THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF DIRECTVIEW HOLDINGS, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
DIRECTVIEW
HOLDINGS, INC.
21218
Saint Andrews Blvd., Suite 323
Boca
Raton, FL 33433
(561)
750-9777
INFORMATION
STATEMENT
(Definitive)
June
28, 2019
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
To
the Holders of Common Stock of DirectView Holdings, Inc.:
This
Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C
of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), to the holders (the “
Stockholders
”)
of common stock, $0.0001 par value per share (the “
Common Stock
”), of DirectView Holdings, Inc., a Nevada corporation
(the “
Company
”), to notify the Stockholders that on June 18, 2019, the Company received a unanimous
written consent in lieu of a meeting of the holders of the Company’s Series A Preferred Stock, par value $0.0001 per share
(the “
Series A Preferred
”), as permitted by the Company’s Certificate of Incorporation, as may be amended
(the “
Certificate
”). Each share of Series A Preferred has the equivalent of approximately 30,337,238 votes
of Common Stock (based upon the outstanding number of shares of Common Stock issued at the time hereof). Currently, there is one
holder of Series A Preferred (the “
Series A Stockholder
” or the “
Majority Stockholder
”),
holding fifty-one (51) shares of Series A Preferred, resulting in the Series A Stockholder holding in the aggregate approximately
51% of the total voting power of all issued and outstanding voting capital of the Company. The Series A Stockholders authorized
the following:
|
●
|
The
not less than 1 for 5 but not more than 1 for 500 reverse stock split of the Company’s issued and outstanding
shares of Common Stock (the “
Reverse Stock Split
”)
|
On
June 18, 2019, the Board approved the Reverse Stock Split and recommended to the Majority Stockholder that they approve
the Reverse Stock Split. June 18, 2019, the Majority Stockholder approved the Reverse Stock Split by written consent in
lieu of a meeting, in accordance with Nevada law. Accordingly, your consent is not required and is not being solicited in connection
with the approval of the Reverse Stock Split.
We
will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about July 1, 2019.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Board believes that the Stockholders of the Company will benefit from the Reverse Stock Split because it believes that such Reverse
Stock Split could be a catalyst for an increase in the stock price of the Common Stock, which in turn could increase the marketability
and liquidity of the Company’s Common Stock, as well as increase the profile of the Company for private investment, acquisitions
and other future opportunities that become available to the Company.
Accordingly,
it is the Board’s opinion that the Reverse Stock Split would better position the Company to attract potential business candidates
and provide the Stockholders a greater potential return.
INTRODUCTION
Nevada
law 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. Nevada law, however, requires that in the event an action is approved by written consent, a company must
provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented
in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the
action were delivered to a company.
In
accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about June 1, 2019.
This
Information Statement contains a brief summary of the material aspects of the Reverse Stock Split approved by the Board of DirectView
Holdings, Inc., (the “
Company
,” “
we
,” “
our
,” or “
us
”)
and the holder of the Company’s Series A Preferred (the “
Series A Stockholder
” or the “
Majority
Stockholder
”), which constitute a majority of the voting capital stock of the Company.
Series
A Preferred
By
unanimous written consent of the Board (as permitted under Nevada law), the number, designation, rights, preferences and privileges
of the Series A Preferred were established by the Board (as is permitted under Nevada law and by the Certificate of Incorporation
of the Company, as may be amended). The designation, rights, preferences and privileges that the Board established for the Series
A Preferred is set forth in a Certificate of Designation that was filed with the Secretary of State of the State of Nevada on
January 6, 2016. Holders of shares of Series A Preferred are entitled to vote with holders of the Company’s common stock,
such that holders of shares of Series A Preferred shall have the number of votes on all matters submitted to shareholders of the
Company that is equal to such number of votes per share of Series A Preferred that, when added to the votes per share of all other
shares of Series A Preferred, shall equal 51% of the outstanding voting capital (inclusive of the votes of holders of the Company’s
common stock) at the time of the vote or written consent of shareholders. By unanimous written consent of the Board, the Board
issued an aggregate of fifty-one (51) shares of Series A Preferred to the Series A Stockholder. As a result of the voting rights
granted to the Series A Preferred, the Series A Stockholders holds in the aggregate approximately 51% of the total voting power
of all issued and outstanding voting capital of the Company.
