BIEI Premier Biomedical Inc (PK)

PROPOSAL ONE

AMENDMENT TO THE COMPANY’S

ARTICLES OF INCORPORATION

TO EFFECT A REVERSE STOCK SPLIT

General

On April 19, 2018, the Board of Directors of the Company approved, declared it advisable and in the Company’s best interest and directed that there be submitted to the Shareholders for approval, the prospective amendment to the Eighth Article of the Company’s Articles of Incorporation, a copy of which is attached hereto as Exhibit A (the ” Reverse Split Amendment ”), to effect a reverse split of the Company’s outstanding Common Stock at a ratio of 1 share for every 250 shares.

Reasons for the Reverse Split

On March 1, 2018, we entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) by and between the Company and certain investors (the “ Selling Shareholders ”) to sell Convertible Promissory Notes (each a “ Note ” and collectively, the “ Notes ”). Pursuant to the Purchase Agreement, the Selling Shareholders will pay an aggregate of $300,000 for the Notes in three tranches or closings.

The Selling Shareholders purchased Notes at the signing of the Purchase Agreement for an aggregate amount of $60,000. The Selling Shareholders bought additional Notes for an aggregate of $60,000 upon our filing a registration statement to cover the Selling Shareholders’ shares of common stock issuable upon conversion of the Notes. Within five trading days of the registration statement being declared effective, the Selling Shareholders will buy additional Notes for an aggregate of $180,000.

The Notes also require that we reserve and keep available out of our authorized and unissued common stock 300% of the required minimum number of shares needed for issuance upon conversion of the Notes and payment of interest on the Notes. Based on historical prices as of the closing of the market on April 26, 2018, the Notes, issued or to be issued pursuant to the Purchase Agreement (aggregate face value of $300,000), would have been convertible into approximately 357,142,858 shares of our common stock (based solely on the face value of the Notes and excluding any interest accrued thereon which would require more shares), requiring a reserve of approximately 1,071,428,500. Depending on our stock price, this number may increase or decrease.

We do not have enough authorized common stock to reserve the full amount required by the Notes nor may we issue additional shares of common stock in other financings until we have reserved the number of shares the Notes require. Therefore, our Board of Directors believes that the Reverse Split is in our best interest because it will increase the number of authorized but unissued shares, allowing us to reserve the number of shares required by the Notes and making it possible to seek out additional financing when needed. Currently, we have no plans or agreements to issue shares of common stock other than what will be required upon conversion of the Notes.

Facilitating the necessary reserves is not the only reason for the reverse split, however. In addition, our Board of Directors believes that the Reverse Split is in our best interest because it may increase the bid price of our Common Stock and facilitate our ability to attract investment. Our common stock was quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol “BIEI.” Our stock traded there from February 23, 2012 to December 26, 2017. Our common stock is now quoted on the OTC Pink tier of the marketplace maintained by OTC Markets Group, Inc. The OTCQB requires that companies maintain a stock price of at least $0.01 to remain eligible for quotation on the OTCQB. Because we are currently under this threshold, we are no longer eligible for quotation on the OTCQB. The Reverse Split will help us to maintain a bid price above $0.01 per share so we can again become eligible for quotation on the OTCQB.

Our Board of Directors believes that conducting the Reverse Split may increase our ability to attract investment, as our Board of Directors also believes that we need to seek additional financing to fund our business plan and that the Reverse Split is a necessary pre-requisite to conducting financings. Currently, we have issued and outstanding convertible notes that require reserves of authorized shares for conversion of the notes. We have reserved the remainder of our authorized, unissued common stock for conversion of these notes. Without the reverse split, we will not be able to raise money through the issuance of equity or convertible debt securities.

Our Board of Directors also believes that the current price of our Common Stock impairs an efficient market in our Common Stock. This is due to several factors that impact lower priced stocks, including (1) a reluctance among certain institutions and investors to invest in low priced securities, (2) internal restrictions imposed by many securities firms on the solicitation of orders for low priced stocks by stockbrokers, (3) the ineligibility of our Common Stock for margin loans due to its low share price, (4) a reluctance among analysts to write research reports on low priced stocks due to the preceding factors, and (5) high transaction costs relative to share price due to the prevailing rule that commissions charged on the purchase and sale of stock, as a percentage of share price, are higher on lower priced stocks.

