UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A PROXY
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting |
POINT CAPITAL, INC.
(Name of Registrant as Specified Inin Its Charter)
(NamePayment of Person(s) Filing Proxy Statement, if other thanFee (check the Registrant)appropriate box):
☒ | No fee required |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
POINT CAPITAL, INC.
1086 Teaneck Road, Suite 3A
Teaneck, New Kersey 07666
PROXY STATEMENT
Dear Stockholders:
This Proxy Statement (“Proxy Statement”) is being furnished to holders of outstanding shares of the Company’s voting securities, at the close of business on April 29, 2019 of Point Capital, Inc., a Delaware corporation (“Point Capital” or the “Company”), with respect to certain corporate actions of the Company. This Proxy Statement is first being mailed or furnished to the stockholders of the Company on or about April 29, 2019.
The purpose of this Proxy Statement is to notify stockholders of the Company that the Company is soliciting your vote in order to change the name of the Company to “Uppercut Brands, Inc.”
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON APRIL 29, 2019 ARE ENTITLED TO NOTICE OF THE PROXY AS IT RELATES TO THE PROPOSED CORPORATE ACTION. UPON APPROVAL OF STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANY’S SHARES OF VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTIONWILL BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE EFFECTIVE ON A DATE IMMEDIATELY FOLLOWING APPROVAL OF THE SHAREHOLDERS.
The Company’s board of directors is soliciting your proxy. This Proxy Statement is being furnished to you to inform you of the matters described herein in compliance with Regulation 14A of the Securities Exchange Act of 1934, as amended. The Company has asked brokers and other custodians, nominees and fiduciaries to forward this Proxy Statement to the beneficial owners of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.
BY ORDER OF THE BOARD OF DIRECTORS | ||
April 29, 2019 | ||
Eric Weisblum | ||
POINT CAPITAL, INC.
285 GRAND AVENUE, BUILDING 5
ENGLEWOOD, NEW JERSEY 07631
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
|
An Annual Meeting
POINT CAPITAL, INC.
1086 Teaneck Road, Suite 3A
Teaneck, New Kersey 07666
PROXY STATEMENT
This proxy statement (“Proxy Statement”) is being furnished to holders of Stockholders (the “Meeting”) of Point Capital, Inc. (the “Company”) will be held on May 20, 2015, at 10:00 a.m. (Eastern time) at the officesoutstanding shares of the Company, 285 Grand Avenue, Building 5, Englewood, New Jersey 07631. At the Meeting the stockholders of the Company will be requested to vote on the following matters:
The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.
The Board of Directors has fixedCompany’s voting securities at the close of business on April 27, 2015 as29, 2019 ofPoint Capital, Inc., a Delaware corporation (“Point Capital” or the record date (the “Record Date”“Company”) for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. If you are a record holder on the Record Date, you are eligible to vote, with respect to these matters either personallycertain corporate actions of the Company. This Proxy Statement is first being mailed or atfurnished to the Meeting. A list of all stockholders entitled to vote at the Meeting will be available at the principal office of the Company for 10 days prior to the Meeting for examination by any stockholder for any purpose germane to the Meeting.on or about April 29, 2019.
All stockholders are cordially invited to attend the Meeting in person. Your vote is important. Your shares can be voted at the Meeting only if you are present in person or represented by proxy. If you are not planning to attend the Meeting, we urge you to authorize your proxy in advance. You may authorize your vote by proxy over the Internet through the Company’s transfer agent, Manhattan Transfer Registrar Company at their website, https: www.mtrco.com, by clicking on the “Proxy Voting/Proxy Material Request/Internet Access” button. If you complete your proxy electronically over the Internet you do not need to return a proxy card. If you hold your shares beneficially in street name through a nominee, you should follow the instructions you receive from your nominee to vote these shares.ABOUT THIS PROXY STATEMENT
WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.What is the purpose of this Proxy Statement?
POINT CAPITAL, INC.
285 GRAND AVENUE, BUILDING 5
ENGLEWOOD, NEW JERSEY 07631
PROXY STATEMENT FOR THE COMPANY’S
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 2015
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read the entireThis Proxy Statement is being provided pursuant to Section 14 of the Securities Exchange Act of 1934, as well as the documents incorporated by reference in this Proxy Statement.