As
of June 12, 2019, there were issued and outstanding (i) 732,531,880 shares of our Common Stock and (ii) 51 shares of our Series
A Preferred Stock. Based on the foregoing, the total aggregate amount of votes entitled to vote regarding the approval of the
Reverse Stock Split approved by the Board is 1,494,930,236 (the sum of the votes represented by the issued and outstanding shares
of Common Stock and Series A Preferred Stock). Pursuant to Nevada law, at least a majority of the voting equity of the Company,
or at least 747,465,119 votes, are required to approve Reverse Stock Split by written consent. The Series A Stockholder, who holds
in the aggregate 5,264,703 shares of Common stock and 51 shares of Series A Preferred Stock, 767,663,059 votes or approximately
51.4% of the voting equity of the Company, have voted in favor of the Reverse Stock Split, thereby satisfying the requirement
under Nevada law 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 Series A Stockholder, the number of shares of Series A Preferred held by the Series
A Stockholder, the total number of votes that the Series A Stockholders voted in favor of the Reverse Stock Split and the percentage
of the issued and outstanding voting equity of the Company that voted in favor thereof.
Name
of Series A
Stockholder
|
|
Number
of
Shares of
Common
Stock
|
|
|
Number
of
Shares
of Series A
Preferred
held
|
|
|
Number
of
Votes
held by such
Series A
Stockholder
|
|
|
Number
of
Votes
that Voted
in favor
of the
Actions
|
|
|
Percentage
of the
Voting
Equity that
Voted in
favor of
the Actions
|
|
Roger Ralston
|
|
|
5,264,703
|
|
|
|
51
|
|
|
|
767,663,059
|
|
|
|
767,663,059
|
|
|
|
51.4
|
%
|
ACTIONS
TO BE TAKEN
The
Reverse Stock Split will become effective on the date that we file the Certificate of Amendment to the Certificate of Incorporation
of the Company (the “
Amendment
”) with the Secretary of State of the State of Nevada. We intend to file the
Amendment with the Secretary of State of the State of Nevada promptly after the twentieth (20
th
) day following the
date on which this Information Statement is mailed to the Stockholders.
Notwithstanding
the foregoing, we must first notify FINRA of the intended Reverse Stock Split by filing the Issuer Company Related Action Notification
Form no later than ten (10) days prior to the anticipated record date of such action. Our failure to provide such notice may constitute
fraud under Section 10 of the Exchange Act.
We
currently expect to file the Amendment on or about July 22, 2019.
NOT
LESS THAN 1 FOR 10 BUT NOT MORE THAN 1 FOR 200 REVERSE STOCK SPLIT
GENERAL
Our
Board approved by unanimous written consent not less than 1 for 5 but not more than 1 for 500 reverse stock split (the “
Reverse
Stock Split
”). Pursuant to the Reverse Stock Split, every 5 shares at a minimum or every 500 shares at a maximum, of
our Common Stock will be automatically converted, without any further action by the Stockholders, into one share of Common Stock.
No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, the Company will issue
to the Stockholders one additional share of Common Stock for each fractional share. The Company anticipates that the effective
date of the Reverse Stock Split will be July 22, 2019.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM
THE ISSUANCE OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
PURPOSE
AND EFFECT OF THE REVERSE STOCK SPLIT
Our
Board believes that, among other reasons, the number of outstanding shares of Common Stock have contributed to a lack of investor
interest in the Company and has made it difficult for the Company to attract new investors and potential business candidates.
Our Board proposed the Reverse Stock Split as one method to attract business opportunities for the Company. Our Board believes
that the Reverse Stock Split could increase the stock price of our Common Stock and that the higher stock price could help generate
interest in the Company by investors and provide business opportunities.
However,
the effect of the Reverse Stock Split, if any, upon the stock price for our Common Stock cannot be predicted, and the history
of similar stock split combinations for companies like us is varied. Further, we cannot assure you that the stock price of our
Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of Common Stock outstanding
as a result of the Reverse Stock Split because, among other things, the stock price of our Common Stock may be based on our performance
and other factors as well.
The
principal effect of the Reverse Stock Split will be the reduction in the number of shares of Common Stock issued and outstanding
from 732,531,880 shares as of June 12, 2019 to approximately 146,506,376 shares in the event of a 1-for-5 reverse stock split
and approximately 4,883,546 in the event of a 1-for-500 reverse stock split (depending on the number of fractional shares
that are issued). The Reverse Stock Split will affect all of our Stockholders uniformly and will not affect any Stockholder’s
percentage ownership interest in the Company or proportionate voting power, except to the extent that the Reverse Stock Split
results in any of our Stockholders holding a fractional share of our Common Stock. The Common Stock issued pursuant to the Reverse
Stock Split will remain fully paid and non-assessable. The Reverse Stock Split shall not affect any rights, privileges or obligations
with respect to the shares of Common Stock existing prior to the Reverse Stock Split, nor does it increase or decrease the market
capitalization of the Company. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private
transaction” under Rule 13e-3 of the Exchange Act. We will continue to be subject to the periodic reporting requirements
of the Exchange Act.
