UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
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 14a-5(d)(2))
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Definitive
Information Statement
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BANTEK,
INC.
(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):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) 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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(2)
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Aggregate number of securities to which transaction applies:
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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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(4)
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Proposed maximum aggregate value of transaction:
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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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BANTEK,
INC.
330
Changebridge Road
Pine
Brook, NJ 07058
(203)
220-2296
Notice of Action by Written Consent of Shareholders to be Effective August __, 2019
Dear
Stockholder:
Bantek,
Inc., a Delaware corporation. (the “Company”), hereby notifies our stockholders of record on August __, 2019 that the
majority stockholder holding the majority of the voting power through ownership of 250 shares of our Series A preferred stock
has approved, by written consent in lieu of a special meeting on July 15, 2019 the following proposals:
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Proposal
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1
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To amend our Certificate of Incorporation to effect a reverse stock split of the common stock, $.0001 par value, of the Company by a ratio of one-for-one thousand (1:1,000)
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Proposal
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To change the name of the Company to Bantec, Inc.
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This
Information Statement is first being mailed to our stockholders of record as of the close of business on August __, 2019. The
action contemplated herein will not be effective until August __, 2019, a date which is at least 20 days after the date on which
this Information Statement is first mailed to our stockholders of record. You are urged to read the Information Statement in its
entirety for a description of the action taken by the majority stockholders of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The
corporate action is taken by consent of the holder of a majority of the voting shares outstanding, and pursuant to Delaware law
and the Company’s bylaws that permit holders of a majority of the voting power to take a stockholder action by written consent.
Proxies are not being solicited because the majority stockholder holding the majority of the voting power of the issued and outstanding
voting capital stock of the Company through ownership of 250 shares of our Series A preferred stock holds more than enough shares
to effect the proposed action and has voted in favor of the proposals contained herein.
Exhibit
A
Amendment to the Company’s Certificate of Incorporation
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/s/ Michael Bannon
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President and CEO’
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August __, 2019
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BANTEK,
INC.
330
Changebridge Road
Pine
Brook, NJ 07058
INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
General
Information
This
Information Statement is being furnished to the stockholders of Bantek, Inc., a Delaware corporation (the “Company”),
in connection with the adoption of an Amendment to our Certificate of Incorporation by written consent of our Board of Directors
and the holders of a majority of our issued and outstanding voting securities in lieu of a special meeting. On July 15, 2019 our
Board of Directors approved and, on July 15, 2019 the holders of a majority of our voting capital stock approved an amendment
to our Certificate of Incorporation (i) to effect a 1:1,000 reverse split of our issued and outstanding shares of common stock,
par value $.0001 per share (“Common Stock”), from 2,967,528,630 to 2,967,528 and (ii) to change our name to Bantec,
Inc. (the “Amendment”). We will, when permissible following the expiration of the 20 day period mandated by Rule 14C
of the Exchange Act and the provisions of the Delaware General Corporation Law, file the Amendment with the Delaware Secretary
of State. The Amendment will become effective upon such filing and we anticipate that such filing will occur approximately 20
days after this Information Statement is first mailed to our stockholders.
Voting
Securities
As
of the date of this Information Statement, our voting securities consist of our Common Stock, of which 2,967,528,630 shares are
outstanding, and 250 shares of Series A preferred stock, par value $0.0001 (“Preferred Stock”, and collectively with
the Common Stock, the “Voting Stock”) that vote on an as-converted basis. Approval of the Amendment requires the affirmative
consent of a majority of the shares of our Voting Stock issued and outstanding at August __, 2019 (the “Record Date”).
The quorum necessary to conduct business of the stockholders consists of a majority of the Voting Stock issued and outstanding
as of the Record Date.
Our
majority stockholder who beneficially owns (i) both Common Stock and 250 shares of Preferred Stock is the “Consenting Stockholder.”
