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14C INFORMATION
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Registration Statement No.:
SYMBID CORP.
Maronistraat 16
3029 AK Rotterdam
The Netherlands
NOTICE OF ACTION TO BE TAKEN PURSUANT TO WRITTEN
CONSENT
OF STOCKHOLDERS IN LIEU OF A MEETING
To the
Stockholders of Symbid Corp.:
Notice
is hereby given that stockholders holding a majority of our
outstanding voting stock, pursuant to a written consent, dated May
1, 2017 (the “Record Date”), have authorized and
approved an amendment of our Articles of Incorporation
to:
1.
Effect a reverse
split of our common stock, par value $0.001 per share, at a ratio
of not less than 1-for-40 and not more than 1-for-80 and to
authorize the Board of Directors to implement the reverse stock
split within this range, at its discretion, by filing an amendment
to our Articles of Incorporation.
2.
Change our name to
Sincerity Applied Materials Holdings Corp.
The
amendment of our Articles of Incorporation was also approved on the
Record Date by the unanimous written consent of our Board of
Directors.
The
details of the foregoing actions and other important information
are set forth in the accompanying Information Statement. Our Board
of Directors has unanimously approved the above
actions.
The
amendment to our Articles of incorporation will not be effective
until filed with the Nevada Secretary of State. We intend to file
the amendment to our Articles of Incorporation twenty (20) calendar
days after the accompanying Information Statement is first sent or
given to our stockholders.
No action is required by you. The accompanying Information
Statement is furnished to you only to inform you of the actions
described above before they take effect in accordance with Rule
14c-2 promulgated under the Securities Exchange Act of 1934, as
amended. This Information Statement is being sent or given to you
on or about May 5, 2017.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
PLEASE
NOTE THAT THE HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF
COMMON STOCK HAVE ALREADY APPROVED THE AMENDMENT OF OUR ARTICLES OF
INCORPORATION BY WRITTEN CONSENT IN LIEU OF A MEETING. SUCH WRITTEN
CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENTS
UNDER NEVADA LAW AND NO ADDITIONAL VOTING WILL CONSEQUENTLY BE
NEEDED TO APPROVE THESE MATTERS.
By
Order of the Board of Directors,
Korstiaan
Zandvliet
President and
Director
May 4,
2017
SYMBID CORP.
Maronistraat 16
3029 AK Rotterdam
The Netherlands
INFORMATION STATEMENT
May 4,
2017
This
Information Statement is being furnished to stockholders of Symbid
Corp. a Nevada corporation (“we” or “us”),
to advise you of corporate action approved without a meeting by
less than unanimous written consent of our stockholders. Such
corporate action is the adoption of an amendment to our Articles of
Incorporation to (i) effect a reverse stock split of our Common
Stock at a ratio of not less than 1:40 (the “Minimum
Ratio”) and not more than 1:80 (the “Maximum
Ratio”), $0.001 par value per share, and (ii) change our name
to Sincerity Applied Materials Holdings Corp (collectively, the
“Charter Amendments”). Approval of the Charter
Amendments requires the affirmative vote of the holders of a
majority of the outstanding voting rights entitled to vote thereon.
There are no dissenters’ rights applicable to the Charter
Amendments.
A copy
of the Certificate of Amendment to our Articles of Incorporation to
be filed in connection with the Charter Amendments is attached to
this Information Statement as Appendix A.
Our
Board of Directors, by written consent on May 1, 2017, has
approved, and stockholders holding 149,863,484 shares of Common
Stock (80% of our outstanding voting stock) on May 1, 2017, have
consented in writing to the Charter Amendment. On May 1, 2017 we
had 187,329,355 shares of common stock issued and outstanding.