Why am I receiving these proxy materials?
The proxy materials describe the proposals on which our Board of Directors would like you, as a stockholder,amended (the “Exchange Act”), to vote in favor of at the Meeting. It provides you with information on these proposals so that you can make an informed decision. We intend to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to allnotify stockholders of record entitled to vote at the Meeting.
Who can vote at the Meeting?
Stockholders who owned shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), as of the close of business on April 27, 201529, 2019 (the “Record Date”) may attend, of the corporate actions expected to be taken pursuant to the approval of a majority of shareholders of the Company. Upon the approval of a number of Shareholders holding greater than fifty percent (50%) of the Company’s Common Stock the Company will take such action to amend the articles of incorporation to change the name of the Company from Point Capital, Inc. to Uppercut Brands, Inc. (the “Action”). In order to eliminate the costs and vote atmanagement time involve in holding a special meeting, and in order to effect the Meeting. corporate action as soon as possible, the Company decided to seek written consent of the stockholders holding a majority of the voting power of the Company in accordance with Delaware Law and the Bylaws of the Company.
Who is entitled to notice?
Each share heldholder of outstanding shares of the Company’s voting securities on the Record Date iswill be entitled to one vote. There were 50,582,441 shares of Common Stock outstanding asnotice of the Record Date.Proposed Action.
What is the proxy card?On what corporate matters are you entitled to vote?
The proxy card enables you to appoint the person named therein as your representative to vote your shares at the Meeting, and to provide specific instructions as to how you wish your shares to be voted. By completing and returning the proxy card, youstockholders are authorizing this person to vote your shares at the Meeting in accordance with your instructionsvoting on the proxy card. By providing specific voting instructions for each proposal identified on the proxy card, your shares will be voted in accordance with your wishes whether or not you attend the Meeting. Even if you plan to attend the Meeting, we suggest that you complete and return your proxy card before the Meeting date just in case your plans change. If a proposal comes up for vote at the Meeting that is not on the proxy card, your appointed representative will vote your shares, under your proxy, according to their best judgment.
What matters am I voting on?
You are being asked to vote on (i) the election of five directors to the Company’s Board of Directors, (ii) the approval of a non-binding advisory resolution supporting the compensation of our officers and (iii) the approval of a non-binding advisory vote regarding the frequency of future non-binding advisory votes relating to future named executive officer compensation.
What is the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?
Most of our stockholders hold their shares in an account at a brokerage firm, bank, broker dealer or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If on the Record Date, your shares were registered directly in your name with our transfer agent, Manhattan Transfer Registrar Company, then you are a stockholder of record who may vote at the Meeting. As the stockholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person at the Meeting. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card and provide specific voting instructions to ensure that your shares will be voted at the Meeting.
Beneficial Owner
If on the Record Date, your shares were held in an account at a brokerage firm, bank, broker-dealer or other similar organization, you are considered the beneficial owner of shares held “in street name”, and the Notice is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to instruct your nominee holder on how to vote your shares and to attend the Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank, broker dealer or other nominee holder. If you do not make this request, you can still vote by completing your proxy card and delivering the proxy card to your nominee holder; however, you will not be able to vote in person at the Meeting.
How do I vote?
A. Stockholders of record (also called registered stockholders) may vote by any of the following methods:
1. By mail: if you request or receive proxy materials by mail, you may vote by completing the proxy card with your voting instructions and returning it in the postage-paid envelope provided.
If we receive your proxy card prior to the Meeting date and you have marked your voting instructions on the proxy card, your shares will be voted:proposition:
If you return a signed proxy card, but do not provide specific voting instructions for each proposal, your shares will be voted by your proxy representative inWhat vote is required to approve the manner recommended by the Board of Directors on all matters presented in the Proxy Statement and as the proxy representative may determine in his discretion with respect to any other matters properly presented for a vote at the Meeting.Action?
2. By Internet: read the proxy materials and follow the instructions provided in the Notice.
3. By toll-free telephone: read the proxy materials and call the toll free number provided for in the proxy voting instructions.
