We are writing to advise
you that our Board of Directors and the holders of a majority of our outstanding common stock have approved:
With the exception
of Item 1 above, which was approved by our Board of Directors on December 4, 2013, this action was approved on April 14, 2014 by
our Board of Directors. In addition, this action was approved by a majority of our stockholders by written consent in lieu of a
special meeting effective April 14, 2014 in accordance with the relevant sections of the Nevada Revised Statutes.
WE ARE NOT ASKING YOU
FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required
by you. The accompanying Information Statement is furnished only to inform stockholders of the action taken by written
consent described above before they take effect in accordance with Rule 14c-2, promulgated under the Securities Exchange Act of
1934, as amended. The Information Statement is first being mailed to you on or about [____], 2014.
The Information Statement
is for information purposes only and explains the action taken by written consent. Please read the accompanying Information
Statement carefully.
INFORMATION STATEMENT REGARDING ACTION
TO BE TAKEN BY WRITTEN CONSENT OF MAJORITY STOCKHOLDERS IN LIEU OF A SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement
is being sent by first class mail to all record and beneficial owners of the common stock, $0.001 par value, of Adaptive Medias,
Inc., a Nevada corporation, which we refer to herein as “Company,” “we,” “our,” or “us.” The
mailing date of this Information Statement is on or about [____], 2014. The Information Statement has been filed with
the Securities and Exchange Commission (the “SEC”) and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), to notify our stockholders of an action we are taking pursuant
to written consents of a majority of our stockholders in lieu of a meeting of stockholders.
On April 14, 2014,
the record date for determining the identity of stockholders who are entitled to receive this Information Statement, we had 168,261,824
shares of common stock issued and outstanding. The common stock constitutes the sole outstanding class of voting securities. Each
share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders.
NO VOTE OR OTHER
CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A
PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
With the exception
of Item 1 below, which was approved by our Board of Directors on December 4, 2013, on or around April 14, 2014, our Board of Directors
approved:
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1.
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An
amendment to the Amended and Restated Adaptive Medias, Inc. 2010 Stock Incentive Plan,
attached hereto as
Exhibit A;
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2.
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An Agreement and Plan of Merger by and among the Company, OneScreen Merger Sub, Inc., a Nevada
corporation and wholly-owned subsidiary of the Company, OneScreen, Inc., a Delaware corporation, and Media Graph, Inc., a Nevada
corporation and wholly-owned subsidiary of OneScreen; and
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3.
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A reverse split of our issued and outstanding shares of common stock, $0.001 par value, at a ratio
of up to 1-for-30, which ratio shall be determined by our Board of Directors in its sole discretion, and which shall be effectuated,
if at all, during the 2014 calendar year.
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On April 14, 2014 stockholders
who beneficially own in the aggregate 84,596,274 shares, or approximately 50.33% of our issued and outstanding common stock, consented
in writing to the above action in accordance with the Nevada Revised Statutes.
The elimination of
the need for a meeting of stockholders to approve this action is made possible by Section 78.320 of the Nevada Revised Statutes,
which provides that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting
if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power.
In order to eliminate the costs involved in holding a special meeting, our Board of Directors voted to utilize the written consent
of the holders of a majority in interest of our voting securities. In the ordinary course, future issuances of shares, up to the
authorized number of shares provided for in our Articles of Incorporation, will not require the approval of our stockholders under
Nevada law.
The entire
cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries,
and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by
them, and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
FORWARD-LOOKING INFORMATION
This Information Statement
and other reports that we file with the SEC contain certain forward-looking statements relating to future events performance. In
some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe, ” “estimate,”
“predict,” “potential,” “continue,” or similar terms, variations of such terms or the negative
of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors,
including those risks discussed elsewhere herein. Although forward-looking statements, and any assumptions upon which
they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated
in such statements. Except as required by applicable law, including the securities laws of the United States, we do
not intend to update any of the forward-looking statements to conform these statements to actual results.
