UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14C

(Rule 14c-101)

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:
	Preliminary Information Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
☒	Definitive Information Statement

BIOADAPTIVES, INC.

(Name of Registrant as Specified in its Charter)

      

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NOTICE OF ACTION BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF

THE OUTSTANDING VOTING STOCK OF BIOADAPTIVES, INC.

Dear BioAdaptives Stockholder:

The enclosed Information Statement is being furnished by the Board of Directors of BioAdaptives, Inc., a Delaware corporation (the “Company”), to the holders of record of our common stock at the close of business on March 3, 2023, or the record date, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended. The purpose of the enclosed Information Statement is to inform our stockholders of action taken by consent of the holders of a majority of our common stock. The enclosed Information Statement shall be considered the notice required under Section 228 of the Delaware General Corporation Law.

The following action was authorized by written consent of the holders of a majority of our outstanding voting stock:  Adoption of an Amendment to our Certificate of Incorporation (“ACOI”).  The ACOI provides for an increase in the number of authorized shares of the Company’s common stock, par value .0001, from 750,000,000 to 1,250,000,000.

The consent we have received constitutes the only stockholder approval required under the Delaware General Corporation Law and our constituent documents to approve adoption of the ACOI. Our board of directors is not soliciting your consent or your proxy in connection with this action and neither consent nor proxies are being requested from stockholders. The action taken by written consent of the holders of a majority of our outstanding common stock is effective as of March 27, 2023.

THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND NO

STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH IS

DESCRIBED HEREIN, WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND

YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.

Date of this Notice and the enclosed Information Statement: March 27, 2023.

Sincerely yours,

/s/ Edward E. Jacobs, Jr.

Edward E. Jacobs

President and Chief Executive officer

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BIOADAPTIVES, INC.

2620 Regatta Drive, Suite 102

Las Vegas, NV

 

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND

YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY.

GENERAL INFORMATION

BioAdaptives, inc., a Delaware corporation, with its principal executive offices located at 2620 Regatta Drive, Ste. 102, Las Vegas, Nevada, is sending you the enclosed Notice and this Information Statement to notify you of actions that the holders of a majority of our outstanding voting stock have taken by written consent in lieu of a special meeting of stockholders. References in this Information Statement to the “Company,” “we,” “our,” “us,” and “BioAdaptives” are to BioAdaptives, Inc.

Copies of this Information Statement are being distributed on or about March 27, 2023, to the holders of record on March3, 2023, which we refer to as the record date, of the outstanding shares of our common stock.

Action by Written Consent

The following action was approved by the written consent of the holders of a majority of our outstanding voting capital stock as of the record date, which we refer to as the Written Consent, in lieu of a special meeting:

• Adoption of an Amendment to the Articles of Incorporation.

The Amendment provides for an increase in the authorized number of shares of our common stock, par value .0001, from 750,000,000 shares to 1,250,000,000 shares.

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Stockholders Entitled to Receive Notice of Action by Written Consent

Under Section 228 of the General Corporation Law of the State of Delaware, or the DGCL, and our constituent documents, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which shares entitled to vote thereon consented to such action in writing. Prompt notice of any action so taken by written consent must be provided to all holders of our common stock as of the recorded date.

Our common stock is the only outstanding class of voting capital stock as of the record date. Each share of our common stock entitles its holder to one vote on each matter submitted to stockholders. There will be no vote on the approval of the Amendment because the holders of a majority of our outstanding common stock have provided their written consent for such approval and adoption as allowed by Section 228 of the DGCL. No other votes are required or necessary.

Only holders of record of our common stock at the close of business on the record date are entitled to notice of the action taken by the Written Consent. As of the record date, 260,896,116 shares of common stock were outstanding and entitled to take action by written consent and to receive notice of the action taken by the Written Consent. As of the record date, a total of 147,868,099 votes, comprised of votes associated with common and preferred shares were cast in favor of the amendment, consenting thereto.

Effective Date of Action by Written Consent

Pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, the earliest date that the corporate action being taken pursuant to the Written Consent can become effective is 20 calendar days after the first mailing or other delivery of this Information Statement.  We filed the Amendment with the Delaware Secretary of State with an effective date delayed to be at least the 20th calendar day after the first mailing or other delivery of this Information Statement.  We recommend that you read this Information Statement in its entirety for a full description of the action approved by the holders of a majority of our outstanding common stock.

Dissenters’ Rights of Appraisal

Stockholders do not have any dissenters’ rights or appraisal rights in connection with the approval of the Amendment.

Costs of the Information Statement

We are mailing this Information Statement and will bear the costs associated therewith. We are not making any solicitations. We will reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred in sending the Information Statement to beneficial owners of our common stock.

REASONS FOR THE APPROVAL OF THE AMENDMENT

On February 28, 2023 our board of directors approved resolutions authorizing the Amendment; on even date, the holder of votes constituting a majority as of the Record Date approved resolutions authorizing the Amendment pursuant to the Written Consent. 

 

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INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

The Company is increasing the authorized number of its shares to provide it capability to issue shares in the event of a conversion of existing and anticipated debt obligations, to provide additional capabilities to issue shares in exchange for capital assets or in acquisitions, for purposes of any Incentive Plan adopted by the board, and in the event of a possible Reg. A+ offering.

WHERE YOU AN FIND MORE INFORMATION

We file annual, quarterly, and current reports and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at www.sec.gov. Those filings are also available to the public on our corporate website at www.bioadaptives.com. The information we file with the SEC or contained on, or linked to through, our corporate website or any other website that we may maintain is not part of this Information Statement. You may also read and copy, at the SEC’s prescribed rates, any document we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.

Statements contained in this Information Statement concerning the provisions of any documents are necessarily summaries of those documents, and each statement is qualified in its entirety by reference to the copy of the document filed with the SEC.

STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

We will only deliver one Information Statement to multiple common stockholders sharing an address and the same last name unless we have received contrary instructions from one or more of the common stockholders. Upon written or oral request, we will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any common stockholder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any common stockholder or holders sharing an address to which multiple copies are now delivered.

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