4. In person at the Meeting.
B. Beneficial Stockholders (shares held in “street name”). If your shares are held in the name of a broker, bank, broker dealer or other nominee holder of record, follow the voting instructions you receive from the holder of record to vote your shares. You must provide specific voting instructions to your broker, bank, broker dealer or other nominee holder of record in order for your shares to be voted in the proposal for election of directors.
If you are a beneficial owner of shares held in street name, you may vote by anyThe General Corporation Laws of the following methods:
1. By Mail: If you request or receive printed copiesState of Delaware (the ”DGCL”) provide that a company may not change its name unless it receives the proxy materials by mail, you may vote by completing the proxy card with your voting instructions and returning it to your broker, bank, broker dealer or other nominee holder of record prior to the Meeting.
2. By Internet. You may vote via the Internet by following the instructions provided in the Notice mailed to you by your nominee holder.
3. By toll-free telephone. You may vote by calling the toll free telephone number found in the proxy voting instructions.
4. In Person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Meeting, you must obtain a valid proxy from the nominee organization that holds your shares.
Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide access to its proxy materials over the Internet. Accordingly, the Company is sending such Notice to the Company’s stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Board encourages you to take advantage of the availability of the proxy materials on the Internet.
What does it mean if I receive more than one proxy card?
If your shares are registered differently or are held in more than one account, you will receive more than one proxy card. Please sign and return all proxy cards to ensure that all of your shares are voted.
May I revoke my proxy?
Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. The proxy may be revoked by filing an instrument of revocation or a duly executed proxy bearing a later date with the Company’s Chief Financial Officer at its principal executive offices located at 285 Grand Avenue, Building 5, Englewood, New Jersey 07631. The proxy may also be revoked by attending the meeting and voting in person. If it is not revoked, the proxy will be voted at the meeting in accordance with the stockholder’s instructions indicated on the proxy card.If no instructions are indicated, the proxy will be voted in accordance with the judgment of the proxy representation with respect to all matters brought before the Meeting or any adjournments thereof.
Will my shares be voted if I do not sign and return my proxy card?
If your shares are held in street name or in your name and you do not sign and return your proxy card, your shares will not be voted unless you vote in person at the Meeting.
What is a quorum and what constitutes a quorum?
A “quorum” is the number of shares that must be present, in person or by proxy, in order for business to be conducted at the Meeting. The required quorum for the Meeting is the presence, in person or by proxy,approval of the holders of a majority of the shares entitled to vote asits outstanding voting securities. Section 2(a)(42) of the Record Date. As of such date, there were an aggregate of 50,582,441 shares entitled to vote. Accordingly, a quorum will be present for the Meeting if an aggregate of at least 25,291,221 shares are present in person or by proxy at the Meeting.
How many votes are required to approve the nominees to the Board?
Directors are elected by a plurality of the votes cast in the election. The five nominees for director who receive the most votes will be elected. This is called a “plurality”. Any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the election of directors, except to the extent1940 Act provides that the failure to vote for an individual will result in another individual receiving a larger proportion of the votes cast. If you indicate “withhold authority to vote” for a particular nominee on your proxy card, your vote will not count either for or against the nominee.
How many votes are required to approve the non-binding proposals to approve the advisory resolution (i) supporting the compensation of our executive officers and (ii) regarding the frequency of future non-binding advisory votes relating to future named executive officer compensation?
The approvals of both non-binding proposals require the affirmative vote by the holders of a majority of shares thatthe outstanding voting securities of a company means the vote, at the annual or a special meeting of the security holders of such company duly called, (i) of 67% or more of the voting securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of such company are present in person or represented by proxy atproxy; or (ii) of more than 50% of the Meeting, so long as a quorumoutstanding voting securities of such company, whichever is established at the Meeting. If you abstain from voting, your abstention will not count as a vote cast for or against the proposal.
With respect to both of these proposals, the advisory votes in respect to executive compensation will neither be binding onlesser. Therefore, the Company or Boardis requesting the consent of Directors, nor will they create or imply any change in the fiduciary duties of or impose any additional fiduciary duties on, the Company or the Board of Directors. However, the Board of Director values the opinions expressed by the stockholders in these advisory votes and will consider the outcome of these votes in determining its compensation policies.