Accordingly, all corporate actions necessary to authorize the
Charter Amendments have been taken. Under Section 78.320 of the
Nevada Revised Statutes (“NRS”), any action required or
permitted by the NRS to be taken at an annual or special meeting of
stockholders of a Nevada corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the
holders of outstanding stock having at least a majority of the
voting power that would be necessary to authorize or take such
action at a meeting. In accordance with the regulations under the
Securities Exchange Act of 1934, as amended, the Charter Amendments
will not become effective until at least 20 days after we have sent
or given this Information Statement to our stockholders. Promptly
following the expiration of this 20-day period, we intend to file a
Certificate of Amendment to our Articles of Incorporation to effect
the Charter Amendments. Subject to requisite Financial Regulatory
Authority, Inc. (“FINRA”) approval, the proposed
reverse stock split and name change will become effective at the
time of the filing of the Charter Amendments or such other time as
provided in the Charter Amendments.
PLEASE
BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Our
executive offices are located at Maronsitraat 16, 3029 AK
Rotterdam, The Netherlands.
This
Information Statement is first being sent or given to the holders
of our outstanding common stock, our only class of voting
securities outstanding, on or about May 5, 2017. Each holder of
record of shares of our common stock at the close of business on
May 1, 2017 is entitled to receive a copy of this Information
Statement.
FREQUENTLY ASKED QUESTIONS
The
following questions and answers are intended to respond to
frequently asked questions concerning the actions approved by our
Board of Directors and the persons entitled to vote a majority of
our outstanding shares of common stock. These questions do not, and
are not intended to, address all the questions that may be
important to you. You should carefully read the entire Information
Statement, as well as its appendices and the documents incorporated
by reference in this Information Statement.
Q:
WHY
AREN'T WE HOLDING A MEETING OF STOCKHOLDERS?
A:
Our Board of
Directors has already approved the Certificate of Amendment to our
Articles of Incorporation and has received the written consent of a
majority of the voting interests entitled to vote on such actions.
Under the NRS, these actions may be approved by the written consent
of a majority of the voting interests entitled to vote. Since we
have already received written consents representing the necessary
number of votes, a meeting is not necessary and represents a
substantial and avoidable expense.
Q:
WHAT
IS THE PURPOSE OF THE CHARTER AMENDMENT TO EFFECT A REVERSE STOCK
SPLIT?
A:
Generally, the
effect of a reverse stock split is to increase the market price per
share by reducing the number of outstanding shares. Our Board of
Directors believes that having fewer outstanding shares may
encourage investor interest and improve the marketability and
liquidity of our common stock. The reduction in the number of
outstanding shares will result in an increase in the number of
authorized but unissued shares available for future issuance by us
in connection with capital raising transactions, mergers and
acquisitions, compensation payable in stock and similar matters.
There can be no assurance given however that any of the anticipated
effects of the reverse stock split will occur.
Q:
CAN
I REQUIRE YOU TO PURCHASE MY STOCK?
A:
No. Under the NRS,
you are not entitled to appraisal and purchase of your stock as a
result of the Charter Amendment.
Q:
WHO
WILL PAY THE COSTS OF THE CHARTER AMENDMENTS?
A:
We will pay all of
the costs of the Charter Amendments, including distributing this
Information Statement. We may also pay brokerage firms and other
custodians for their reasonable expenses for forwarding information
materials to the beneficial owners of our common stock. We are not
soliciting any proxies and will not contract for other services in
connection with the stockholder action approving the Charter
Amendments.
NAME CHANGE
We are
engaged in discussions with Sincerity Australia Pty Ltd., an
Australian corporation (“Sincerity”), regarding a
possible business combination involving the two companies. At this
stage, no definitive terms have been agreed to, neither party is
bound to proceed with any transaction and no assurance can be given
that a transaction will be completed. We will change our name (the
“Name Change”) to “Sincerity Applied Materials
Holdings Corp.” to facilitate the proposed transaction. If
the parties determine not to proceed with the business combination,
we will change our name back to Symbid Corp. or adopt another
name.
REVERSE STOCK SPLIT
Our
Board of Directors and stockholders holding a majority of our
outstanding voting shares have approved an amendment to our
Articles of Incorporation to effect a reverse stock split of our
common stock (the “Reverse Split”) at a ratio of not
less than 1-for40 (the “Minimum Ratio”) and not more
than 1-for-80 (the Maximum Ratio”) and to implement the
Reverse Split within this range.
