UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Proxy
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Filed
by the Registrant x Filed by a Party other than the Registrant ¨
Check
the appropriate box:
x
Preliminary Information Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d) (2)
¨
Definitive Information Statement
Max
Sound Corporation
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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 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:
Max
Sound Corporation
8861
Villa La Jolla Drive, Unit 12109, La Jolla, California, 92039
NOTICE
OF ACTION TAKEN BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDER IN LIEU OF A MEETING OF STOCKHOLDERS
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
To
the stockholders entitled to vote beneficially owning five (5%) or more of Common Stock as of Record Date of Max Sound Corporation:
The
enclosed information statement (“Information Statement”) is being furnished by Max Sound Corporation, a
Delaware corporation (the“Company”), to the holders of record of our common stock, par value $0.00001 per
share (“Common Stock”), at the close of business on January 16, 2018, respectively (the “Record
Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The purpose of the enclosed Information Statement is to inform our stockholders entitled to vote as of the
Record Date of the approval by unanimous written consent of requisite holder of a majority our Common Stock of the filing of
certificate of amendment described herein (the“Certificate of Amendment”) to our Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of Common Stock (the “Action”). Specifically, on
January 16, 2018, the Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of
Directors filed with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of Common
Stock by 4,750,000,000 shares of Common Stock from 4,250,000,000 shares of common stock to 10,000,000,000 shares of
Common Stock.
The
Certificate of Amendment was approved by the Board of Directors (the “Board”) of the Company on January 16,
2018 and the Company with the Unanimous Written Consent of the Majority Shareholder and Unanimous Written Consent of the
Board filed with the State of Delaware on January 16, 2018 an Amended Certificate of Incorporation increasing the authorized
shares of Common Stock by 4,750,000,000 shares of Common Stock from 4,250,000,000 shares of common stock to 10,000,000,000
shares of Common Stock. The Company had received unanimous written consent in lieu of a meeting of stockholders from the
Majority Shareholder to approve the Certificate of Amendment as of the Record Date (together, the
“Majority Stockholder”).
Accordingly,
as of January 16, 2018, the Company had received the unanimous written consent from the Majority Stockholder to approve the
Action. Your consent is not required and is not being solicited in connection with the approval of the Certificate of
Amendment. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on January 16, 2018,
respectively. The Certificate of Amendment will not become effective, until the date that is at least 20 days
after the enclosed Information Statement is mailed to our stockholders of record entitled to vote beneficially owning five
(5%) or more of the Company’s Common Stock, and preferred stockholder. We have attached as
Exhibit A
hereto a
form of the Certificate of Amendment filed with the Delaware.
The
Action taken by written consent was taken pursuant to Section 228 of the Delaware General Corporation Law (the“DGCL”)
and Section 2.06 of our Amended and Restated Bylaws (the “Bylaws”), which provide that any action that may betaken
at a meeting of the stockholders may be taken by the written consent of the holders of the number of shares of voting stock required
to approve the Action at a meeting. On such basis, to eliminate the need to hold a special meeting of our Common Stock holders
of Record Date and Preferred stockholder, the Action was approved by the Majority Stockholder of the Company by unanimous written
consent in accordance with the DGCL and the Bylaws. This Information Statement is being furnished to our stockholders as of the
Record Date in accordance with Section 14(c) of the Exchange Act, and the rules promulgated by the Securities and Exchange Commission
thereunder, solely for the purpose of informing our stockholders of the Action taken by the unanimous written consent before they
become effective.
The
purpose and effect of the Certificate of Amendment is to increase the number of authorized shares of Common Stock.
THE
ACCOMPANYING INFORMATION STATEMENT IS BEING MAILED ON OR ABOUT JANUARY 19, 2018 TO STOCKHOLDERS OF RECORD ENTITLED TO VOTE ON
THE RECORD DATE. THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER
ANY MATTER WHICH IS DESCRIBED HEREIN.
