UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Check
the appropriate box:
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[X]
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Preliminary
information statement
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Confidential,
for use of the Commission only
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(as
permitted by Rule 14c-5(d)(2))
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Definitive
information statement
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GEX
MANAGEMENT, INC.
(Name
of Registrant as Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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N/A
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(2)
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Aggregate
number of securities to which transactions applies:
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N/A
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(3)
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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):
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N/A
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(4)
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Proposed
maximum aggregate value of transaction:
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N/A
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N/A
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Fee
paid previously with preliminary materials.
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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.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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GEX
MANAGEMENT, INC.
3662
W Camp Wisdom Road
Dallas,
TX 75237
To
Our Stockholders:
On
December 8, 2020, the Board of Directors of GEX Management, Inc. (the “Company” or “Registrant”) unanimously
authorized and approved to change the par value of common stock to $0.00001 per share (the “Action”).
The
Action was authorized and approved by the Joint Written Consent of the Board of Directors and Majority Consenting Stockholders
of the Company dated December 8, 2020, a copy of which is attached hereto as Exhibit A.
This
Information Statement will be sent to you for information purposes only and you are not required to take any action.
We
Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy
By
Order of the Board of Directors:
/s/
Srikumar Vanamali
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Srikumar
Vanamali
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Interim
Chief Executive Officer and Chairman
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Dallas,
Texas
December
8, 2020
GEX
MANAGEMENT, INC.
3662
W Camp Wisdom Road Dallas, TX 75237
Phone:
(877) 210-4396
Information
Statement Pursuant to
Section
14C of the Securities
Exchange
Act of 1934
This
Information Statement is being filed by GEX Management, Inc. (the “Company” or “Registrant”) with the
United States Securities and Exchange Commission (the “SEC”) on December 8, 2020, based upon the Joint Written Consent
of the Board of Directors and the consent of the holders of a majority of outstanding shares of voting capital stock of the Company
(the “Majority Consenting Stockholders”) of the Company dated December 8, 2020 (the “Joint Written Consent”).
A copy of the Joint Written Consent is attached as Exhibit A to this Information Statement.
The
purpose of this Information Statement is to provide disclosure to our stockholders regarding the corporate action (the “Corporate
Action”) ratified and approved by the Joint Written Consent, based upon the unanimous approval by our Board of Directors
and the Majority Consenting Stockholders, including Shares of outstanding Common Stock and shares of Series A1 Voting Preferred
Stock, par value $0.001 per share (the “Super Voting Preferred Shares”) held by the holders of our voting capital
stock (the “Majority Consenting Stockholders,” as that term is defined below, to change the par value of Common Stock
to $0.00001 per share. The foregoing amendment is referred to herein as the “Action.”
The
Joint Written Consent of the Company’s Board of Directors and the Majority Consenting Stockholders approving the Corporate
Action was adopted pursuant to the provisions of Section 6.201 of the Texas Business Organization Code.
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 Texas. Pursuant to Rule 14c-2(b) promulgated by the SEC under
the Securities Exchange Act of 1934 (the “Exchange Act”), the actions approved by the Joint Written Consent of the
Board of Directors and the Majority Consenting Stockholders cannot become effective until twenty (20) days from the date of mailing
of the Definitive Information Statement to our stockholders. This Information Statement shall constitute notice to our stockholders
of the above Corporate Action taken by the Corporation pursuant to the Joint Written Consent.
CHANGE
IN PAR VALUE OF COMMON STOCK
On
December 8, 2020, the Company’s Board of Directors unanimously approved the Corporate Action to change the par value of
the common stock to $0.00001. The Board of Directors decided that this Corporate Action is in the best interests of the Company
and its stockholders given the current trading price and trends in the trading market and in connection with the ongoing operation
of our business, issuance of shares of common stock, options, awards and warrants for financing our future operations, acquiring
other businesses, forming strategic partnerships and alliances, and for stock dividends and stock splits. No such specific issuances
are currently anticipated.
