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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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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Definitive
Information Statement |
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Ozop
Energy Solutions, Inc. |
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(Name
of Registrant as Specified in Charter) |
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Payment
of Filing Fee (Check the appropriate box):
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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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Title
of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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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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Proposed
maximum aggregate value of transaction: |
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Total
fee paid: |
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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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Amount
Previously Paid: |
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Form,
Schedule or Registration Statement No: |
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Filing
Party: |
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Date
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Ozop
Energy Solutions, Inc.
55
Ronald Reagan Blvd.
Warwick,
NY 10990
(877)
785-6967
June
____, 2024
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Shareholder:
This
notice and the accompanying Information Statement are being distributed to the holders of record (the “Shareholders”)
of the voting capital stock of Ozop Energy Solutions, Inc., a Nevada corporation (the “Company”), as of the close
of business on June ____, 2024 (the “Record Date”), in accordance with Rule 14c-2 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and the notice requirements of the Nevada Revised Statutes (“NRS”).
The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our Board
of Directors (the “Board”) on June 4, 2024, and taken by written consent in lieu of a meeting by the holders of a
majority of the voting power of our outstanding capital stock as of June 4, 2024 (the “Written Consent”).
The
Written Consent approved the following actions:
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● |
Increase
the number of authorized shares of capital stock of the Company from seven billion (7,000,000,000) shares to nine billion (9,000,000,000)
shares, which shall be comprised of eight billion nine hundred ninety million (8,990,000,000) shares of common stock and ten million
(10,000,000) shares of preferred stock of the Company (the “Authorized Increase”). |
The
Written Consent is the only shareholder approval required to effect the Authorized Increase under the NRS, our Articles of Incorporation,
as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your consent
or proxy in connection with the Authorized Increase. The Authorized Increase, as approved by the Written Consent, will not become effective
until 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the Shareholders. We expect
to mail the accompanying Information Statement to the Shareholders on or about June ____, 2024.
Important
Notice Regarding the Availability of Information Statement Materials in Connection with this Schedule 14C: We will furnish a copy
of this Notice and Information Statement, without charge, to any shareholder upon written request to the address set forth above, Attention:
Corporate Secretary.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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Sincerely, |
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/s/
Brian Conway, CEO and Director |
Ozop
Energy Solutions, Inc.
55
Ronald Reagan Blvd.
Warwick,
NY 10990
(877)
785-6967
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
This
Information Statement advises the shareholders of Ozop Energy Solutions, Inc. (the “Company,” “we,”
“our” or “us”) of the approval of the following corporate action:
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● |
Increase
the number of authorized shares of capital stock of the Company from seven billion (7,000,000,000) shares to nine billion (9,000,000,000)
shares, which shall be comprised of eight billion nine hundred ninety million (8,990,000,000) shares of common stock and ten million
(10,000,000) shares of preferred stock of the Company (the “Authorized Increase”). |
On
June 4, 2024, our Board of Directors (the “Board”) approved the Authorized Increase and submitted the same to certain
holders of our Series C Preferred Stock. On the same date, the holder of a majority of the voting power of the outstanding capital stock
of the Company (the “Majority Stockholder”) executed and delivered to us a written consent in lieu of a meeting (the
“Written Consent”) approving the Authorized Increase.
Section
78.320 of the NRS provides that the written consent of the holders of outstanding shares of voting capital stock having not less than
the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific
purpose of such action. Section 78.320 of the NRS, however, requires that in the event an action is approved by written consent, a company
must provide notice of the taking of any corporate action without a meeting to all shareholders who were entitled to vote upon the action
but who have not consented to the action. Under Nevada law, shareholders are not entitled to dissenters’ rights with respect to
the Authorized Increase (the “Stockholders”).
In
accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about June ____, 2024.
This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholder,
who holds a majority of the voting capital stock of the Company.
Authorized
Common Stock Increase
As
of May 30, 2024, there were issued and outstanding 6,391,494,030 shares of common stock of the Company (the “Common Stock”)
(with the holder of each share having one vote) and 2,500 shares of Series C Preferred Stock (which as a class has the right to vote
on all shareholder matters equal to sixty seven percent (67%) of the total votes). Pursuant to Section 78.320 of the NRS, at least a
majority of the voting equity of the Company is required to approve the Authorized Increase by written consent. The Majority Stockholder,
who holds all 2,500 shares of Series C Preferred Stock (approximately 67% of the total voting equity of the Company), has voted in favor
of the Authorized Increase, thereby satisfying the requirement under Section 78.320 of the NRS that at least a majority of the voting
equity vote in favor of a corporate action by written consent.
The
following table sets forth the name of the Majority Stockholder, the total number of shares that the Majority Stockholder voted in favor
of the Authorized Increase, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
| Name of Majority Stockholder | |
Number of Common Shares Held | | |
Number of Series C Preferred Shares Held | | |
Percentage of the Voting Equity that Voted in Favor of the Action | |
| Brian Conway | |
| 0 | | |
| 2,500 | | |
| 67 | % |
| Total | |
| 0 | | |
| 2,500 | | |
| 67 | % (1) |
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(1) |
Based
on 6,391,494,030 shares of Common Stock and 2,500 shares of voting Series C Preferred Stock issued and outstanding as of May 30,
2024. |
ACTIONS
TO BE TAKEN
The
Actions will become effective on the date that we file a Certificate of Amendment to the Company’s Articles of Incorporation, as
amended, (the “Amendment”), with the State of Nevada. We intend to file the Amendment with the State of Nevada promptly
after the twentieth (20th) day following the date on which this Information Statement is mailed to the Shareholders.
