UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
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[X]
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Preliminary Information Statement
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[ ]
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Confidential, for
Use of the Commission Only (as permitted by Rule 14c-5(d)2))
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[ ]
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Definitive
Information Statement
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THE
GREATER CANNABIS COMPANY, INC.
(Name
of Registrant as Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
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[ ]
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Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11
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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
The
Greater Cannabis Company, Inc.
15
Walker Avenue, Suite 101
Baltimore, MD 21208
GENERAL
INFORMATION
This
Information Statement (the “Information Statement”) has been filed with the Securities and Exchange Commission and
is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
to the holders (the “Stockholders”) of the common stock, par value $.001 per share (the “Common Stock”),
of The Greater Cannabis Company, Inc., a Florida Corporation (the “Company”), to notify such Stockholders that on
or about June 12, 2020, the Company received written consents in lieu of a meeting of Stockholders from holders of 500,000,000
shares of voting securities representing approximately 72.28% of the shares of the total issued and outstanding shares
of voting stock of the Company (the “Majority Stockholders”) to amend the Company’s Certificate of Incorporation
to effect the following corporate actions:
(1)
to increase the number of authorized shares from 500,000,000 to 2,000,000,000 (the “Increase”).
On
June 11, 2020, the Board of Directors of the Company approved the Increase, subject to Stockholder approval. The Majority Stockholders
approved the Increase by written consent in lieu of a meeting on June 12, 2020. Accordingly, your consent is not required and
is not being solicited in connection with the approval of the Increase. The Increase will become effective when we file the Certificate
of Amendment (the “Amendment”) with the Secretary of State of the State of Florida twenty (20) days after the Definitive
Information Statement is filed and mailed to Stockholders of Record. The Increase is not in any way related to any plans or intentions
to enter into a merger, consolidation, acquisition or similar business transaction.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
Dated:
June 18, 2020
For
the Board of Directors of
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The
Greater Cannabis Company, Inc.
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By:
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/s/
Aitan Zacharin
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Aitan
Zacharin
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Chief
Executive Officer and Director
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RECOMMENDATION
OF THE BOARD OF DIRECTORS
ACTIONS
TO BE TAKEN
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
The
Board and the Majority Stockholders have adopted and approved an amendment to the Company’s Certificate of Incorporation
to increase the number of our authorized shares of common stock from 500,000,000 to 2,000,000,000 (the “Authorized Capital”).
The Authorized Capital stock of the Corporation shall therefore be two billion shares (2,000,000,000 shares) of common stock and
ten million (10,000,000) shares of Preferred Stock, of which 9,411,998 have been issued as Series A Convertible Preferred Stock
and the balance of which may be issued in one or more additional series of preferred stock. The Board of Directors of the Corporation
is authorized to fix the powers, preferences, rights, qualifications, limitations or restrictions of the Company’s preferred
stock and any series thereof pursuant to the Company’s Certificate of Incorporation and applicable Florida corporation law.
The
rights and privileges terms of the additional authorized shares of Common Stock will be identical to those of the currently outstanding
shares of Common Stock. However, because the holders of Common Stock do not have preemptive rights to purchase or subscribe for
any new issuances of Common Stock, the authorization and subsequent potential issuance of additional shares of Common Stock will
reduce the current stockholders’ percentage ownership interest in the total outstanding shares of Common Stock. The Increase
and the creation of additional shares of authorized Common Stock will not alter current stockholders’ relative rights and
limitations.
The
Certificate of Amendment to the Company’s Certificate of Incorporation that reflects the increase in the authorized Common
Stock is attached hereto as Exhibit B. The increase in Authorized Capital will become effective upon the filing of the Articles
of Amendment with the Secretary of State of the State of Florida, which is expected to occur as soon as is reasonably practicable
on or after the twentieth (20th) day following the mailing of this Information Statement to the Company’s stockholders.
Reason
for Increase in Authorized Capital
In
order to permit us to raise capital or issue our common stock for other business purposes, we need to have available unissued
but authorized shares of common stock and therefore need to increase the number of shares of our common stock authorized for issuance.
As
a result of the increase in authorized common stock, the Company will be able to issue shares from time to time as may be required
for proper business purposes, such as raising additional capital for ongoing operations, establishing strategic relationships
with corporate partners, acquiring or investing in complementary businesses or products, providing equity incentives to employees,
and effecting stock splits or stock dividends. The Company has reserved a significant number of shares of its common stock for
conversion of outstanding principal and interest on its convertible notes.
