UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

 

Check the appropriate box:

 

[  ] Preliminary Information Statement
   
[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2))
   
[X] Definitive Information Statement

 

PROGREEN US, INC.

(Name of Registrant as Specified in Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

[X] No fee required
     
[  ] 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 O-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 O-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:

 

 

 

 

 

 

SCHEDULE 14C INFORMATION STATEMENT

Pursuant to Regulation 14C of the Securities Exchange Act of 1934, as amended

 

PROGREEN US, INC.

2667 Camino del Rio South, Suite 312

San Diego, CA 92108-3763

Telephone: (619) 487-9585

 

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

 

This Information Statement is being furnished to our stockholders on behalf of our board of directors pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of informing our stockholders of amendments to our Certificate of Incorporation to increase the number of shares of common stock that the Company is authorized to issue from 950,000,000 shares of common stock, par value $.0001 per share (“Common Stock”), to 1,250,000,000 shares of Common Stock, par value $.0001 per share. This Information Statement is being furnished to the stockholders of record of our Common Stock, on the record date as determined by our board of directors to be the close of business on March 27, 2018.

 

Our board of directors approved the amendments to our Certificate of Incorporation to increase our authorized Common Stock from 950,000,000 shares to 1,250,000,000 shares on March 8, 2018. Our Company also received on March 8, 2018, the written consent from stockholders of our Company who hold a majority of the voting power of the Company’s Common Stock. Upon the expiration of the 20-day period required by Rule 14c-2 and in accordance with the provisions of the General Corporation Law of the State of Delaware, our Company intends to file a Certificate of Amendment to our Certificate of Incorporation to effect the amendment to increase our authorized Common Stock. The Certificate of Amendment will not be filed until at least 20 days after we file the Definitive Information Statement with the Securities and Exchange Commission and deliver the Definitive Information Statement to our stockholders of record.

 

The proposed Certificate of Amendment, attached hereto as Exhibit A, will become effective when it has been accepted for filing by the Secretary of State of the State of Delaware. We anticipate that our Company will file the Certificate of Amendment 20 days after the Definitive Information Statement is first mailed to our stockholders.

 

The entire cost of furnishing this Information Statement will be borne by our Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock held on the record date.

 

Our board of directors has fixed the close of business on March 27, 2018, as the record date for determining the holders of our Common Stock who are entitled to receive this Information Statement. As of the March 27, 2018, record date there are 405,175,177 shares of our Common Stock issued and outstanding. We anticipate that this Information Statement will be mailed on or about March 30, 2018, to our stockholders of record.

 

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION.

 

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

 

Except as disclosed elsewhere in this Information Statement, none of the following persons have any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:

 

1. any director or officer of our company since May 1, 2016, being the commencement of our last completed audited financial year; or
   
2. any associate or affiliate of any of the foregoing persons.

 

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

 

The table below sets forth information regarding the beneficial ownership of our common stock and preferred stock as of March 26, 2018 by the following individuals or groups:

 

  each person or entity who we know beneficially owns more than 5.0% in the aggregate of each class;
  each of our named executive officers;
  each of our directors; and
  all directors and named executive officers as a group.

 

The percentage of beneficial ownership in the following table is based upon 405,175,177 shares of common stock outstanding as of March 26, 2018. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

 

Principal Stockholders

 

The table below sets forth information regarding the beneficial ownership of our common stock as of March 26, 2018 by the following individuals or groups:

 

  each person or entity who we know beneficially owns more than 5.0% in the aggregate;
     
  each of our named executive officers;
     
  each of our directors; and
     
  all directors and named executive officers as a group.

 

The percentage of beneficial ownership in the following table is based upon 405,175,177 shares of common stock outstanding as of March 26, 2018. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. We do not have any outstanding options, warrants or other conversion rights.

 

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Title of Class   Name of Beneficial Owner   Number of Shares Beneficially Owned     Approximate Percentage of Class Outstanding  
Common Stock                    
                     
    Jan Telander (1) c/o Progreen US, Inc. 6443 Inkster Rd., Birmingham Township, MI 48301(1)     55,166,195       12.67 %
                     
    Michael Hylander c/o Progreen US, Inc. 6443 Inkster Rd., Birmingham Township, MI 48301(1)     0       0  
                     
    Ulf Telander (2) Calle Sierra Nevada 64C Urb Loma de Marbella Club 29602 Marbella, Spain     318,112,754       49.84 %
                     
    Frederic Telander (3) Floragatan 16 SE 11431 Stockholm, Sweden     30,303,030       6.96 %
                     
    All officers and directors as a group     55,166,195       12.67 %
                     
Series A Convertible Preferred Stock                    
    Frederic Telander (3)     100,000       10.34 %
                     
    Ulf Telander (2)     767,031       79.32 %
                     
    Jan Telander (1)     100,000       10.34 %
                     
Series B Convertible Preferred Stock                    
    American Residential Fastigheter AB (4)                
    DRottninggatan SE 411 14 Goteborg, Sweden     8,534,625       100 %

 

(1) Mr. Jan Telander owns an aggregate of 24,863,165 shares common stock directly, and holds 100,000 shares of Series A Convertible Preferred Stock, convertible into 30,303,030 shares of common stock, at a conversion price of $0.0033 per share. The table above reflects conversion of the preferred stock held by Mr. Telander in calculating the percentage of common stock shown as owned by Mr. Telander. As of April 30, 2015, Mr. Telander had divested himself of all equity interests in EIG Venture Capital Ltd. and its affiliates, and resigned from all management and governing body positions with companies in this group.
   