Where do I find the voting resultsa majority of the Meeting?
We planshareholders to announce preliminary voting results atundertake the Meeting. We will also file a Current Report on Form 8-K with the SEC within four business days of the Meeting disclosing the final voting results.Action.
Who is paying for this proxy’s solicitation process?SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The enclosed proxy is solicited byfollowing table sets forth certain information concerning the Board on behalfnumber of the Company, and the Company is paying for the entire cost of the proxy solicitation process. Copies of the proxy material will be given to banks, brokerage houses and other institutions that hold shares that are beneficially owned by others. Upon request, we will reimburse these banks, brokerage houses and other institutions for their reasonable out-of-pocket expenses in forwarding these proxy materials to the stockholders who are the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, facsimile or personal solicitation by our directors, officers, or other employees.
Who can help answer my questions?
You can contact our corporate headquarters, at (201) 408-5126, or send a letter to: Point Capital, Inc., 285 Grand Avenue, Building 5, Englewood, New Jersey 07631, Attention: Chief Financial Officer, with any questions about proposals described in this Proxy Statement or how to execute your vote.
POINT CAPITAL, INC.
285 GRAND AVENUE, BUILDING 5
ENGLEWOOD, NEW JERSEY 07631
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Point Capital, Inc. (the “Company”), for use at the Annual Meeting of Stockholders of the Company (the “Meeting”) to be held at the at the offices of the Company, 285 Grand Avenue, Building 5, Englewood, New Jersey 07631 on May 20, 2015, at 10:00 a.m. (Eastern Time) and at any adjournments thereof.
At the Meeting, the Company’s stockholders will be asked to vote on the following proposals:
Solicitation of proxies may be made by directors, officers and other employees of the Company. No additional compensation will be paid for any such services. This solicitation of proxies is being made by the Board of Directors of the Company. Whether or not you expect to attend the Meeting in person, and if you request and receive proxy materials by mail, please return your executed proxy card in the enclosed envelope and the shares represented thereby will be voted in accordance with your instructions.
This proxy statement and the accompanying form of proxy are being mailed to stockholders on or about April 21, 2015.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 20, 2015:
Copies of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 as filed with the Securities and Exchange Commission (“SEC”), will be furnished without charge to any stockholder upon written request to Point Capital, Inc., 285 Grand Avenue, Building 5, Englewood, New Jersey 07631, Attention: Chief Financial Officer. This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 are available on the SEC’s website at www.sec.gov.
REVOCABILITY OF PROXY
Any stockholder executing a proxy that is solicited has the power to revoke it prior to the voting of the proxy. Revocation may be made by attending the Meeting and voting the shares of stock in person, or by delivering to the Chief Financial Officer of the Company at the principal office of the Company prior to the Meeting a written notice of revocation or a later-dated, properly executed proxy. If it is not revoked, the proxy will be voted at the meeting in accordance with the stockholder’s instructions indicatedour Common Stock owned beneficially based on the proxy card.
RECORD DATE
Stockholders of record at the close of business on April 27, 2015 (the “Record Date”) will be entitled to vote at the Meeting.
INTERNET AND ELECTRONIC AVAILABILITY OF PROXY MATERIALS
Under new rules adopted by the SEC, the Company is making this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 available on the Internet instead of mailing a printed copy of these materials to each stockholder. Stockholders who received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail will not receive a printed copy of these materials other than as described below. Instead, the Notice contains instructions as to how stockholders may access and review all of the important information contained in the materials on the Internet, including how stockholders may submit proxies by telephone or over the Internet.
If you received the Notice by mail and would prefer to receive a printed copy of the Company’s proxy materials, please follow the instructions for requesting printed copies included in the Notice.
ACTION TO BE TAKEN UNDER PROXY
In the case of the Company receiving a signed proxy (“Proxy”) from a registered stockholder containing voting instructions “FOR” the election of each of the nominated directors, "FOR" the non-binding resolution supporting the compensation of our management, and "FOR” “three years” as the frequency of future non-binding advisory votes relating to future named executive officer compensation, the person named in the Proxy (Vadim Mats) (the “Proxy Representative”), will vote:
Please note that you do not have to vote FOR all the directors; you can vote for each director separately and independent of your vote for the other directors.