Pursuant to the
Reverse Split, each forty (40) shares of our Common Stock, if the
Minimum Ratio is utilized, and each eighty (80) shares of our
Common Stock if the Maximum Ratio is utilized, registered in the
name of a stockholder at the effective time of the Reverse Split
will be converted into one share of our Common Stock. If we effect
the Reverse Split at a ratio in between the Minimum Ratio and
Maximum Ratio, the number of shares of our common stock which will
convert into one share of our Common Stock will reflect the actual
ratio utilized. As permitted under Nevada law, shares of Common
Stock that would be converted into less than one share in the
Reverse Split will instead be rounded up to the next whole number
as described below.
We have
the discretion to determine when to effect the Reverse Split. We
expect to consummate the Reverse Split as soon as possible after
(a) twenty (20) days have passed from the commencement of our
mailing this Information Statement, and (b) we have received
approval of the Reverse Split from FINRA.
The
Reverse Split and Name Change will only become effective following
our filing of a Certificate of Amendment to our Articles of
Incorporation (the “Certificate of Amendment”) and our
receipt of FINRA approval. The form of the proposed Certificate of
Amendment to effect the Reverse Split and Name Change is attached
to this Information Statement as Appendix A and the following
discussion is qualified in its entirety by the full text of the
Certificate of Amendment.
Purposes of the Reverse Stock Split
Generally, the
effect of a reverse stock split is to increase the market price per
share by reducing the number of outstanding shares. A reverse stock
split typically does not increase the aggregate market value of all
outstanding shares. Our Board of Directors believes that an
increased stock price may encourage investor interest and improve
the marketability and liquidity of our common stock. Because of the
trading volatility often associated with low-priced stocks, many
brokerage firms 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.
Our Board of Directors believes that the anticipated higher market
price resulting from a reverse split may reduce, to some extent,
the negative effects on the liquidity and marketability of our
common stock inherent in some of the policies and practices of
institutional investors and brokerage firms described above.
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 our common stock can result in individual stockholders
paying transaction costs representing a higher percentage of their
total share value than would be the case if the share price were
substantially higher.
Our
Board of Directors also believes that the Reverse Split will afford
the Company additional flexibility in consummating potential future
financings and/or strategic transactions without the need for
further stockholder approval. One consequence of the Reverse Split
will be an increase in the ratio of the number of shares of our
common stock that are authorized but unissued to the number of
shares that are issued and outstanding. This will enable our Board
of Directors to issue a greater multiple of our currently
outstanding common stock without seeking stockholder approval to
increase the total number of authorized shares.
Potential Risks of the Reverse Stock Split
Following the
Reverse Split, there can be no assurance that the bid price of our
common stock will continue at a level in proportion to the
reduction in the number of outstanding shares resulting from such
Reverse Split. In other words, there can be no assurance that the
post-split market price of our Common Stock can be maintained for
any period of time. Accordingly, the total market capitalization of
our common stock after the proposed Reverse Split may be lower than
the total market capitalization before the proposed Reverse
Split.
Additionally, the
liquidity of our common stock could be affected adversely by the
reduced number of shares outstanding after the Reverse Split.
Although our Board of Directors believes that a higher stock price
may help generate investor interest, there can be no assurance that
the Reverse Split will result in a per-share price that will
attract institutional investors or investment funds or that such
share price will satisfy the investing guidelines of institutional
investors or investment funds. As a result, the decreased liquidity
that may result from having fewer shares outstanding may not be
offset by any increased investor interest in our common stock
resulting from a higher per share price.
Principal Effects of a Reverse Stock Split
Principal Effects of a Reverse Stock Split
When
our Board of Directors determines to effect the Reverse Split, our
issued and outstanding shares of common stock will decrease at a
rate between (i) one share of common stock for every forty shares
of common stock currently outstanding on the low end and (ii) one
share of common stock for every eighty shares of common stock
currently outstanding on the high end. The Reverse Split will be
effected simultaneously for all shares of our common stock, and the
exchange ratio would be the same for all shares of our common
stock.