(2)

Mr. Ulf Telander holds 100,000 shares of Series A Convertible Preferred Stock, which vote as, and are convertible into, 30,303,030 shares of common stock, at a conversion price of $0.0033 per share. Mr. Telander is the owner of 66% of the equity interests in and controls EIG Venture Capital Ltd. (“EIG”). EIG owns 84,804,436 shares of common stock directly and is the sole stockholder of EIG Capital Investments Ltd. and Sofcon, Ltd., which own directly 497,197 and 377,485 shares of the Company’s common stock, respectively. EIG holds 667,031 shares of Series A Convertible Preferred Stock, which vote as, and are convertible into, 202,130,606 shares of common stock. EIG’s direct ownership of 85,679,118 shares of common stock and 667,031 shares of Series A Convertible Preferred Stock is included in Mr. Ulf Telander’s ownership of common stock and Series A Convertible Preferred Stock as shown in the table. The table above reflects conversion of the Series A Convertible Preferred Stock held by EIG and Mr. Telander in calculating the number of shares of common stock shown as beneficially owned by Mr. Telander.

 

Mr. Telander is the brother of Jan Telander, CEO of the Company.

 

(3) Mr. Frederic Telander holds 100,000 shares of Series A Convertible Preferred Stock, which vote as, and are convertible into, 30,303,030 shares of common stock, at a conversion price of $0.0033 per share. The table above reflects conversion of the preferred stock held by Frederic Telander in calculating the percentage of common stock shown as owned by him.
   
(4) Michael Lindstrom does not own any equity interest in, and is President of and controls, American Residential Fastigheter AB.

 

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AMENDMENT TO OUR COMPANY’S CERTIFCATE OF INCORPORATION

 

Increase in Authorized Common Stock

 

As of the record date, there are 405,175,177 shares of Common Stock issued and outstanding, in the capital of our Company. Each share of our company’s Common Stock is entitled to one vote.

 

The board of directors of the Company on March 8, 2018, adopted a resolution approving and recommending to the Company’s stockholders for their approval an amendment to the Company’s Certificate of Incorporation to provide for an increase of the number of shares of Common Stock that the Company is authorized to issue from 950,000,000 to 1,250,000,000.

 

The board of directors recommends the proposed increase in the authorized number of shares of Common Stock since the Company’s estimate that there is a sufficient number of authorized and unissued shares is available (i) to provide for conversion shares for our convertible preferred stock and convertible debt outstanding at the date of this Information Statement; (ii) to raise additional capital for the operations of the Company; and (iii) to make options and shares available to employees, future non-employee directors and consultants of the Company as an incentive for services provided to the Company. Holders of the Company’s Common Stock do not have preemptive rights.

As of March 26, 2018, with 950,000,000 shares of Common Stock authorized, we had 405,175,177 shares of Common Stock issued and outstanding, which leaves 544,824,823 authorized but unissued shares. The Company has reserved 100,000,000 shares of Common Stock for possible issuance pursuant to the Registration Statement we filed with the Securities and Exchange Commission on August 31, 2016 for an equity line financing; 293,039,696 shares of Common Stock for issuance upon conversion of the outstanding shares of Series A Convertible Preferred Stock; 4,000,000 shares for exercise of an outstanding warrants; and 464,416,522 shares reserved for outstanding convertible debt. The Series B Preferred stock is convertible on and after March 8, 2017, at the option of the holder into shares of Common Stock at a conversion price per share of the weighted average closing prices of the Common Stock for the 20 trading days immediately prior to that date. We have not reserved any defined number of shares for conversion of shares of the Series B Preferred Stock.

The Company has barely enough unissued authorized shares (544,824,823 shares) to cover full issuance for conversion of all outstanding convertible debt (464,416,522 shares), much less unissued authorized shares to effect any significant conversions of preferred stock, issuances under the equity line Registration Statement, or warrant exercises.

 

Therefore, as of March 26, 2018, we have no unreserved authorized but unissued shares available for other corporate purposes. The price of our Common Stock in the over-the-counter market on March 26, 2018, closed at $0.0358. There are currently no set plans or arrangements relating to the possible issuance of any additional shares of Common Stock except for the issuance of shares under the terms of Series A and Series B Preferred Stock, the equity line financing, and the outstanding convertible note, warrant and management options. We are not party to any agreements or understandings regarding any acquisitions, nor are any acquisitions under negotiation.