The holder of Series A Preferred Stock is entitled to cast that the number of votes equal to the quotient of the sum of all outstanding
shares of Common Stock divided by .99. The Series A Preferred Stock has no other rights or preferences. All 250 shares of Series
A Preferred Stock are held by Michael Bannon, our current Chairman, President and CEO. The Consenting Stockholder has the power
to vote the majority of our Common Stock, which number exceeds the majority of the issued and outstanding shares of our Common
Stock on the date of this Information Statement. The Consenting Stockholder has consented to the proposed action set forth herein
and had and have the power to pass the proposed corporate action without the concurrence of any of our other stockholders.
The
approval of this action by written consent is made possible by Section 228 of the Delaware General Corporation Law, which provides
that the written consent of the holders of outstanding shares of voting stock, having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a meeting. In order to eliminate the costs involved in holding a special meeting, our Board
of Directors elected to utilize the written consent of the holders of more than a majority of our voting securities.
This
Information Statement will be mailed on or about August __, 2019 to stockholders of record as of the Record Date and is being
delivered to inform you of the corporate action described herein before such action takes effect in accordance with Rule 14c-2
of the Securities Exchange Act of 1934.
The
entire cost of furnishing this Information Statement will be borne by the Company. 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.
Dissenters’
Right of Appraisal
The
Delaware General Corporation Law does not provide for dissenter’s rights of appraisal in connection with the proposed actions
nor have we provided for appraisal rights in our Certificate of Incorporation or Bylaws.
PROPOSAL
1 - AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE SPLIT OF SHARES OF OUR COMMON STOCK
Our
Board of Directors unanimously approved and adopted, subject to stockholder approval, a reverse stock split of the Company’s
Common Stock. Pursuant to the proposed Reverse Split, 1,000 outstanding shares of Common Stock will be combined and become one
share of Common Stock (the “Reverse Split”). Attached as
Exhibit A
and incorporated herein by reference is
the text of the Certificate of Amendment to Certificate of Incorporation (the “Amended Certificate”) as approved by
the Majority Stockholder to effect the reverse split.
As
of August __, 2019, the Company had 2,967,528,630 shares of Common Stock issued and outstanding. Based on the number of shares
currently issued and outstanding, immediately following the Reverse Split the Company will have approximately 2,967,528 shares
of Common Stock issued and outstanding (without giving effect to rounding for fractional shares).
The
par value of the Common Stock will not be changed nor will the number of authorized shares be reduced in connection with the Reverse
Split. The Board determined that the availability of additional shares was necessary to consummate future financing transactions
or business combinations. The availability of additional shares will also permit the Board to issue shares, or instruments convertible
into or exercisable for such shares, for general corporate purposes.
When
implemented, the Reverse Split will be realized simultaneously and in the same ratio for all shares of the Common Stock. All holders
of Common Stock will be affected uniformly by the Reverse Split, which will have no effect on the proportionate holdings of any
of our stockholders, except for possible changes due to the treatment of fractional shares resulting from the Reverse Split. In
lieu of issuing fractional shares, the Company will round up in the event a stockholder would be entitled to receive less than
one share of Common Stock as a result of the Reverse Split. In addition, the split will not affect any holder of Common Stock’s
proportionate voting power (subject to the treatment of fractional shares), and all shares of Common Stock will remain fully paid
and non-assessable. The number of authorized and issued shares of the Company’s various series of preferred stock will not
be affected in any way by the Reverse Split.
When
implemented by the Board, the Reverse Split will be effective upon the filing of an Amendment (the “Amendment”) to
the Certificate of Incorporation with the Secretary of State of the State of Delaware. The Board of Directors will determine the
actual time of filing of the Amendment.