INCREASE
AUTHORIZED SHARES OF COMMON STOCK
The
number of authorized shares of capital stock of the Company will be increased to from seven billion (7,000,000,000) shares to nine billion
(9,000,000,000) shares, which shall be comprised of eight billion nine hundred ninety million (8,990,000,000) shares of common stock
and ten million (10,000,000) shares of preferred stock of the Company. The Board of Directors believes the Authorized Increase is necessary
and advisable in order to maintain our financing and capital raising ability.
The
purpose of the Authorized Increase is to increase the number of shares of our Common Stock available for issuance to investors who agree
to provide the Company with the funding it requires to continue its operations, and/or to persons in connection with potential acquisition
transactions, warrant or option exercises and other transactions under which our Board of Directors may determine is in the best interest
of the Company and our Shareholders to issue shares of Common Stock.
The
increase in authorized Common Stock will not have any immediate effect on the rights of existing Shareholders but may have a dilutive
effect our existing Shareholders if additional shares are issued.
We
are not increasing our authorized Common Stock to construct or enable any anti-takeover defense or mechanism on behalf of the Company.
While it is possible that management could use the additional shares of Common Stock to resist or frustrate a third-party transaction
providing an above-market premium that is favored by a majority of the independent Shareholders, we have no intent or plan to employ
the additional unissued authorized shares as an anti-takeover device.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May 30, 2024
by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially
own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting
and investment power with respect to the shares they own. As of May 30, 2024, we had 6,391,494,030 shares of common stock issued and
outstanding.
The
number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity
has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty
(60) days of May 30, 2024 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless
otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that
person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of each
of the stockholders listed below is: c/o Ozop Energy Solutions, Inc.
| Title of Class | |
Name and Address | |
Number of Shares Beneficially Owned (1) | | |
Percent of Class (2) | |
| Common Stock | |
Brian Conway (3) 55 Ronald Reagan Blvd. Warwick, NY 10990 | |
| 0 | | |
| 0 | % |
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All Officers and Directors as a group | |
| 0 | | |
| 0 | % |
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(1) |
The
number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days
through the exercise of any stock option or other right. 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, subject to community property laws where applicable and
the information contained in the footnotes to this table. |
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(2) |
Based
on 6,391,494,030 shares of common stock issued and outstanding as of May 30, 2024. |
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(3) |
Brian
Conway is the Company’s President CEO, CFO, Secretary, Treasurer, and Director. |
REGULATORY
REQUIREMENTS
To
our knowledge, the only required regulatory or governmental approval or filings necessary in connection with the Authorized Increase
would be the filing of the Amendment to the Articles of Incorporation, with the Secretary of State of the State of Nevada.
EFFECTS
ON INDIVIDUAL SHAREHOLDERS
If
we implement the Authorized Increase, we do not anticipate any immediate effect on individual shareholders but may have a dilutive effect
our existing Shareholders if additional shares are issued.
RIGHTS
OF SHAREHOLDERS
If
we implement the Authorized Increase, the rights pertaining to the outstanding shares of our Common Stock would be unchanged after the
Authorized Increase. Each share of our Common Stock issued following the Authorized Increase would be fully paid and non-assessable.
Registration
under the Securities Exchange Act of 1934
Our
Common Stock is currently registered under the Exchange Act. As a result, we are subject to the periodic reporting and other requirements
of the Exchange Act. The Authorized Increase would not affect the registration of our Common Stock under the Exchange Act.
Interest
of Certain Persons In Matters to be Acted Upon
No
director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other
person has any substantial interest, direct or indirect, by security holdings or otherwise, resulting from the matters described herein,
which is not shared by all other stockholders pro-rata, and in accordance with their respective interests. Our majority shareholder is
also our chief executive officer and director and has the ability to determine all matters submitted to the vote of our shareholders
including the election of directors.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports,
information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities
and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material
can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information
statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis
and Retrieval System.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1) |
Annual
Report on Form 10-K for the fiscal year ended December 31, 2023; |
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(2) |
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2024. |
You
may request a copy of these filings, at no cost, by writing Ozop Energy Solutions, Inc., 55 Ronald Reagan Blvd., Warwick, NY 10990, or
telephoning the Company at (877) 785-6967. Any statement contained in a document that is incorporated by reference will be modified or
superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is
subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified
or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate
copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and
(iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 55 Ronald Reagan
Blvd., Warwick, NY 10990, or telephoning the Company at (877) 785-6967.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at,
its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information
Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared
address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
This
Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the
Authorized Increase pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By
Order of the Board of Directors
Dated:
June 6, 2024
Ozop Energy Solutions (PK) (USOTC:OZSC)
過去 株価チャート
から 10 2024 まで 11 2024
Ozop Energy Solutions (PK) (USOTC:OZSC)
過去 株価チャート
から 11 2023 まで 11 2024