There can be no assurance that if we effect the Reverse Split we will successfully complete a financing.

Effect on Common Stock

Our Board of Directors believes that the Reverse Split will have the effect of increasing the market price per share of our Common Stock and, while the Board of Directors believes that the Reverse Split will not immediately alleviate all the above factors, it does believe that such increase may, over time, alleviate some or all of the factors noted above and lead to a more efficient market in our Common Stock. In addition, an increase in the per share price of our Common Stock may also generate greater investor interest in our Common Stock, thereby possibly enhancing the marketability of our Common Stock to the financial community.

The immediate effect of the Reverse Split will be to reduce the number of issued and outstanding shares of our Common Stock from 747,306,550 to approximately 2,989,230 (based on a 1-for-250 ratio). The par value of our Common Stock will remain $0.00001 per share and the number of shares of Common Stock authorized to be issued will remain at 1,000,000,000 shares. The Reverse Split will not reduce or affect our authorized or outstanding shares of Preferred Stock.

The following table sets forth the effects of the Reverse Split on our outstanding and authorized capital at a ratio of 1-for-250:

(1) Approximately.

In addition, (i) proportionate adjustments will be made to the per-share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase shares of our Common Stock, which will result in approximately the same aggregate price being required to be paid for such options and warrants upon exercise as would have been required immediately preceding the Reverse Split, and (ii) the number of shares that may be issued upon the exercise of conversion rights by holders of securities convertible into our Common Stock will be reduced proportionately based on the Reverse Split ratio.

The Reverse Split will affect all of the holders of our Common Stock uniformly and will not affect any Common Stockholder’s percentage ownership interest or proportionate voting power, except for insignificant changes that will result from the rounding up of fractional shares as discussed below. Our outstanding options, warrants and convertible notes contain provisions that are intended to protect the holders against dilution of the holders’ percentage interest in the Company and that also effect a reduction in the exercise price of the option in the event our shares are issued at less than the option exercise price.

The current number of holders of record of our Common Stock is approximately 134, not including the number of shareholders who hold their shares in brokerage accounts (“street name”) which is unknown. Following the Reverse Split, the number of our shareholders of record will remain the same, as any of our shareholders with less than one share will be rounded up in the exchange to one share.

Although the Reverse Split may increase the per share market price of our Common Stock, an increase in price can neither be assured nor calculated with certainty. The per share market price of our Common Stock may not rise in proportion to the reduction in the number of shares outstanding as a result of the Reverse Split and such per share market price may be less than the proportionate increase in the number of shares outstanding as a result of the Reverse Split. There can be no assurance that the Reverse Split will lead to a sustained increase in the per share market price of our Common Stock or that the factors discussed above that we believe impair an efficient market in our Common Stock will be alleviated.

Shareholders should also be aware that the Reverse Split may result in a decrease in the trading volume of the Common Stock due to the decrease in the number of outstanding shares. The per share market price of our Common Stock may also change as a result of other unrelated factors, including the performance of our business, general market conditions and other factors related to our business.

Effect on Preferred Stock and Change in Control

The conversion ratio of our Preferred Stock will be reduced proportionately based on the Reverse Split ratio of 1-to-250. This means that after the Reverse Split, each share of Preferred Stock will be convertible into 0.004 of one share. As a result, the holders of the 2,000,000 shares of outstanding Preferred Stock will be able to convert their shares of Preferred Stock into an aggregate of 8,000 shares of Common Stock.

The voting rights of our Preferred Stock will not be affected. On any matters presented to the holders of Common Stock for a vote, the Preferred Stockholders will continue to have one hundred (100) votes for each share of Preferred Stock. Following the Reverse Split, the two holders of the 2,000,000 outstanding shares of Preferred Stock will have 200,000,000 votes on any matter that comes before the stockholders; the holders of Common Stock will have approximately 2,989,230 votes in the aggregate. Therefore, the Preferred Stockholders will have 98.5% of the votes and control over the Company. Currently there are only two Preferred Stockholders who are officers and directors of the Company, see Security Ownership of Certain Beneficial Owners on page 9 below.

No Fractional Shares

No fractional shares will be issued. Shareholders who would otherwise be entitled to a fractional share as a result of the Reverse Split will receive one whole share of our Common Stock in lieu of the fractional share. No shareholders will receive cash in lieu of fractional shares.