Sincerely,
John
Blaisure
Chief
Executive Officer
Max
Sound Corporation
8861
Villa La Jolla Drive, Unit 12109, La Jolla, California, 92039
INFORMATION
STATEMENT
GENERAL
INFORMATION
Max
Sound Corporation, a Delaware corporation, with its principal executive offices located at 8861 Villa La Jolla Drive, Unit 12109,
La Jolla, California, 92039 is sending you this Information Statement to notify you of the Action that the requisite holders entitled
to vote beneficially owning five (5%) or more of our Common Stock have taken by written consent this Action in lieu of a meeting
of stockholders. References in this Information Statement to the “Company,” “we,” “our,” “us”
and “Tribune” are to Max Sound Corporation.
The
Record Date for determining stockholders of record entitled to receive this Information Statement was the close of business on
January 16, 2018, respectively(the “Record Date”). Copies of this Information Statement are being mailed on or about
January 19, 2018 to the Stockholders of record on the Record Date of the outstanding shares of our Common Stock, par value $0.00001
per share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Effective
Date of Action by Written Consent
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the earliest date that the Action being taken pursuant to the written consent
can become effective is 20 days after the first mailing or other delivery of this Information Statement to our stockholders beneficially
owning (five) 5% of our Common Stock as of the Record Date entitled to vote.
Dissenters’
Rights of Appraisal
No
dissenter’s rights are afforded to our stockholders under Delaware law as a result of the adoption of the Action.
ACTION:
APPROVAL OF THE CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECTUATE AN INCREASE IN
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On
January 16, 2018, our Board approved the adoption of the Certificate of Amendment to our Amended and Restated Certificate of Incorporation,
which authorizes an increase in the number of authorized shares of Common Stock from 4,250,000,000 shares of Common Stock to 10,000,000,000
shares of common stock, and the Company with the written unanimous consent of the Majority Shareholder and Unanimous Written Consent
of the Board of Directors filed with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares
of Common Stock by 4,750,000,000 shares of Common Stock. No further action of our stockholders is required to approve the adoption
of the Certificate of Amendment. You are hereby being provided with notice of the approval of such amendment by less than unanimous
written consent of our stockholders. The filed Certificate of Amendment is attached as
Exhibit A
hereto.
Promptly
after the 20th day after the date this Information Statement has been sent to stockholders owning (five) 5% of our Common Stock as of the Record Date entitled to vote, we intend to take all other
required actions to complete the adoption of the Certificate of Amendment consistent with the foregoing.
We
are currently authorized by our Amended and Restated Certificate of Incorporation to issue 10,000,000,000 shares of Common Stock,
as of the Record Date.
The
additional shares of Common Stock authorized under the Certificate of Amendment have rights identical to the currently outstanding
Common Stock of the Company. Except as otherwise required by law or expressly provided in our Amended and Restated Certificate
of Incorporation, a holder of Common Stock shall not be entitled to vote on any matter submitted to a vote of our stockholders
except that (i) a holder of Common Stock shall be entitled to one vote per share and shall be entitled to vote as a separate class
on any amendment, alteration, change or repeal of any provision of our Certificate of Incorporation that adversely affects the
powers, preferences or special rights of the Common Stock in a manner different from the powers, preferences or special rights
of the Common Stock and (ii) a holder of Common Stock shall be entitled to one vote per share, voting together with the holders
of Common Stock as a single class, on certain non-ordinary course transactions to the extent that such transaction is submitted
to a vote of the holders of Common Stock. The holders of our Common Stock are entitled to receive dividends when, as, and if declared
by our Board out of funds legally available therefore.
Considerations
Relating to the Increase in Common Stock Authorized Shares
The
purpose and effect of the latest Certificate of Amendment is to increase the number of authorized shares of Common Stock. The
Board believes that it is in the best interests of the Company for the number of authorized shares of the Company’s Common
Stock so as to accommodate any conversion of shares of Common Stock at any time and from time to time, to issue the Company Common
Stock in exchange for the Company’s senior debt and for Company expansion purposes including capital equity and debt funding.