The
following table contains approximate information relating to our
common stock, based on share information as of May 1,
2017.
|
|
After Reverse
Split
if 1:40
Ratio
is
Selected
|
After Reverse
Split
if 1:80
Ratio
is
Selected
|
|
|
|
|
Authorized common
stock
|
290,000,000
|
7,250,000
|
3,625,000
|
Common stock issued
and outstanding
|
187,329,355
|
4,683,234
|
2,341,617
|
Common stock
issuable upon exercise of outstanding stock options
|
N/A
|
N/A
|
N/A
|
Common stock
reserved for issuance for future grants under 2013 Equity Incentive
Plan
|
3,724,432
|
93,111
|
46,555
|
Common stock
available for issuance upon exercise of outstanding
warrants(1)
|
2,380,810
|
59,521
|
29,761
|
Common stock
available for issuance upon conversion of convertible
debentures
|
N/A
|
N/A
|
N/A
|
(1)
All warrants expire
on May 20, 2017. Prior to the Reverse Split, the warrants have an
exercise price of $0.75 per share. After a Reverse Split at a ratio
of 1:40, the warrants would have an exercise price of $30 per
share. After a Reverse Split at a ratio of 1:80, the warrants would
have an exercise price of $60 per share.
The
table above does not take into consideration the rounding up of
fractional shares issuable as the result of the Reverse
Split.
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. We do not expect the
Reverse Split to affect the registration of our common stock under
the Exchange Act. Our common stock is currently quoted on the OTC
Markets, and the Reverse Split will not be implemented until we
file the Charter Amendment with the Secretary of State of the State
of Nevada and receive requisite approval from FINRA.
After
the effective date of the Reverse Split, each stockholder will own
fewer shares of our common stock. However, the Reverse Split will
generally affect all of our stockholders uniformly and will not
affect any stockholder’s percentage ownership interests in
us, except to the extent that the Reverse Split results in any of
our stockholders receiving whole shares in lieu of fractional
shares as described herein. Proportionate voting rights and other
rights and preferences of the holders of our common stock will not
be affected by the Reverse Split other than as a result of the
rounding up in lieu of issuing fractional shares. Further, the
number of stockholders of record will not be affected by the
Reverse Split.
The
Reverse Split may result in some stockholders owning
“odd-lots” of fewer than 100 shares of our common
stock. Brokerage commissions and other costs of transactions in odd
lots are generally somewhat higher than the costs of transactions
on “round-lots” of even multiples of 100 shares. The
Reverse Split will not change the number of authorized shares of
our common stock as designated by our Articles of Incorporation.
Therefore, because the number of issued and outstanding shares of
common stock will decrease, the number of shares remaining
available for issuance under our authorized pool of common stock
will increase.
These
additional shares of common stock would be available for issuance
from time to time for corporate purposes such as raising additional
capital, acquisitions of companies or assets and sales of stock or
securities convertible into or exercisable for common stock. We
believe that the availability of the additional shares will provide
us with the flexibility to meet business needs as they arise and to
take advantage of favorable opportunities. If we issue additional
shares for any of these purposes, the ownership interest of our
current stockholders would be diluted. We are presently engaged in
discussions with Sincerity Australia Pty Ltd. regarding a possible
business combination involving the two companies but no definitive
terms have been agreed to and neither party is bound to proceed
with any transaction. If the parties do determine to proceed with a
business combination, it is expected that we would issue shares of
our common stock in connection therewith. Although we continually
examine potential acquisitions of companies or assets or other
favorable opportunities, there are no other current plans or
arrangements which could result in our issuing additional shares of
our common stock for such purposes.