By
reducing the number of issued and outstanding shares of Common Stock, more shares of Common Stock are available for issuance as
a result of the Reverse Stock Split. The Board believes that the availability of more shares of Common Stock for issuance will
allow the Company greater flexibility in pursuing financing from investors and issuing shares of Common Stock in exchange for
such financing, meeting business needs as they arise, taking advantage of favorable opportunities, and responding to a changing
corporate environment. Although the foregoing effect is mitigated somewhat by the reduction in the number of authorized shares
of Common Stock described below, the number of shares of Common Stock remaining available for issuance is still greater than prior
to the Reverse Stock Split because we are not reducing the total number of authorized shares of Common Stock by the same ratio
as the Reverse Stock Split.
The
following chart depicts the capitalization structure of the Company both pre-Reverse Stock Split and post-Reverse Stock Split
(the post-split shares of Common Stock may differ slightly based on the number of fractional shares):
Pre-Reverse
Stock Split
1-for-5
Authorized
Shares
of Common Stock
|
|
|
Issued
Shares
|
|
|
Authorized
but Unissued
|
|
|
4,000,000,000
|
|
|
|
146,506,376
|
|
|
|
3,853,493,624
|
|
Post-Reverse
Stock Split
1-for-20
Authorized
Shares
of Common Stock
|
|
|
Issued
Shares
|
|
|
Authorized
but Unissued
|
|
|
4,000,000,000
|
|
|
|
36,626,594
|
|
|
|
3,963,373,406
|
|
Pre-Reverse
Stock Split
1-for-250
Authorized
Shares
of Common Stock
|
|
|
Issued
Shares
|
|
|
Authorized
but Unissued
|
|
|
4,000,000,000
|
|
|
|
2,930,128
|
|
|
|
3,997,069,872
|
|
Post-Reverse
Stock Split
1-for-500
Authorized
Shares
of Common Stock
|
|
|
Issued
Shares
|
|
|
Authorized
but Unissued
|
|
|
4,000,000,000
|
|
|
|
1,465,064
|
|
|
|
3,998,534,936
|
|
If
the Reverse Stock Split is between the two numbers (1-for-5 and 1-for-500) in the table above, the number of outstanding
shares will be proportionately reduced.
CERTAIN
RISKS ASSOCIATED WITH REVERSE STOCK SPLIT
You
should recognize that you will own a lesser number of shares of Common Stock than you presently own. While we hope that the Reverse
Stock Split will result in an increase in the potential stock price of our Common Stock, we cannot assure you that the Reverse
Stock Split will increase the potential stock price of our Common Stock by a multiple equal to the inverse of the Reverse Stock
Split ratio or result in the permanent increase in any potential stock price (which is dependent upon many factors, including
our performance and prospects). Should the stock price of our Common Stock decline, the percentage decline as an absolute number
and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split.
Furthermore, the possibility exists that potential liquidity in the stock price of our Common Stock could be adversely affected
by the reduced number of shares of Common Stock that would be outstanding after the Reverse Stock Split. In addition, the Reverse
Stock Split will increase the number of Stockholders of the Company who own odd lots (less than 100 shares). Stockholders who
hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty
in effecting such sales. As a result, we cannot assure you that the Reverse Stock Split will achieve the desired results that
have been outlined above.
Following
the Reverse Stock split, there will be approximately 3,853,493,624 additional shares in the event of a 1-for-5 reverse stock split
and 3,998,534,936 in the event of a 1-for-500 reverse stock split (depending on the number of fractional shares
that are issued) additional shares of Common Stock available for issuance by the Board, without further shareholder approval,
for stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares
of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships,
joint ventures, restructurings, business combinations and investments, although there are no immediate plans to do so. Assurances
cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder
value or that they will not adversely affect the Company’s business or the trading price of the Common Stock. Any such issuance
of additional shares of Common Stock could 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 increase in the number of available authorized shares of Common Stock 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. Other than convertible notes and other agreements previously disclosed by the Company in its public
filings, there is currently no plan, agreement or other understanding that could require the Company to issue shares of Common
Stock.