Specifically, increasing the number of authorized shares of Common Stock provides the Company with the appropriate flexibility
to pursue finance and corporate opportunities involving our Common Stock, which may include private or public offerings of our
equity securities, or to issue stock dividends. There are no specific agreements in principle related directly to the increase
of authorized shares.
The
disadvantages include dilution to existing Shareholders, including a decrease in our net income per share in future periods. This
could cause the market price of our Common Stock to decline.
The
shares of Common Stock will be available for issuance by the Board for proper corporate purposes as described herein from time
to time. The issuance of additional shares of common stock in the future would have the effect of diluting earnings per share,
voting power and common shareholdings of stockholders and could cause a reduction in the market price of our common stock.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table, together with the accompanying footnotes, sets forth information regarding the beneficial ownership of the
Common Stock of the Company as of January 16, 2018, for (i) each person known by the Company to own beneficially more than 5% of
the Company’s Common Stock, (ii) each of the Company’s executive officers, (iii) each of the Company’s
directors and (iv) all directors and executive officers as a group. Applicable percentage ownership in the following table is
based on 1,423,359,797 shares of our Common Stock, 10,000,000 shares of our Preferred Stock, authorized, and
10,000,000 of our Preferred Stock issued as of the Record Date.
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment
power with respect to the securities. Subject to applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. In addition, shares
of Common Stock issuable upon exercise of options, warrants and other convertible securities beneficially owned that are exercisable
within sixty days, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those securities,
and the group as a whole, but are not deemed outstanding for computing the percentage ownership of any other person.
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Beneficial Owners of More than 5%:
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Name
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Address
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Shares Beneficially Common Stock Owned
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Voting Percentage of Common Class
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Shares Beneficially Series A Preferred Stock Owned
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Voting Percentage of Preferred Class
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Total Voting Power
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Directors and Named Executive Officers
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Greg Halpern
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8861 Villa La Jolla Drive, Unit 12109, La Jolla, California, 92039
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2,510,933
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00.17
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%
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10,000,000
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66.80
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%
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66.97
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%
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John Blaisure
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8861 Villa La Jolla Drive, Unit 12109, La Jolla, California, 92039
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28,300,960
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*
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*
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As
of the record date, Greg Halpern has voting rights and powers equal to a majority of all Stock
in connection to all votes entitled to be cast of Max Sound Corporation.
*
Represents less than one percent
INTEREST
OF PERSONS IN MATTERS TO BE ACTED UPON
No
officer, director or principal stockholder has a substantial or material interest in the favorable outcome of the Action,other
than as discussed herein.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
We
will only deliver one Information Statement to multiple security holders sharing an address unless we have received contrary instructions
from one or more of the security holders. Upon written or oral request, we will promptly deliver a separate copy of this Information
Statement and any future annual reports and information statements to any security holder at a shared address to which a single
copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual
reports and information statements to any security holder or holders sharing an address to which multiple copies are now delivered.
COSTS
OF THE INFORMATION STATEMENT
We
are mailing this Information Statement and will bear the costs associated therewith. We are not making any solicitation.
AVAILABLE
INFORMATION
We
are required to file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available
to the public on the SEC’s website at www.sec.gov. Those filings are also available to the public on our corporate website
at www.maxd.audio. The information we file with the SEC or contained on, or linked to through,our corporate website or any other
website that we may maintain is not part of this Information Statement. You may also read and copy, at the SEC’s prescribed
rates, any document we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C.
20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.
Grafico Azioni Max Sound (CE) (USOTC:MAXD)
Storico
Da Mar 2025 a Apr 2025
Grafico Azioni Max Sound (CE) (USOTC:MAXD)
Storico
Da Apr 2024 a Apr 2025