The
following chart reflects the changes in our capital structure following the reverse split, the top row reflecting the pre-split
capital structure and the bottom row reflecting the post-split capital structure:
Authorized Shares of
Common Stock
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Issued and Outstanding Shares
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Reserved but Unissued
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Available for Issuance
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6,000,000,000
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2,967,528,630
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2,220,535,714
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811,935,656
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6,000,000,000
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2,967,528
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2,220,535
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811,935
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Reasons
for the Reverse Split
In
determining to authorize the Reverse Split, and in light of the foregoing, our Board of Directors considered, among other things,
that in the event that the Company engages in acquisitions or is spun out eventually fewer shares should result in a higher per
share price of our Common Stock, which might heighten the interest of the financial community in the Company, potentially broaden
the pool of investors that may consider investing in the Company and facilitate trading by our stockholders of our shares of Common
Stock. In theory, the Reverse Split should cause the trading price of a share of our Common Stock after the Reverse Split to be
one thousand times what it would have been if the Reverse Split had not taken place. However, this will not necessarily be the
case.
In
addition, our Board of Directors considered that as a matter of policy, many institutional investors are prohibited from purchasing
stocks below certain minimum price levels. For the same reason, brokers may be reluctant to recommend lower-priced stocks to their
clients or may discourage their clients from purchasing such stocks. Other investors may be dissuaded from purchasing lower-priced
stocks because the commissions, as a percentage of the total transaction, tend to be higher for such stocks. Our Board of Directors
believes that, to the extent that the price per share of our Common Stock remains at a higher per share price as a result of the
Reverse Split, some of these concerns may be ameliorated. The combination of lower transaction costs and increased interest from
investors could also have the effect of increasing the liquidity of the Common Stock.
In
evaluating whether or not to authorize the Reverse Split, in addition to the considerations described above, our Board of Directors
also took into account various negative factors associated with reverse stock splits. These factors include:
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the
negative perception of reverse stock splits held by some investors, analysts and other stock market participants;
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the
fact that the stock price of some companies that have implemented reverse stock splits has subsequently declined back to pre-reverse
stock split levels; and
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the
adverse effect on liquidity that might be caused by a reduced number of shares outstanding, and the potential concomitant
downward pressure decreased liquidity could have on the trading price.
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Also,
other factors such as our financial results, market conditions and the market perception of our business may adversely affect
the market price of our Common Stock. As a result, there can be no assurance that the price of our Common Stock would be maintained
at the per share price in effect immediately following the effective time of the Reverse Split. There also can be no assurance
that the total market capitalization of the Company following the Reverse Split will be higher than the market capitalization
preceding the split or that an increase in our trading price, if any, would be sufficient to generate investor interest.
Stockholders
should recognize that if the Reverse Split is effected, they will own a fewer number of shares than they currently own (a number
equal to the number of shares owned immediately prior to the Reverse Split divided by one thousand). While we expect that the
Reverse Split will result in an increase in the per share price of our Common Stock, the Reverse Split may not increase the per
share price of our Common Stock in proportion to the reduction in the number of shares of our Common Stock outstanding. It also
may not result in a permanent increase in the per share price, which depends on many factors, including our performance, prospects
and other factors that may be unrelated to the number of shares outstanding. The history of similar reverse splits for companies
in similar circumstances is varied.
If
the Reverse Split is effected and the per share price of our Common Stock declines, the percentage decline as an absolute number
and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split.
Furthermore, the liquidity of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding
after the Reverse Split.
In
addition, the Reverse Split will likely increase the number of stockholders who own “odd lots” (stock holdings in
amounts of less than 100 shares, in this case often one share). Stockholders who hold odd lots typically will experience an increase
in the cost of selling their shares, as well as possible greater difficulty in effecting such sales. Any reduction in brokerage
commissions resulting from the Reverse Split may be offset, in whole or in part, by increased brokerage commissions required to
be paid by stockholders selling odd lots created by the split.
Finally,
following the Reverse Split the number of authorized but unissued shares of our Common Stock relative to the number of issued
shares of our Common Stock will be increased. This increased number of authorized but unissued shares of our Common Stock could
be issued by the Board without further stockholder approval, which could result in dilution to the holders of our Common Stock.
The increased proportion of unissued authorized shares to issued shares could also, under certain circumstances, have an anti-takeover
effect. For example, the issuance of a large block of Common Stock could dilute the ownership of a person seeking to effect a
change in the composition of our Board of Directors or contemplating a tender offer or other transaction. The Reverse Split is
not being proposed in response to any effort of which the Company is aware to accumulate shares of Common Stock or obtain control
of the Company.