Effects
of Increase
In
general, the issuance of any new shares of common stock will cause immediate dilution to the Company’s existing stockholders,
may affect the amount of any dividends paid to such stockholders and may reduce the share of the proceeds of the Company that
they would receive upon liquidation of the Company. Another effect of increasing the Company’s authorized common stock may
be to enable the Board of Directors to render it more difficult to, or discourage an attempt to, obtain control of the Company
by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management. The
Board of Directors would, unless prohibited by applicable law, have additional shares of common stock available to effect transactions
(such as private placements) in which the number of the Company’s outstanding shares would be increased and would thereby
dilute the interest of any party attempting to gain control of the Company, even if such party is offering a significant premium
over the current market price of the common stock. Such an issuance of shares of common stock would increase the number of outstanding
shares, thereby possibly diluting the interest of a party attempting to obtain control of the Company. The Board of Directors
is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this resolution was not presented
with the intent that the increase in the Company’s authorized common stock be utilized as an anti-takeover measure.
The
increase in the number of the Company’s Authorized Capital from 500,000,000 shares of common stock to 2,000,000,000 shares
of common stock by means of an amendment to the Company’s Certificate of Incorporation was approved by the Majority Shareholders.
Amended
Certificate of Incorporation
Upon
the effectiveness and on the date that is twenty (20) days following the mailing of this Information Statement, the Board of Directors
shall have the Company’s Certificate of Amendment to the Articles of Incorporation filed with the State of Florida in order
to effect the Increase.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form
10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”).
Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., 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”).
The
following documents as filed with the Commission by the Company are incorporated herein by reference:
1.Annual
Report on Form 10-K for the year ended December 31, 2019; and
2.
Quarterly Report on Form 10-Q for the quarter ended March 30, 2020.
The
Company shall provide, without charge, to each person to whom an Information Statement is delivered, upon written or oral request
of such person and by first class mail or other equally prompt means within one (1) business day of receipt of such request, a
copy of any and all of the information that has been incorporated by reference in the Information 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 Information Statement incorporates), and the address and telephone numbers to which such a request is to
be directed.
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 January 1, 2020 being the commencement of our last completed financial year;
2.
any proposed nominee for election as a director of our Company; and
3.
any associate or affiliate of any of the foregoing persons.
The
shareholdings of our directors and officers are set forth below in the section entitled “Security Ownership of Certain Beneficial
Owners and Management.” To our knowledge, no director has advised that he intends to oppose the Increase as more particularly
described herein.
OUTSTANDING
VOTING SECURITIES
Our
authorized capital stock consists of 500,000,000 shares of Common Stock, par value $0.001 per share, of which [ ] shares
were outstanding as at June 12, 2020 and 10,000,000 shares of Series A Convertible Preferred Stock, par value $0.001 (the “Record
Date”).
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following information table sets forth certain information regarding the Company’s common stock owned on the Record Date
by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and
officer, and (iii) all officers and directors as a group:
The
following table lists, as at the date hereof, the number of shares of common stock of our Company 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 by our principal shareholders 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 60 days. Under the Securities 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.
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Name
of Beneficial Owner
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Common
Stock
Beneficially Owned(1)
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Percentage
of
Common Stock (1)
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Wayne
Anderson (2)
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5,647,098
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9.29
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%
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TD
Ameritrade (3)
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4,405,632
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7.24
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%
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Aitan
Zacharin (4)(5)
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84,766,650
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58.23
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%
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Mark
Radom (4)(5)
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74,166,650
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54.95
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%
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Elisha
Kalfa (5)
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74,166,650
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54.95
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%
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Yonah
Kalfa (5)
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74,166,650
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54.95
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%
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Fernando
Bisker (5)
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74,166,650
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54.95
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%
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Sigalush
LLC (5)
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74,166,650
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54.95
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%
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David
Tavor (4)
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15,000,000
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19.79
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%
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Officers
and directors as a Group (5)
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470,599,900
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83.91
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%
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(1)
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of common stock subject to options, warrants, convertible debt or
convertible preferred shares currently exercisable or convertible, or exercisable or convertible within 60 days of April 15, 2020
are deemed outstanding for computing percentage of the person holding such option or warrant but are not deemed outstanding for
computing the percentage of any other person. Percentages are based on a total of shares of common stock outstanding on April
15, 2020, which was 60,786,011 and the shares issuable upon exercise of options, warrants exercisable, preferred stock and debt
convertible on or within 60 days of April 15, 2020.