These
proposals have been prompted solely by the business considerations
discussed in the preceding paragraphs. Nevertheless, the additional
shares of our common stock that would become available for issuance
following the Reverse Split could also be used by our management to
oppose a hostile takeover attempt or delay or prevent changes in
control or changes in or removal of management, including
transactions that are favored by a majority of our stockholders or
in which our stockholders might otherwise receive a premium for
their shares over then-current market prices or benefit in some
other manner. For example, without further stockholder approval,
our Board of Directors could sell shares of common stock in a
private transaction to purchasers who would oppose a takeover or
favor the current Board of Directors. Except as otherwise provided
herein, our Board of Directors is not aware of any pending takeover
or other transactions that would result in a change in control, and
the proposal was not adopted to thwart any such
efforts.
Fractional Shares
No
fractional shares of our Common Stock will be issued as a result of
the Reverse Split. Instead, stockholders who otherwise would be
entitled to receive a fractional share because they hold a number
of shares which are not evenly divisible as a result of the Reverse
Split ratio, upon surrender to the exchange agent of the
certificates representing such fractional shares, shall be entitled
to receive a whole share as described below.
In lieu
of issuing fractional shares, we will round fractions up to the
nearest whole share.
Reduction in Stated Capital
Pursuant to the
Reverse Split, the par value of our common stock will remain $0.001
per share. As a result of the Reverse Split, on the effective date
thereof, the stated capital on our balance sheet attributable to
our common stock will be reduced in proportion to the size of the
Reverse Split, and the additional paid-in capital account will be
credited with the amount by which the stated capital is reduced.
Our stockholders’ equity, in the aggregate, will remain
unchanged.
No Going Private Transaction
We
currently have no intention to go private, and the Reverse Split is
not intended to be the first step in a “going private
transaction” and will not have the effect of a going private
transaction under Rule 13e-3 of the Exchange Act.
Procedure for Effecting Reverse Stock Split and Exchange of Stock
Certificates
Our
Board of Directors, in its sole discretion, will determine whether
to implement the Revere Split, taking into consideration the
factors discussed above, and, if implemented within the time limits
discussed above determine the ratio of the Reverse
Split.
We
would then file a Certificate of Amendment amending our Articles of
Incorporation with the Nevada Secretary of State. The form of the
Amendment is attached to this Information Statement as Appendix A. Upon the effective
date specified in the Articles of Amendment, without any further
action on our part or our shareholders, the issued shares of common
stock held by shareholders of record as of the effective date of
the Reverse Split would be converted into a lesser number of shares
of common stock calculated in accordance with the Reverse Split
ratio of not less the one-for-forty or not more than
one-for-eighty, as selected by our Board of Directors and set forth
in the Certificate of Amendment to the Articles of Incorporation.
The number of shares of common stock underlying outstanding
warrants and the related exercise prices therefor, would also be
automatically adjusted on the effective date (see table
above).
Effect on Beneficial Holders (i.e., Shareholders Who Hold in
“Street Name”)
When we
effect the Reverse Split, we intend to treat the common stock held
by our shareholders in “street name,” through a bank,
broker or other nominee, in the same manner as shareholders whose
shares are registered in their own names. Banks, brokers or other
nominees will be instructed to effect the Reverse Split for their
customers holding common stock in “street name.”
However, these banks, brokers or other nominees may have different
procedures than registered shareholders for processing the Reverse
Split. If you hold shares of our common stock with a bank, broker
or other nominee and have any questions in this regard, you are
encouraged to contact your bank, broker or other
nominee.
Effect on Registered “Book-Entry” Holders (i.e.,
Shareholders that are Registered on the Transfer Agent's Books and
Records but do not Hold Certificates)
Some of
the registered holders of our common stock may hold some or all of
their shares electronically in book-entry form with our transfer
agent, Vstock Transfer, LLC. These shareholders do not have stock
certificates evidencing their ownership of our common stock. They
are, however, provided with a statement reflecting the number of
shares registered in their accounts. If a shareholder holds
registered shares in book-entry form with our transfer agent, no
action would need to be taken to receive post-Reverse Split shares
or fractional shares, if applicable. If a shareholder is entitled
to post-Reverse Split shares, a transaction statement would
automatically be sent to the shareholder's address of record
indicating the number of shares of common stock held following the
Reverse Split.