OUTSTANDING VOTING SECURITIES
AND CONSENTING STOCKHOLDERS
As of the date of the consent by the majority
stockholders on April 14, 2014, we had issued and outstanding 168,076,986 shares of common stock and had not issued any preferred
stock. Each share of common stock is entitled to one vote on matters submitted for stockholder approval.
On April 14, 2014,
the holders of 84,596,274
shares (or approximately 50.33% of the shares of common stock then outstanding) executed and delivered
to the Board of Directors written consents approving the action. Because the action was approved by stockholders holding
a majority of our outstanding shares, no proxies are being solicited with this Information Statement.
The consenting stockholders are set forth
below:
Name
|
|
Number of Shares
|
|
|
Percent
|
|
|
|
|
|
|
|
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Qayed Shareef
|
|
|
18,628,900
|
|
|
|
11.08
|
%
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Benjamin Padnos
|
|
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8,447,314
|
|
|
|
5.03
|
%
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WNA Technologies, Inc.
|
|
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7,066,666
|
|
|
|
4.20
|
%
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Kasian Franks
|
|
|
7,050,000
|
|
|
|
4.19
|
%
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Richard A. Gates
|
|
|
5,413,883
|
|
|
|
3.22
|
%
|
Imperial Asset Group
|
|
|
5,333,333
|
|
|
|
3.17
|
%
|
Elliott-Hall Company Limited Partnership
|
|
|
4,000,000
|
|
|
|
2.38
|
%
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Elliott Management Company 401 (K)
|
|
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3,166,667
|
|
|
|
1.88
|
%
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NUWA Group, LLC
|
|
|
3,000,000
|
|
|
|
1.78
|
%
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John B. Strong
|
|
|
2,936,667
|
|
|
|
1.75
|
%
|
Stephen L. Elliott
|
|
|
2,083,334
|
|
|
|
1.24
|
%
|
Kim Reed Perell
|
|
|
2,790,550
|
|
|
|
1.66
|
%
|
Damian Ancukiewicz
|
|
|
2,491,947
|
|
|
|
1.48
|
%
|
Nicolas Borensztein
|
|
|
2,491,946
|
|
|
|
1.48
|
%
|
Insight Capital Consultants Corporation
|
|
|
2,000,000
|
|
|
|
1.19
|
%
|
Sulaiman Aziz
|
|
|
1,480,000
|
|
|
|
0.88
|
%
|
Bret Krogman
|
|
|
1,116,667
|
|
|
|
0.66
|
%
|
David N. Dodge, Trustee
David and Linda Dodge Family Trust U/A/D 3/12/2004
|
|
|
1,000,000
|
|
|
|
0.59
|
%
|
Hoomaun Ataei
|
|
|
980,000
|
|
|
|
0.58
|
%
|
Omar Akram
|
|
|
980,000
|
|
|
|
0.58
|
%
|
Ignite Capital Partners, Inc.
|
|
|
925,000
|
|
|
|
0.55
|
%
|
StartEngine Fund I LP
|
|
|
800,900
|
|
|
|
0.48
|
%
|
Meghan O'Holleran
|
|
|
312,500
|
|
|
|
0.19
|
%
|
Julia Ferro
|
|
|
100,000
|
|
|
|
0.06
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
84,596,274
|
|
|
|
50.33
|
%
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SECURITIES OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth certain information as of April 14, 2014 with respect to the beneficial ownership of our common stock:
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•
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each stockholder believed to be the beneficial owner
of more than 5% of our common stock;
|
|
•
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each of our directors and executive officers; and
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|
•
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all of our directors and executive officers as a group.
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Beneficial ownership
is determined in accordance with the rules of the SEC. A person is deemed to be the beneficial owner of securities that
can be acquired by such a person within 60 days from [____], 2014 upon exercise of options, warrants, or convertible securities.
