in the best interests of the Company and its shareholders.

 

Effects of the Reverse Stock Split

 

Upon the effectiveness of the Reverse Stock Split, each Common Stock shareholder will beneficially own a reduced number of shares of Common Stock. The Reverse Stock Split will affect all of the Company's common shareholders uniformly and will not affect any common shareholder's percentage ownership interests, except to the extent that the Reverse Stock Split results in any of the shareholders owning a fractional share as described herein. The number of shareholders of record will also not be affected by the Reverse Stock Split.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following tables set forth certain information regarding the beneficial ownership of our voting securities (Common Stock and Series C Preferred Stock) as of April 8, 2016, of (i) each person known to us to beneficially own more than 5% of our stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As of April 8, 2016, there were a total of 2,602,777,148 shares of Common Stock issued and outstanding, and 319,768 shares of Series C Preferred Stock issued and outstanding.

 

 
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The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of April 8, 2016, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person's spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of each of the stockholders listed below is: c/o Bravatek Solutions, Inc. 2028 E. Ben White Blvd, Suite 240-2835, Austin, Texas 78741. 

 

Title of Class

 

Name and Address

 

Number of Shares Beneficially Owned

 

 

Percent
of Class (1)

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Thomas A. Cellucci, CEO & Director

 

 

22,376,800(2)

 

 

0.86%

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Debbie King, CFO & Director

 

 

187,500(3)

 

*

%

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Chuck Brooks, Director

 

 

187,500(3)

 

 

*

%

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Hans Holmer, Director

 

 

187,500(3)

 

*

%

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

All Directors and Officers as a Group

 

 

22,939,300

 

 

 

0.88%

 

 

 

 

 

 

 

 

 

 

 

Series C Preferred Stock

 

Thomas A. Cellucci, CEO & Director

 

 

223,768

 

 

 

69.98%

 

 

 

 

 

 

 

 

 

 

 

Series C Preferred Stock

 

All Directors and Officers as a Group

 

 

223,768

 

 

 

69.98%

_____________________

(1)

Applicable percentages of ownership are based on 2,602,777,148 shares of our Common Stock and 319,768 shares of Series C Preferred Stock issued and outstanding as of April 8, 2016. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our Common Stock issuable upon the exercise of stock options exercisable, or convertible securities convertible, currently or within 60 days of April 8, 2016, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person's percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

(2)

Dr. Cellucci owns 0 shares of Common Stock, but his Series C Preferred Stock is convertible into 22,376,800 shares of Common Stock.

(3)

Includes 187,500 shares of Common Stock issuable pursuant to vested stock options.

 

ADDITIONAL INFORMATION

 

We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the "SEC"). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.

 

 
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The following documents, as filed with the SEC by the Company, are incorporated herein by reference:

 

(1)

Annual Report on Form 10-K for the fiscal year ended March 31, 2014;

(2)

Annual Report on Form 10-K for the fiscal year ended March 31, 2015;

(3)

Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2015;

(4)

Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2015;

(5)

Quarterly Report on Form 10-Q for the quarter ended December 31, 2015;

 

You may request a copy of these filings, at no cost, by writing Bravatek Solutions, Inc., 2028 E. Ben White Blvd., Suite 240-2835, Austin, Texas, 78741, or telephoning the Company at (866) 204-6703. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.

 

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

 

If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as "householding," is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 2028 E. Ben White Blvd., Suite 240-2835, Austin, Texas, 78741, or telephoning the Company at (866) 204-6703.

 

If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company's principal executive offices.

 

This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.

 

By Order of the Board of Directors

 

Dated: May 6, 2016

By:

/s/ Thomas Cellucci

 

 

Thomas A. Cellucci

 

 

PhD, MBA, Chairman & Chief Executive Officer

 

 

 

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