Effect on Certificated Shares
Our
transfer agent would act as our exchange agent for the Reverse
Split and would assist holders of our common stock in implementing
the exchange of their certificates.
As soon
as practicable after the effective date of a Reverse Split,
shareholders holding shares in certificated form would be sent a
transmittal letter by our transfer agent. The letter of transmittal
would contain instructions on how a shareholder should surrender
his or her certificates representing common stock (“Old
Certificates”) to the transfer agent in exchange for
certificates representing the appropriate number of whole
post-Reverse Split common stock, as applicable (“New
Certificates”). No New Certificates would be issued to a
shareholder until that shareholder has surrendered all Old
Certificates, together with a properly completed and executed
letter of transmittal, to the transfer agent. No shareholder would
be required to pay a transfer or other fee to exchange Old
Certificates. The letter of transmittal would contain instructions
on how a shareholder may obtain New Certificates if their Old
Certificates have been lost. If a shareholder has lost their
certificates, such shareholder may have to pay any surety premium
and the service fee required by our transfer agent.
Until
surrendered, we would deem outstanding Old Certificates held by
shareholders to be canceled and only to represent the number of
whole shares to which these shareholders are entitled.
Any Old
Certificates submitted for exchange, whether because of a sale,
transfer or other disposition of shares, would automatically be
exchanged for New Certificates.
Shareholders
should not destroy any stock certificates and should not submit any
certificates until requested to do so by the transfer agent.
Shortly after the Reverse Split the transfer agent will provide
registered shareholders with instructions and a letter of
transmittal for converting Old Certificates into New Certificates.
In that case, shareholders are encouraged to promptly surrender Old
Certificates to the transfer agent (acting as exchange agent in
connection with the Reverse Split) in order to avoid having shares
become subject to escheat laws.
In
connection with the approval of the Reverse Split, you and our
other stockholders will not have a right to dissent and obtain
payment for their shares under the NRS or our Certificate of
Incorporation or By-laws.
Tax Consequences
The
following discussion sets forth the material United States federal
income tax consequences that management believes will apply to us
and our stockholders who are United States holders at the effective
time of the Reverse Split. This discussion does not address the tax
consequences of transactions effectuated prior to or after the
Reverse Split, including, without limitation, the tax consequences
of the exercise of options, warrants, convertible debentures or
similar rights to purchase stock. Furthermore, no foreign, state or
local tax considerations are addressed herein. For this purpose, a
United States holder is a stockholder that is: (i) a citizen or
resident of the United States, (ii) a domestic corporation, (iii)
an estate whose income is subject to United States federal income
tax regardless of its source, or (iv) a trust if a United States
court can exercise primary supervision over the trust’s
administration and one or more United States persons are authorized
to control all substantial decisions of the trust.
No gain
or loss should be recognized by a stockholder upon his or her
exchange of pre- Reverse Split shares for post- Reverse Split
shares. The aggregate tax basis of the post- Reverse Split shares
received in the Reverse Split will be the same as the
stockholder’s aggregate tax basis in the pre- Reverse Split
shares exchanged therefor. The stockholder’s holding period
for the post- Reverse Split shares will include the period during
which the stockholder held the pre- Reverse Split shares
surrendered in the Reverse Split.
We
should not recognize any gain or loss as a result of the Reverse
Split.
Financial Information
Our
audited financial statements and accompanying notes filed with our
Annual Report (our “Annual Report”) on Form 10-K for
the year ended December 31, 2016 are incorporated herein by
reference.
Item 7
of Part II of our Annual Report “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth information known to the Company with
respect to the beneficial ownership of the Common Stock as of May
1, 2017 (the Consent Date for the Reverse Split), unless otherwise
noted, by:
●
each stockholder
known to the Company to own beneficially more than 5% of the Common
Stock;
●
each of the
Company’s directors;
●
each of the
Company’s executive officers; and
●
all of the
Company’s current directors and executive officers as a
group.