If the giver of the Proxy provides voting instructions to cast a vote AGAINST any or all of the nominated directors or any of the proposals, the Proxy Representative will vote such shares accordingly. If you ABSTAIN from voting on a proposal, your abstention will not count as a vote FOR or AGAINST the proposal. Also, in the case where no specific voting instructions are given to the Proxy Representative, the Proxy Representative will use his judgment to vote on any other items properly submitted for a vote at the Meeting.
VOTING SECURITIES
There were 50,582,44123,382,540 shares of Common Stock issued and outstanding and 4,000 shares of Series A Preferred Stock issued and outstanding as of April 27, 2015, the Record Date for the Meeting. Stockholders are entitled to one vote for each share of Common Stock held by them on the Record Date.
A majority of the outstanding shares present in person or represented by proxy will constitute a “quorum” at the Meeting. The five nominees for director who receive the most votes will be elected. This is called a “plurality. If you do not vote for a particular nominee, your vote will not count either for or against such nominee. Delaware law provides that directors be elected by the plurality of votes cast at a meeting of stockholders except as otherwise provided in the Company’s Certificate of Incorporation or By-Laws. The vote required for approval of the two non-binding "say on pay" proposals is an affirmative majority of the votes cast.
Abstentions from voting and broker non-votes will operate as neither a vote “FOR” nor a vote “AGAINST” a nominee for director. Votes on all matters will be counted by a duly appointed inspector of election, whose responsibilities are to ascertain the number of shares outstanding and the voting power of each, determine the number of shares represented at the Meeting and the validity of proxies and ballots, count all votes and report the results to the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of April 16, 2015, the number of shares of common stock that are beneficially owned byby: (i) each person or entity known to theour Company to be the beneficial owner of more than 5% of the outstanding Common Stock;common stock; (ii) each executive officer and director of theour Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stockcommon stock by our principal stockholdersshareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC.Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SECSecurities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 50,582,44123,382,540 shares of our common stockCommon Stock and 4,000 shares of Series A Preferred Stock issued and outstanding as of April 16, 2015. We12, 2019, the Record Date. Except for the Series A Preferred Stock, we do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Point Capital, Inc., c/o Mr. Richard Brand, 285 Grand Avenue, Building 5, Englewood, NJ 076311086 Teaneck Road, Suite 3A, Teaneck, New Jersey 07666.
Name of Beneficial Owner | Title Of Class | Amount and Nature of Beneficial Ownership | Percent of Class | |||||||||
Richard A. Brand | Common | 2,042,080 | 4.0 | % | ||||||||
Eric Weisblum | Common | 0 | 0 | % | ||||||||
Van E. Parker | Common | 0 | 0 | % | ||||||||
Leonard Schiller | Common | 500,000 | 1.0 | % | ||||||||
Joel A. Stone | Common | 1,000,000 | 2.0 | % | ||||||||
Vadim Mats | Common | 0 | 0 | % | ||||||||
Whalehaven Capital Fund Limited (1) | Common | 18,322,883 | 36.2 | % | ||||||||
Alpha Capital Anstalt (2) | Common | 3,060,057 | (3) | 6.1 | % | |||||||
Directors and Officers as a group (6 persons) | 3,542,080 | 7.0 | % |
Shares of Common Stock | Percent of Common Stock | Shares of Series A Preferred Stock | Percent of Series A Preferred Stock | Total Voting Rights | ||||||||||||||||
Eric Weisblum, CEO and director | 0 | 0.0 | % | 0 | 0.0 | % | 0.0 | % | ||||||||||||
Van E. Parker, Director | 0 | 0.0 | % | 0 | 0.0 | % | 0.0 | % | ||||||||||||
Leonard Schiller, Director | 500,000 | 2.14 | % | 0 | 0.0 | % | 1.97 | % | ||||||||||||
Joel A. Stone, Director | 1,000,000 | 4.28 | % | 0 | 0.0 | % | 3.94 | % | ||||||||||||
Directors and Officers as a group (5 persons) | 1,500,000 | 6.42 | % | 0 | 0.0 | % | 5.91 | % | ||||||||||||
Whalehaven Capital Fund Limited (1) | 3,171,088 | 13.56 | % | 0 | 0.0 | % | 12.49 | % | ||||||||||||
Alpha Capital Anstalt (2)(3) | 616,011 | 2.63 | % | 4,000 | 100 | % | 10.31 | % | ||||||||||||
Blind Faith Concepts, Inc. | 2,000,000 | 8.55 | % | 0 | 0 | % | 7.88 | % |
(1) Michael Finkelstein has voting and dispositive power as to the shares held by Whalehaven Capital Fund Limited (“Whalehaven”). The address of Whalehaven is 3rd floor Par-la-ville road, 14 Par-la-ville place, Hamilton, Bermuda HM08.