Each beneficial owner’s percentage ownership is determined by assuming that options, warrants, and convertible securities
that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have
been exercised.
Unless otherwise indicated,
the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite
the stockholder’s name.
The percentage of class beneficially owned
set forth below is based on 84,596,274 shares of common stock outstanding on April 14, 2014.
Name and Address
|
|
Number of Shares
of Common Stock
Beneficially Owned
|
|
|
Percent
of Class (1)
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qayed Shareef, CEO and Director (2)
|
|
|
18,628,900
|
|
|
|
11.08
|
%
|
Abdul Parmach, Principal Accounting Officer (2)
|
|
|
-
|
|
|
|
-
|
|
Omar Akram, Director (2)
|
|
|
980,000
|
|
|
|
0.58
|
|
|
|
|
|
|
|
|
|
|
All directors and officers as a group (3 persons):
|
|
|
19,608,900
|
|
|
|
11.67
|
%
|
|
|
|
|
|
|
|
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qayed Shareef (2)
|
|
|
18,628,900
|
|
|
|
11.08
|
%
|
Benjamin Padnos (3)
|
|
|
8,447,314
|
|
|
|
5.03
|
%
|
|
(1)
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The percent of class is based on 168,076,986 shares of
our common stock issued and outstanding as of April 14, 2014.
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|
(2)
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The address for these persons is 16795 Von Karman #240,
Irvine, CA 92606.
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|
(3)
|
The address for this person is 221 34
th
Street,
Manhattan Beach, CA 90266.
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DISSENTERS’ RIGHTS
There is no provision
in the Nevada Revised Statutes or in our Articles of Incorporation or By-laws, providing our shareholders with dissenters' rights
of appraisal to demand payment in cash for their shares of common stock in connection with the implementation of any of the actions
described in this Information Statement.
DELIVERY OF DOCUMENTS TO
SECURITY HOLDERS SHARING AN ADDRESS
Only one Information
Statement will be delivered to multiple stockholders sharing an address, unless contrary instructions are received from one or
more of such stockholders. Upon receipt of a written request at the address noted above, the Company will deliver a single copy
of this Information Statement and future stockholders communication documents to any stockholders sharing an address to which multiple
copies are now delivered.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly,
and current reports and other information with the SEC that contain additional information about Novint. You can inspect
and copy these materials at the public reference facilities of the SEC’s office located at 100 F Street, NE, Washington,
D.C. 20549 and on its web site at http://www.sec.gov. You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section. Those persons in the United States may also call 1-202-551-8090 for further information.
Exhibit A
AMENDMENT TO
AMENDED AND RESTATED ADAPTIVE MEDIAS,
INC.
2010 Stock Incentive Plan
AMENDMENT NO. 1
TO THE
MIMVI, INC.
AMENDED AND RESTATED 2010 STOCK INCENTIVE
PLAN
This Amendment No.
1 to the Mimvi, Inc. Amended and Restated 2010 Stock Incentive Plan (the “Plan”) has been approved by the sole director
of Adaptive Medias, Inc. (the “Company”) and shall be effective upon approval by the shareholders of the Company.
The Plan is hereby
amended as follows:
|
1.
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The corporate name of the Company is amended to “Adaptive Medias, Inc.”; and
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|
2.
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The first sentence of Section 3(a) is amended and restated to read as follows: Subject to the provisions
of
Section 10
of the Plan, the maximum aggregate number of Shares which may be issued pursuant to Awards granted
under the Plan is Thirty Million (30,000,000) Shares (the “
Fungible Pool Limit
”).
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IN WITNESS OF THE FOREGOING,
the undersigned Chief Executive Officer of Adaptive Medias, Inc. (the “Company”), certified that the foregoing amendment
to the Amended and Restated 2010 Stock Incentive Plan was duly adopted by the Company’s sole director on December 4, 2013.
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/s/ Qayed Shareef
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Qayed Shareef
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Chief Executive Officer
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