Authorized Shares

The Reverse Split would affect all issued and outstanding shares of our Common Stock and outstanding rights to acquire our Common Stock. Upon the effectiveness of the Reverse Split, the number of authorized shares of our Common Stock that are not issued or outstanding would increase due to the reduction in the number of shares of our Common Stock issued and outstanding. As of April 25, 2018, we had 1,000,000,000 shares of authorized Common Stock and 747,306,550 shares of Common Stock issued and outstanding. As of April 25, 2018, we had 2,000,000 shares of Series A Convertible Preferred Stock authorized and outstanding. Authorized but unissued shares will be available for issuance, and we may issue such shares in the future. If we issue additional shares, the ownership interest of holders of our Common Stock will be diluted.

Except as described above with respect to the Notes, we currently have no plans or agreements to issue shares of our common stock.

Procedure for Effecting the Reverse Split

We intend to file the Reverse Split Amendment with the Secretary of State of the State of Nevada to amend our existing Certificate of Incorporation as soon as reasonably possible. The exact date of the Reverse Split (the “ Effective Date ”) will be determined by our Board of Directors. However, the Effective Date will not be set for a date before (i) 20 days after the commencement of our mailing or otherwise providing this Proxy Statement and (ii) receipt of approval of the Reverse Split from FINRA.

Beginning on the Effective Date, each certificate representing pre-Reverse Split shares will be deemed for all corporate purposes to evidence ownership of post-Reverse Split shares. The Reverse Split Amendment has received the unanimous approval of our Board of Directors. The text of the Reverse Split Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Nevada and as the Board of Directors deems necessary and advisable to effect the Reverse Split.

The Reverse Split will take place on the Effective Date without any action on the part of the holders of our Common Stock and without regard to current certificates representing shares of our Common Stock being physically surrendered for certificates representing the number of shares of Common Stock each stockholder is entitled to receive as a result of the Reverse Split. New certificates for shares of our Common Stock will not be issued at this time. Shareholders who hold shares in certificated form should not do anything with their certificates at this time.

Effect on Registered and Beneficial Shareholders

Upon a Reverse Split, we intend to treat shareholders holding our Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our 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 your shares with a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your nominee.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNLESS REQUESTED TO DO SO.

Potential Anti-Takeover Effect

The Reverse Split could adversely affect the ability of third parties to takeover or change the control of the Company by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company. Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, the Reverse Split is not in response to any effort of which we are aware to accumulate shares of our Common Stock or obtain control of our company, nor is it part of a plan by management to recommend a series of similar amendments to our Board of Directors and shareholders.

No Appraisal Rights

Under Nevada law, shareholders are not entitled to appraisal rights with respect to the Reverse Split, and we will not independently provide shareholders with any such right.

Accounting Matters

The Reverse Split will not affect the par value of our Common Stock. As a result, as of the effective time of the Reverse Split, the stated capital attributable to our Common Stock on our balance sheet will be reduced proportionately based on the Reverse Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per-share net income or loss and net book value of our Common Stock will be restated because there will be fewer shares of our Common Stock outstanding.

Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain material United States federal income tax consequences of the Reverse Split, does not purport to be a complete discussion of all of the possible federal income tax consequences of the Reverse Split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively. This summary also assumes that the pre-Reverse Split shares were, and the post-Reverse Split shares will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the Reverse Split. As used herein, the term United States holder means a stockholder that is, for federal income tax purposes: a citizen or resident of the United States; a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States, any State of the United States or the District of Columbia; an estate the income of which is subject to federal income tax regardless of its source; or a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

No gain or loss should be recognized by a stockholder upon such stockholder’s exchange of pre-Reverse Split shares for post-Reverse Split shares pursuant to the Reverse Split. 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.

Our view regarding the tax consequences of the Reverse Split is not binding on the Internal Revenue Service or the courts.

ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE SPLIT.

The Board of Directors recommends a vote “FOR” Proposal One to allow the Board of Directors to effect the Reverse Split at a ratio of 1-for-250. If you complete the enclosed proxy card, unless you direct to the contrary on that card, the shares represented by that proxy will be voted FOR Proposal One to allow the Board of Directors to effect the Reverse Split as set forth herein.

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