(1)
The number of common shares outstanding used in computing the percentages is 60,786,011.
(2)
The address for Mr. Anderson is 244 2nd Ave N., Suite 9, St. Petersburg, FL 33701.
(3)
The address for TD Ameritrade is 500/510 Maryville Center Dr, St. Louis, MO 63141.
(4)
The shares included under “Officers and Directors as a Group” include those held by Aitan Zacharin, the Company’s
chief executive officer, Mark Radom, the Company’s general counsel and David Tavor, director. Aitan Zacharin holds 1,695,333
shares of Series A Convertible Preferred Stock, Mark Radom holds 1,483,333 shares of Series A Convertible Preferred Stock and
David Tavor holds 300,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is
convertible into 50 shares of common stock.
(5)
These individuals are persons who received shares of Series A Preferred Shares in connection with the reverse merger described
in the Company’s current report on Form 8-K dated August 3, 2018. Each of the persons who received Series A Preferred Shares
agreed not to request or effect any conversions of any shares until the Company has increased its authorized shares from 500,000,000
to the greater of (i) (no less than) 600,000,000 or such number of shares as is necessary to accommodate the conversion of all
Series A Preferred Shares and the then number of shares of common stock outstanding.
DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no right under Florida Corporate Law, the Company’s Articles of Incorporation consistent with above, or
Bylaws to dissent from any of the provisions adopted in the Amendment.
ANTI-TAKEOVER
EFFECTS OF THE PROPOSED INCREASE
Release
No. 34-15230 of the staff of the Securities and Exchange Commission requires disclosure and discussion of the effects of any stockholder
proposal that may be used as an anti-takeover device. Although the Company has no intent or plan to employ the additional unissued
authorized shares as an anti-takeover device, it is possible that management could use the additional shares to resist or frustrate
a third-party transaction providing an above-market premium that is favored by a majority of the independent stockholders. For
example, shares of authorized and unissued common stock could (within the limits imposed by applicable law) be issued in one or
more transactions that would discourage persons from attempting to gain control of the Company, by diluting the voting power of
shares then outstanding. Similarly, the issuance of additional shares to certain persons allied with the Company’s management
could have the effect of making it more difficult to remove the Company’s current management by diluting the stock ownership
or voting rights of persons seeking to cause such removal. Each of these, together with other anti-takeover provisions in our
charter documents and provided by Florida law, could potentially limit the opportunity for the Company’s stockholders to
dispose of their stock at a premium.
The
Company’s articles of incorporation and by-laws do not presently contain any provisions having anti-takeover effects and
this proposal is not a plan by management to adopt a series of amendments to the Company’s articles of incorporation or
by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions or
enter into other arrangements that may have material anti-takeover consequences.
The
Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal
is not being presented with the intent that it be utilized as a type of anti-takeover device or to secure management’s positions
within the Company.
EFFECTIVE
DATE OF INCREASE
Pursuant
to Rule 14c-2 under the Exchange Act, the Preferred Stock Transaction shall not be filed with the Secretary of State of Florida
until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders.
The Company anticipates that the action contemplated hereby will be effected on or about the close of business on July 6, 2020.
CONCLUSION
As
a matter of regulatory compliance, we are sending you this Information Statement, which describes the purpose and effect of the
above action. Your consent to the above action is not required and is not being solicited in connection with this action. This
Information Statement is intended to provide our Stockholders information required by the rules and regulations of the Securities
Exchange Act of 1934.
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, The Greater Cannabis Company, Inc. has duly caused this report to
be signed by the undersigned hereunto authorized.
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THE
GREATER CANNABIS COMPANY, INC.
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By:
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Aitan
Zacharin
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President,
CEO and Director
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Grafico Azioni Greater Cannabis (PK) (USOTC:GCAN)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Greater Cannabis (PK) (USOTC:GCAN)
Storico
Da Dic 2023 a Dic 2024