 

STOCKHOLDER APPROVAL OF PROPOSED AMENDMENT

 

Section 228 of the Delaware General Corporation Law permits stockholder action by written consent, without a meeting, prior notice or a vote, by the stockholders holding not less than the minimum number of votes required to authorize the action. On March 8, 2018 our Company obtained stockholder approval by written consent for the amendment to increase the number of shares of our Common Stock that we are authorized to issue from 950,000,000 shares to 1,250,000,000 shares (the “Amendment”), from the following three stockholders: Jan Telander, who as of March 8, 2018 held 24,863,165 shares of Common Stock (or 6.26% of the outstanding common stock as of March 8, 2018) and 100,000 shares of Series A Preferred Stock convertible into and with voting rights of 30,303,030 shares of common stock; Ulf Telander, holding 100,000 shares of Series A Preferred Stock with voting rights of 30,303,030 shares of common stock; and EIG Venture Capital, Ltd., which holds 85,679,118 shares of Common Stock (representing 21.58% of the outstanding common stock at March 8, 2018) and 667,031 shares of Series A Preferred Stock convertible into and with voting rights of 202,130,606 shares of common stock. Accordingly, holders holding 110,542,283 shares of Common Stock, and shares of Series A Preferred Stock with voting rights of 262,736,666 shares of Common Stock, representing in total 56.58% of the outstanding common stock voting power at March 8, 2018, authorized the Amendment, conversion shares of the voting holders of Series A Preferred Stock being counted as outstanding for computing the percentage of the vote attributable to the holders of the Series A Preferred Stock consenting to the corporate action. American Residential Fastigheter AB, the holder of all of the outstanding 8,534,625 shares of Series B Preferred Stock (or 100% of the shares of that series of preferred stock), has consented for the class of Series B Preferred Stock to the approval of the amendment to increase our number of authorized shares of Common Stock.

 

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The amendment authorizing the increase in our Common Stock will not become effective until (i) at least 20 days after we deliver the Information Statement to our stockholders of record, (ii) we file the Information Statement with the Securities and Exchange Commission and (iii) the Certificate of Amendment has been accepted for filing by the Secretary of State of the State of Delaware.

 

DISSENTERS’ RIGHTS

 

Pursuant to the General Corporation Law of the State of Delaware, stockholders of our Common Stock are not entitled to dissenters’ rights of appraisal with respect to the authorization of the increase in our authorized Common Stock.

 

FINANCIAL AND OTHER INFORMATION

 

For more detailed information on our Company, including financial statements, you may refer to our Form 10-K and other periodic reports filed with the Securities and Exchange Commission from time to time. Copies are available on the Securities and Exchange Commission’s EDGAR database located at www.sec.gov.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Progreen US, Inc. has duly caused this Information Statement to be signed by the undersigned hereunto authorized.

 

March 30, 2018

 

PROGREEN US, INC.  
     
By: /s/ Jan Telander  
  Jan Telander  
  President and Chief Executive Officer  

 

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EXHIBIT A

 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

PROGREEN US, INC.

 

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Progreen US, Inc. (the “corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

 

FIRST: That the Board of Directors of the corporation on March 8, 2018, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation:

 

RESOLVED, that the Board of Directors declares advisable, and recommends to the stockholders for adoption, the following amended Article FOURTH to replace, in its entirety, the Article FOURTH of the corporation’s Certificate of Incorporation:

 

“FOURTH: The total number of shares of stock which the corporation shall have authority to issue is One Billion Two Hundred Sixty Million (1,260,000,000), of which One Billion Two Hundred Fifty Million (1,250,000,000) are Common Stock, par value $0.0001 per share (“Common Stock”), and Ten Million (10,000,000) are Preferred Stock, par value $0.0001 per share (“Preferred Stock”).

 

The terms and provisions of the Common Stock and Preferred Stock are as follows:

 

A. COMMON STOCK

 

Section 1

Voting Rights

 

The holders of shares of Common Stock shall be entitled to one vote for each share held with respect to all matters voted on by the stockholders of the Corporation.

 

Section 2

Liquidation Rights

 

Subject to the prior and superior right of the Preferred Stock upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled to receive that portion of the remaining funds to be distributed. Such funds to be paid to the holders of Common Stock shall be paid to the holders of Common Stock on the basis of the number of shares of Common Stock held by each of them.

 

 

 

 

Section 3

Dividends

 

Dividends may be paid on the Common Stock as and when declared by the Board of Directors.

 

B. PREFERRED STOCK

 

Shares of the Preferred Stock of the Corporation may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation, number of shares, or title as shall be fixed by the Board of Directors prior to the issuance of any shares thereof. Each such class or series of Preferred Stock shall consist of such number of shares, and have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it, all in accordance with the laws of the State of Delaware.”

 

SECOND: That said amendments were duly adopted in accordance with the provisions of Section 242 and Section 228 of the General Corporation Law of Delaware.

 

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its President this ____ day of ______, 2018.

 

  Progreen US, Inc.
   
  By:  
    President