UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
¨ | Preliminary Information Statement |
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¨ | Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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x | Definitive Information Statement |
HIP CUISINE, INC. |
(Name of Registrant as Specified in its Charter) |
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
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¨ | Fee computed on table below per Exchange Act Rules 14c-5(g) 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 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(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: |
HIP CUISINE, INC.
2250 NW 114th St.
Unit 1P, PTY 11020
Miami, FL 33172
011-507-6501-8105
Dear Stockholder:
This Information Statement is being furnished on or about May 21, 2018, by Hip Cuisine, Inc., a Florida corporation (the “Company”), to holders of the Company’s outstanding common stock, par value $0.001 per share (“Common Stock”), as of the close of business on May 7 2018, pursuant to Rule 14c−2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of this Information Statement is:
(i) to inform you that we have obtained the written consent of the Board of Directors and the holders of the majority of the issued and outstanding shares of our Common Stock, to amend the Company’s Articles of Incorporation to change the name of the Company from “HIP CUISINE, INC.” to” NATURE’S BEST BRANDS, INC.”, and
(ii) to serve as notice of the foregoing actions in accordance with the Florida Revised Statutes.
The holders of the majority of our issued and outstanding shares of Common Stock executed a written consent in favor of the foregoing action on May 7, 2018. This consent satisfied the stockholder approval requirements under Florida law and our certificate of incorporation and will allow us to take the proposed action as soon as practicable.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Your consent to the aforementioned action is not required and is not being solicited. The accompanying Information Statement is being furnished to you for informational purposes only. Please read the accompanying Information Statement carefully.
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| /s/ Natalia Lopera | |
| Natalia Lopera | |
| Chief Executive Office |
May 21, 2018
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______________________________
HIP CUISINE, INC.
2250 NW 114th St.
Unit 1P, PTY 11020
Miami, FL 33172
011-507-6501-8105
______________________________
INFORMATION STATEMENT
Dated May 21, 2018
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This Information Statement is being mailed on or about May 21, 2018 to the stockholders of record of Hip Cuisine, Inc. (the “Company,” “we” or “us”) at the close of business on May 7, 2018 (the “Record Date”). This Information Statement is being sent to you for information purposes only. No action is required or requested on your part.
This Information Statement is being provided:
(i) to inform you that on May 7, 2018, holders of the Board of Directors and majority of the issued and outstanding shares of our Common Stock voted by written consent to amend the Company’s Articles of Incorporation to change the name of the Company from “HIP CUISINE, INC.” to” NATURE’S BEST BRANDS, INC.” (the “Action”).
(ii) to serve as notice of the foregoing Action in accordance with the Florida Revised Statutes.
Florida Revised Statutes states that, unless otherwise provided in the certificate of incorporation, any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and those consents are delivered to the corporation by delivery to its registered office in Florida, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.
The Action was approved on May 7, 2018, upon the execution of a written consent by the holders of the majority of the issued and outstanding shares of our Common Stock. Because the Action has been approved by the holders of the requisite number of outstanding shares that are entitled to cast votes, no other stockholder approval of the amendment is necessary. This Information Statement will also serve as notice of actions taken without a meeting as required by the Florida Revised Statutes. No further notice of the Actions described herein will be given to you.
We are currently authorized to issue 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $.001 par value per share (“Preferred Stock”). As of the close of business on the Record Date, there were 8,729,583 shares of Common Stock. No shares of preferred stock are currently issued and outstanding. Each share of Common Stock is entitled to one vote. The affirmative vote or written consent of the holders of a majority of the issued and outstanding shares of our Common Stock is necessary to approve the Action. The requisite stockholder approval of the Action was obtained on May 7, 2018.
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The expenses of preparing and mailing this Information Statement and all documents that now accompany or may hereafter supplement it will be borne by us. We will reimburse brokers and other persons holding stock in their names or the names of nominees for their expenses incurred in forwarding this Information Statement to the beneficial owners of such shares.
The Action will become effective upon the passing of 20 calendar days from the date a definitive copy of this Information Statement is mailed to our stockholders.
Required Vote
The affirmative vote or written consent of the holders of a majority of the issued and outstanding shares of our Common Stock is necessary to approve the Action. The requisite stockholder approval of the Action was obtained on May 7, 2018.
Notice of Action by Written Consent
Pursuant to Rule 14c-2 of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended, we are required to distribute an information statement to every stockholder from whom consent is not solicited at least 20 calendar days prior to the earliest date on which the proposed amendment to our Articles of Incorporation becomes effective. This Information Statement serves as the notice required by Rule 14c-2 of Regulation 14C.
Dissenters’ Rights
The stockholders have no right under the Florida Revised Statutes, the Company’s Certificate of Incorporation consistent with above, or the Company’s bylaws to dissent from the action adopted as set forth herein.
BENEFICIAL OWNERSHIP OF OUR COMMON STOCK
The following table sets forth certain information, as of May 7, 2018, with respect to holdings of our Common Stock by (i) each person known by us to be the beneficial owner of more than 5% of the total number of shares of Common Stock outstanding as of such date, (ii) each of our directors and executive officers, and (iii) all directors and executive officers as a group. Except as otherwise indicated, the address of each person is c/o Hip Cuisine, Inc., 2250 NW 114th St., Unit 1P, PTY 11020, Miami, FL 33172.
Beneficial Name of Owner |
| No. of Shares Before Offering |
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| No. of Shares After Offering |
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| Percentage of Ownership |
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Natalia Lopera |
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| 5,500,000 |
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| 5,500,000 |
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| 64.6 | % |
Our Officer and Director as a Group |
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| 5,500,000 |
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| 5,500,000 |
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| 64.6 | % |
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* | Less than one percent |
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(1) | Unless otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. With respect to each person or group, percentages are calculated based on the number of shares beneficially owned, including shares that may be acquired by such person or group within 60 days of May 7, 2018 upon the exercise of stock options, warrants or other purchase rights, but not the exercise of options, warrants or other purchase rights held by any other person. There were 8,729,583 shares of common stock outstanding as of the close of business on May 7, 2018. |
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THE ACTION
COMPANY NAME CHANGE
Our Board and a majority of the holders of our Common Stock have approved an amendment to our Articles of Incorporation to change our name from “HIP CUISINE, INC.” to “NATURES’ BEST BRANDS, INC.” The name change is being affected because our Board believes that the new name will better reflect our current business as a global nutritional foods company that brings fresh, organic foods to the health-conscious consumer.
HOUSEHOLDING
Under SEC rules, only one annual report, information statement or Notice of Internet Availability of Proxy Materials, as applicable, need be sent to any household at which two or more of our stockholders reside if they appear to be members of the same family and contrary instructions have not been received from an affected stockholder. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses for us. Brokers with accountholders who are our stockholders may be householding these materials. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, now or at any time in the future, you no longer wish to participate in householding and would like to receive a separate annual report, information statement or Notice of Internet Availability of Proxy Materials, or if you currently receive multiple copies of these documents at your address and would prefer that the communications be householded, you should contact us at 2250 NW 114th Ave., Unit 1P, PTY 11021, Miami, FL or at 011-507-6501-8105.
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REQUESTS FOR CERTAIN DOCUMENTS
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including us) file electronically with the SEC. Our electronic SEC filings are available to the public at the SEC’s internet site, www.sec.gov.
We make available free of charge financial information, news releases, SEC filings, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC, on our website at www.globalstar.com. The documents available on, and the contents of, our website are not incorporated by reference into this Information Statement.
| /s/ Natalia Lopera | |
| Natalia Lopera | |
| Chief Executive Officer |
May 21, 2018
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