The
Corporate Action was based upon and approved by the Joint Written Consent of the Board of Directors and Majority Consenting Stockholders
dated December 8, 2020, a copy of which is attached hereto as Exhibit A.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table lists the number of shares of Common Stock of our Company and, with respect to our officers, directors and principal
stockholder, shares of our Super Voting Preferred Stock, as of December 8, 2020, the Record Date, and as of the date of this Information
Statement, that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than
5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of Common Stock and Super Voting Preferred Stock by our principal stockholders and
management is based upon information furnished by each person using “beneficial ownership” concepts under the rules
of the 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 sixty (60) days. Under the rules of the SEC,
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/she may not have any pecuniary beneficial interest. Except as noted below, each person has
sole voting and investment power. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting
or investment power with respect to the shares. Except as otherwise indicated, and subject to applicable community property laws,
the persons named in the table have sole voting and investment power with respect to all shares of our common stock held by them.
Name of Stockholder
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Number of Shares of Common Stock
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Number of Super Voting Preferred Stock
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Number of Votes Held by Common
Stockholders
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Percentage of Voting Equity (1)(3)
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Srikumar Vanamali, (1)
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0
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400,000
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0
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25.5
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%
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Shaheed Bailey (2)
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0
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400,000
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0
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25.5
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%
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All directors and officers as a group (2 persons)
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0
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800,000
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51.0
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%
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Total
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0
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800,000
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0
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51.0
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%
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(1)
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As
of December 8, 2020, the Record Date, there were issued and outstanding (i) 1,465,116 shares of Common Stock, and (ii) 800,000
shares of Super Voting Preferred or 51% of the voting stock. Based on the foregoing, at least an absolute majority of the
voting stock of the Company, or at least 747,209 votes are required to approve the Corporate Action by evidenced by this Joint
Written Consent. The Majority Consenting Stockholders, having 747,209 votes, representing 51% of the total voting capital
stock, have voted in favor of and consented to the Corporate Action related to the Corporate Action, evidenced by this Joint
Written Consent. His voting stock is 25.5% or 366,279 shares of voting capital stock. Mr. Vanamali is the Interim CEO, Interim
CFO and Chairman of the Company.
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(2)
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Based
upon 1,465,116 shares of Common Stock and 800,000 Super Voting Preferred Stock issued and outstanding as of the Record Date
of December 8, 2020. His voting stock is 25.5% or 366,279 shares of voting capital stock. Mr. Bailey is a director of the
Company.
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(3)
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Includes
shares of Common Stock and Super Voting Preferred Stock owned by our officers and directors as a group (2 persons).
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ADDITIONAL
INFORMATION
The
Company is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information
statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”)
with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The
Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”).
We
will provide without charge, to each person to whom a proxy/information statement is delivered, upon written or oral request of
such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of
any and all of the information that has been incorporated by reference in this proxy statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information
that the proxy statement incorporates). Such requests should be directed to the address and phone number indicated below. This
includes information contained in documents filed subsequent to the date on which definitive copies of the proxy statement are
sent or given to security holders, up to the date of responding to the request.
By
Order of the Board of Directors:
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/s/
Srikumar Vanamali
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Name:
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Srikumar
Vanamali
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Title:
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Interim
Chief Executive Officer and Chairman
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Dallas,
Texas
December
8, 2020
EXHIBIT
A
JOINT
WRITTEN CONSENT
OF THE
BOARD
OF DIRECTORS
AND
MAJORITY
CONSENTING STOCKHOLDERS
OF
GEX
MANAGEMENT, INC.
The
undersigned, being all of the members of the Board of Directors of GEX Management, Inc., a Texas corporation (the “Corporation”),
acting together with the written consent of the holders (the “Majority Consenting Stockholders”) of a majority of
the outstanding voting shares of the Corporation’s common stock, par value $0.001 (the “Common Stock”) and Series
A1 Preferred Stock (the “Super Voting Preferred Stock”), par value $0.001, acting pursuant to the authority granted
by the provisions of Section 6.201 of the Texas Business Organization Code do hereby adopt the following resolutions as of this
8th day of December 2020 (the “Joint Written Consent”).
WHEREAS,
the Corporation has received the written consent of the Majority Consenting Stockholders, a copy of which is attached to this
Joint Written Consent of the Corporation’s Board of Directors and Majority Consenting Stockholders.