Beneficial
ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
dispositive power with respect to securities. Common shares
relating to options, warrants or convertible debentures currently
exercisable, or exercisable within 60 days of May 1, 2017, are
deemed outstanding for computing the percentage of the person
holding such securities but are not deemed outstanding for
computing the percentage of any other person. Except as indicated
by footnote, and subject to the community property laws where
applicable, the persons or entities named in the tables have sole
voting and dispositive power with respect to all shares shown as
beneficially owned by them.
Unless
otherwise indicated in the following table, the address for each
person named in the table is c/o Symbid Corp., Maronistraat 16,
3029 AK Rotterdam, The Netherlands.
Name of
Beneficial Owner
|
|
Title of
Class
|
|
Amount and
Nature
of
Beneficial
Ownership(1)
|
|
Percentage
of
Class(2)
|
|
|
|
|
|
|
|
Korstiaan
Zandvliet
|
|
Common
Stock,
$0.001
par value
|
|
1,376,096
shares, direct(3)
|
|
0.73%
|
|
|
|
|
|
|
|
Maarten
van der Sanden
|
|
Common
Stock,
$0.001
par value
|
|
1,420,039
shares, direct(4)
|
|
0.76%
|
|
|
|
|
|
|
|
All
directors and executive officers as a group (2
persons)
|
|
Common
Stock,
$0.001
par value
|
|
2,796,135
shares
|
|
1.49%
|
|
|
|
|
|
|
|
CKR Law
LLP1330 Avenue of the Americas
14th
FloorNew York, NY 10019
|
|
Common
Stock $0.001 par value
|
|
140,575,750(5)
|
|
75.01%
|
(1)
As
used herein, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Securities Exchange Act
of 1934 as consisting of sole or shared voting power (including the
power to vote or direct the vote) and/or sole or shared investment
power (including the power to dispose or direct the disposition of)
with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, including a right to
acquire such power(s) during the next 60 days. Unless
otherwise noted, beneficial ownership consists of sole ownership,
voting and investment rights.
(2)
There
were 187,329,355 shares of common stock issued and outstanding on
May 1, 2017.
(3)
Consists
of Shares held by Arena Amnis B.V. Korstiaan Zandvliet has sole
voting and investment power with respect to these
shares.
(4)
Consists
of shares held by Sanden Beheer B.V. Maarten van der Sanden has
sole voting and investment power with respect to these
shares
(5)
Jeffrey
A. Rinde, the managing partner of CKR Law LLP has sole voting and
investment power with respect to these shares.
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
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.
You may
request a copy of these filings, at no cost, by writing Symbid
Corp. at Monistraat 16, 3029 AK Rotterdam, or telephoning the
Company at +31(0)108900400. 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.
This
Information Statement is provided to the Stockholders only for
information purposes in connection with the Name Change and Reverse
Stock Split, 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
By: /s/ Korstiaan
Zandvliet
Name: Korstiaan
Zandvliet
Title: President
and Director
APPENDIX A
FORM OF
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
SYMBID CORP.
Exhibit A
Article
1 of the Corporation’s Articles of Incorporation shall be
amended to read as follows:
“1.
Name of Corporation: The name of the Corporation is Sincerity
Applied Materials Holdings Corp.”
Article
5 of the Corporation’s Articles of Incorporation shall be
amended to add a Section 5.4 thereto and read as
follows:
“5.4
Reverse Stock Split
As of the effective date of the filing of the Articles of Amendment
containing this Amendment with the Nevada Secretary of State (the
“Effective Date”), every __ (the “Reverse Split
Factor”) outstanding shares of Common Stock shall without
further action by this Corporation or the holder thereof be
combined into and automatically become one share of Common Stock
(the “Reverse Stock Split”). No fractional shares will
be issued in connection with the Reverse Stock Split. A shareholder
of record who otherwise would be entitled to receive a fractional
share will be entitled to receive one whole
share.”