ANTI-TAKEOVER
EFFECTS OF THE REVERSE STOCK SPLIT
THE
OVERALL EFFECT OF THE REVERSE STOCK SPLIT MAY BE TO RENDER MORE DIFFICULT THE CONSUMMATION OF MERGERS WITH THE COMPANY OR THE
ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE IT DIFFICULT TO REMOVE MANAGEMENT.
A
possible effect of the Reverse Stock Split is to discourage a merger, tender offer or proxy contest, or the assumption of control
by a holder of a large block of the Company’s voting securities and the removal of incumbent management. Our management
could use the additional shares of Common Stock available for issuance to resist or frustrate a third-party take-over effort favored
by a majority of the independent Stockholders that would provide an above market premium by issuing additional shares of Common
Stock.
The
Reverse Stock Split is not the result of management’s knowledge of an effort to accumulate the Company’s securities
or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Stock Split
a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision.
The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material
anti-takeover consequences. As discussed above, the reason for the Reverse Stock Split is to increase the amount of shares of
Common Stock that the Company is able to issue in order to attract potential investors and conduct equity financings.
PROCEDURE
FOR EFFECTING REVERSE STOCK SPLIT AND EXCHANGE OF STOCK CERTIFICATES
We
anticipate that the Reverse Stock Split will become effective on July 22, 2019, or as soon thereafter as is reasonably
practicable (the “
Effective Date
”). Beginning on the Effective Date, each stock certificate representing pre-Reverse
Stock Split shares of Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split
shares of Common Stock.
Our
transfer agent, Standard Registrar and Transfer Co., Inc., will act as exchange agent (the “
Exchange Agent
”)
for purposes of implementing the exchange of stock certificates. Holders of pre- Reverse Stock Split shares of Common Stock are
asked to surrender to the Exchange Agent stock certificates representing pre-Reverse Stock Split shares of Common Stock in exchange
for stock certificates representing post- Reverse Stock Split shares of Common Stock in accordance with the procedures set forth
in the letter of transmittal enclosed with this Information Statement. No new stock certificates will be issued to a Stockholder
until such Stockholder has surrendered the outstanding stock certificate(s) held by such Stockholder, together with a properly
completed and executed letter of transmittal.
Further,
prior to filing the amendment to the Certificate of Incorporation reflecting the Reverse Stock Split, we must first notify the
Financial Industry Regulatory Authority (“
FINRA
”) by filing the Issuer Company Related Action Notification
Form no later than ten (10) days prior to our anticipated record date, for the Reverse Stock Split. Our failure to provide such
notice may constitute fraud under Section 10 of the Exchange Act.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
FRACTIONAL
SHARES
No
fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, the Company will issue to
the Stockholders one additional share of Common Stock for each fractional share.
NO
APPRAISAL RIGHTS
Under
Nevada law, our Stockholders are not entitled to appraisal rights in connection with the Reverse Stock Split.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As
of June 12, 2019, we had outstanding 732,531,880 shares of common stock. Each share of common stock is currently entitled to one
vote on all matters put to a vote of our stockholders. The following table sets forth the number of common shares, and percentage
of outstanding common shares, beneficially owned as of June 12, 2019 by:
|
●
|
each
person known by us to be the beneficial owner of more than five percent of our outstanding common stock;
|
|
|
|
|
●
|
each
of our current directors;
|
|
|
|
|
●
|
each
of our current executive officers and any other persons identified as a “named executive” in the Summary Compensation
Table above; and
|
|
|
|
|
●
|
all
our current executive officers and directors as a group.
|
Beneficial
ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with
respect to securities. Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or
exercisable within 60 days of the record date, and shares of common stock issuable upon conversion of other securities currently
convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person
holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person.
Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares
with respect to which they possess beneficial ownership by the total number of outstanding shares. In any case where an individual
has beneficial ownership over securities that are not outstanding, but are issuable upon the exercise of options or warrants or
similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above.
Because the calculation of each person’s beneficial ownership set forth in the “Percentage Beneficially Owned”
column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such
column may exceed 100%. Unless otherwise indicated, the address of each of the following persons is 21218 Saint Andrews Blvd.,
Suite 323, Boca Raton, Florida, and, based upon information available or furnished to us, each such person has sole voting and
investment power with respect to the shares set forth opposite his, her or its name.