NOW,
THEREFORE, BE IT RESOLVED as follows:
RESOLVED,
that the Corporation file an Information Statement on Schedule 14C with the SEC with respect to changing the par value of the
Corporation’s authorized Common Stock to $0.00001 par value per share (the “Action”); and
FURTHER
RESOLVED, that this Joint Written Consent of the Board of Directors and Majority Consenting Stockholders shall be added to the
corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and
effect as if adopted at a meeting duly noticed and held by the Board of Directors and the Majority Consenting Stockholders of
this Corporation; and
FURTHER
RESOLVED, that this Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as if
all parties hereto had executed the same document, all counterparts of which shall be construed together and shall constitute
a single Joint Written Consent; and
FURTHER
RESOLVED, that pursuant to the provisions of the Texas Business Organization Code, based upon the 1,465,116 issued and outstanding
shares of Common Stock and issued and outstanding 800,000 shares of Super Voting Preferred Stock entitled to fifty-one percent
(51%) of the total voting capital stock on all such matters regardless of the actual number of shares of Super Voting Preferred
Stock then outstanding, the affirmative vote of 747,209 shares of voting capital stock are required to approve the Corporate Action,
and pursuant to this Joint Written Consent of the Corporation’s Board of Directors and the Majority Consenting Stockholders
of the Corporation, the Corporate Action has received the affirmative vote of holders of 747,209 shares of voting capital stock
and have hereby authorized, ratified and approved the forgoing actions and thereby direct that this Joint Written Consent of the
Board of Directors and Majority Stockholder be filed with the minutes of the meetings of the Corporation.
The
number of shares of Corporation’s voting capital stock issued and outstanding as of December 8, 2020 (the “Record
Date”) are:
(i)
1,465,116 shares of Common Stock; and (ii) 800,000 shares of Super Voting Preferred Stock entitled to fifty-one percent (51%)
of the total voting capital stock.
The
number of shares of the Corporation’s voting capital stock, including shares of Common Stock and Super Voting Preferred
Stock owned of record and beneficially by the Majority Consenting Stockholders and consenting to the adoption of these resolutions,
total 747,209 shares of voting capital stock, representing 51% of the total voting capital stock of the Corporation.
FURTHER
RESOLVED, that any action or actions heretofore taken by any officer of the Corporation for and on behalf of the Corporation in
connection with the foregoing resolutions are hereby ratified and approved as duly authorized actions of the Corporation. This
Joint Written Consent shall be added to the corporate records of the Corporation and made a part thereof, and the resolutions
set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Corporation.
This
Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had
executed the same document. All counterparts shall be construed together and shall constitute a single Joint Written Consent.
By
Order of the Board of Directors:
By:
/s/
Srikumar Vanamali
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Sri
Vanamali, Interim CEO & Executive Director
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/s/
Shaheed Bailey
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Shaheed
Bailey, Interim CIO, Director
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TABLE
OF MAJORITY CONSENTING STOCKHOLDERS
Name of Stockholder
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Number of Shares of Common Stock
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Number of Super Voting Preferred Stock
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Number of Votes Held by Common
Stockholders
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Percentage of Voting Equity (1)(3)
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Srikumar Vanamali, (1)
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0
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400,000
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0
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25.5
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%
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Shaheed Bailey (2)
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0
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400,000
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0
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25.5
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%
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Total
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0
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800,000
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0
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51.0
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%
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(1)
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As
of December 8, 2020, the Record Date, there were issued and outstanding (i) 1,465,116 shares of Common Stock, and (ii) 800,000
shares of Super Voting Preferred or 51% of the voting stock. Based on the foregoing, at least an absolute majority of the
voting stock of the Company, or at least 747,209 votes are required to approve the Corporate Action by evidenced by this Joint
Written Consent. The Majority Consenting Stockholders, having 747,209 votes, representing 51% of the total voting capital
stock, have voted in favor of and consented to the Corporate Action related to the Corporate Action, evidenced by this Joint
Written Consent. His voting stock is 25.5% or 366,279 shares of voting capital stock. Mr. Vanamali is the Interim CEO, Interim
CFO and Chairman of the Company.
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(2)
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Based
upon 1,465,116 shares of Common Stock and 800,000 Super Voting Preferred Stock issued and outstanding as of the Record Date
of December 8, 2020. His voting stock is 25.5% or 366,279 shares of voting capital stock. Mr. Bailey is a director of the
Company.
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(3)
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Includes
shares of Common Stock and Super Voting Preferred Stock.
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Grafico Azioni Gex Management (CE) (USOTC:GXXM)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Gex Management (CE) (USOTC:GXXM)
Storico
Da Set 2023 a Set 2024