(2) Konrad Ackerman has voting and dispositive power as to the shares held by Alpha Capital Anstalt (“Alpha”).
(1) | Michael Finkelstein has voting and dispositive power as to the shares held by Whalehaven Capital Fund Limited. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | Konrad Ackerman has voting and dispositive power as to the shares held by Alpha Capital Anstalt. The address of Alpha Capital Anstalt is Pradafut 7 Furstentums 1490 Vaduz Liechtenstein C4 99999.
ACTION AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE NAME OF THE COMPANY TO UPPERCUT BRANDS, INC. On April 12, 2019, the Company’s board of directors adopted a resolution declaring it advisable to amend the Company’s articles of incorporation to change the Company’s name to Uppercut Brands, Inc. Upon consent of a majority of the shareholder entitled to vote approving the Action, the Company shall take such steps to file Articles of Amendment with the state of Delaware. A copy of the Articles of Amendment is attached as Appendix A hereto. Purpose of the Action The purpose of the change of the Company’s name to Uppercut Brands, Inc. is to increase marketability and future branding opportunities. There are several strategic considerations in selecting Uppercut Brands, Inc. as the new Company name, including, but not limited to:
The Articles of Amendment of the Company will become effective upon the filing of the certificate of amendment to the Company’s articles of incorporation with Secretary of State of the State of Delaware. Risks to Stockholders of a Name Change By changing the Company’s name to Uppercut Brands, Inc., the Company will no longer be called Point Capital, Inc. The following factors, all of which will incur some expense in their execution, should be noted in light of this change:
Dissenters’ Right of Appraisal Under Delaware law and the Company’s articles of incorporation and bylaws no stockholder is entitled to appraisal of or payment for their shares of Common Stock pursuant to the
The Company TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS None. PROPOSALS BY SECURITY HOLDERS No security holder has requested INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON No officer, director or director nominee of the ADDITIONAL INFORMATION The Company files reports with the Securities and Exchange Commission
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS Only one Information Statement is being delivered to multiple security holders sharing an address unless the Company received contrary instructions from one or more of the
APPENDIX A STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors ofPoint Capital, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows: The name of the Corporation is: Uppercut Brands, Inc. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this _____ day of April 2019.
REVOCABLE PROXY POINT CAPITAL, INC. Written Consent of Shareholders This Proxy is solicited on behalf of the Board of Directors. The undersigned hereby votes for the proposal to change the name of the Company to Uppercut Brands, Inc. and authorizes the Board of Directors to take such action with the state of Delaware to effect an amendment to the articles of incorporation immediately upon receipt of proxies or consents otherwise representing a majority of the voting interests of the Company.
I, the undersigned, do hereby cast my vote: ___ FOR ___ AGAINST the proposal to change the name of the Company to Uppercut Brands, Inc., effective immediately upon receipt proxies and/or consents representing a majority of the voting interests of the Company. PLEASE BE ADVISED THAT THIS PROXY MAY BE VOTED BY DELIVERING A SIGNED COPY WITH YOUR VOTE TO ADMIN@EILERSLAWGROUP.COM THIS PROXY, WHEN PROPERLY EXECUTED AND DELIVERED, WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL OF THE DIRECTOR NOMINEES AND FOR PROPOSAL. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE NAMED PROXIES ON ANY OTHER MATTER THAT MAY COME THE MEETING. Detach above card, sign, date and mail in postage paid envelope provided. POINT CAPITAL, INC.
If your address has changed, please correct the address in the space provided below and return this portion of the proxy via email.
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