Name
and Address of Beneficial Owner(1)
|
|
Shares
of
Series
A Preferred
(3)
|
|
|
Percent
of
Series A
Preferred
(2)
|
|
|
Shares
of
Common
Stock
|
|
|
Percent
of
Common
Stock
(2)
|
|
Roger Ralston
Chief
Executive Officer, President, Chairman
|
|
|
51
|
|
|
|
100
|
%
|
|
|
5,264,703
|
|
|
|
*
|
%
|
Michele Ralston
Secretary, Treasurer
and Director
|
|
|
0
|
|
|
|
0
|
%
|
|
|
3
|
|
|
|
*
|
%
|
All officers and directors as a group
(2 persons)
|
|
|
51
|
|
|
|
100
|
%
|
|
|
5,264,706
|
|
|
|
*
|
%
|
All officers, directors and 5% holders
as a group (2 persons)
|
|
|
51
|
|
|
|
100
|
%
|
|
|
5,264,706
|
|
|
|
*
|
%
|
*represents
less than 1%
(1)
|
Beneficial
ownership is determined in accordance with Rule 13D-3(a) of the Exchange Act and generally includes voting or investment power
with respect to securities.
|
|
|
(2)
|
The
percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares
of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise
of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable
within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power
with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
|
|
|
(3)
|
Each
one share of the Series A Preferred Stock has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding
shares of common stock of the Company eligible to vote at the time of the respective vote (the “Numerator”), divided
by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common
stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the
Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).
The Series A Preferred Stock has no dividend rights, no liquidation rights and no redemption rights, and was created primarily
to be able to obtain a quorum and conduct business at shareholder meetings.
|
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.
The
following documents, as filed with the Commission by the Company, is incorporated herein by reference:
|
●
|
The
Company’s Registration Statement on Form S-1 filed with the SEC on May 30, 2019;
|
|
|
|
|
●
|
The
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, as filed with the SEC on May 15,
2019;
|
|
|
|
|
●
|
The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the SEC on April 12,
2019;
|
|
|
|
|
●
|
The
Company’s Current Report on Form 8-K, as filed with the SEC on May 29, 2019; and
|
|
|
|
|
●
|
The
Company’s Current Report on Form 8-K, as filed with the SEC on March 27, 2019.
|
You
may request a copy of these filings, at no cost, by writing DirectView Holdings, Inc., 21218 Saint Andrews Blvd., Suite 323, Boca
Raton, FL or telephoning the Company at (561) 750-9777. 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 21218 Saint Andrews Blvd., Suite 323, Boca Raton, FL or telephoning the Company at
(561) 750-9777.
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 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
/s/
Roger Ralston
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Robert
Ralston
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Chief
Executive Officer and Chairman of the Board of the Directors
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Dated:
June 28, 2019
Annex
A
FORM
OF CERTIFICATE OF AMENDMENT TO
ARTICLES
OF INCORPORATION
OF
DIRECTVIEW HOLDINGS, INC., AS AMENDED
DirectView
Holdings, Inc.
2.
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The
articles have been amended as follows (provide article numbers, if available):
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Third
Article:
The
Company is authorized to issue up to 4,005,000,000 shares of stock, of which 4,000,000,000 shares shall be authorized for common
stock, par value $0.001 and 5,000,000 shares shall be authorized for blank check preferred stock, par value $0.0001.
Pursuant
to the stockholder consent, the board of directors is hereby authorized to issue the preferred stock and to fix the designations,
preferences and rights of the preferred stock pursuant to a board resolution.
Effective
at 12:01 a.m. on [ ], 2019 (the “Effective Time”), every [ ] shares of common stock issued and
outstanding immediately prior to the Effective Time (“Old Common Stock”) shall automatically be combined, without
any action on the part of the holder thereof, into one (1) validly issued, fully paid and non-assessable share of common stock
(“New Common Stock”), subject to the treatment of fractional share interests as described below (the “Reverse
Stock Split”). No fractional shares of common stock shall be issued in connection with the Reverse Stock Split. No stockholder
of the Corporation shall transfer any fractional shares of common stock. The Corporation shall not recognize on its stock record
books any purported transfer of any fractional share of common stock. No certificates representing fractional shares of New Common
Stock will be issued in connection with the Reverse Stock Split. Holders who otherwise would be entitled to receive fractional
share interests of New Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio
will automatically be entitled to receive an additional fraction of a share of New Common Stock to round up to the next whole
share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split. Each certificate that
immediately prior to the Effective Time represented shares of Old Common Stock (“Old Certificates”), shall thereafter
represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by the Old Certificate
shall have been combined.
3.
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The
vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: .
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4.
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Effective
date of filing (optional): Upon filing
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5.
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Officer
Signature (Required):
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Roger
Ralston, Chief Executive Officer
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