Exchange
Act Matters
Our
Common Stock is currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
we are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Split, if implemented, will not
affect the registration of our Common Stock under the Exchange Act or our reporting or other requirements thereunder. Our Common
Stock is currently traded and following the Reverse Split will continue to be traded, on the OTC:Pink market under the symbol
“BANT”, subject to our continued satisfaction of the OTC:Pink market listing requirements. Note, however, that the
CUSIP
number
for our Common Stock will change in connection with the Reverse Split and will be reflected on new certificates
issued by the Company and in electronic entry systems.
Number
of Shares of Common Stock and Number of Stockholders
The
Reverse Split would have the following effects on the number of shares of Common Stock:
1.
Each 1,000 shares of our Common Stock owned by a stockholder immediately prior to the Reverse Split would become one share of
Common Stock after the Reverse Split;
2.
All outstanding but unexercised options and warrants entitling the holders thereof to purchase shares of our Common Stock will
enable such holders to purchase, upon exercise of their options or warrants, one-one thousandth of the number of shares of our
Common Stock that such holders would have been able to purchase upon exercise of their options or warrants immediately preceding
the Reverse Split, at an exercise price equal to ten times the exercise price specified before the Reverse Split, resulting in
approximately the same aggregate exercise price being required to be paid upon exercise thereof immediately preceding the Reverse
Split; and
3.
The number of shares of our Common Stock reserved for issuance (including the maximum number of shares that may be subject to
options) under our stock option plan will be reduced to one-one thousandth of the number of shares currently included in such
plan.
Rounding
in Lieu of Issuing Fractional Shares
The
Company will not issue fractional shares in connection with the Reverse Split. Instead, the Company will round up to the nearest
whole share any stockholder’s share ownership to the extent such stockholder would be entitled to receive less than one
share of Common Stock or greater as a result of the Reverse Split.
Accounting
Matters
The
Reverse Split will not affect total stockholders’ equity on our balance sheet. However, because the par value of our Common
Stock will remain unchanged, the components that make up total stockholders’ equity will change by offsetting amounts. As
a result of the Reverse Split, the stated capital component attributable to our Common Stock will be reduced to an amount equal
to one-one-thousandth of its present amount, and the additional paid-in capital component will be increased by the amount by which
the stated capital is reduced. The per share net loss and net book value per share of our Common Stock will be increased as a
result of the Reverse Split because there will be fewer shares of our Common Stock outstanding.
Procedure
for Effecting the Reverse Split and Filing the Certificate of Amendment
Generally
The
Reverse Split and related amendment to the Certificate of Incorporation, our Board of Directors will file the Certificate of Amendment
effecting the Reverse Split with the Secretary of State of the State of Delaware. The Reverse Split will become effective as of
5:00 p.m. eastern standard time on the date of filing, which time on such date will be referred to as the “effective time.”
At the effective time, each thousand shares of Common Stock issued and outstanding immediately prior to the effective time will,
automatically and without any further action on the part of our stockholders, be combined into and become one share of Common
Stock, subject to the treatment for fractional shares described above, and each certificate which, immediately prior to the effective
time represented pre-Reverse Split shares, will be deemed cancelled and, for all corporate purposes, will be deemed to evidence
ownership of post-Reverse Split shares. However, a stockholder will not be entitled to receive any dividends or distributions
payable after the Certificate of Amendment is effective until that stockholder surrenders and exchanges his or her certificates.
Action
Stock Transfer Corporation, the Company’s transfer agent (the “Transfer Agent”), will act as exchange agent
for purposes of implementing the exchange of stock certificates, and is sometimes referred to as the “exchange agent.”
As soon as practicable after the effective time, a letter of transmittal will be sent to stockholders of record as of the effective
time for purposes of surrendering to the exchange agent certificates representing pre-Reverse Split shares in exchange for certificates
representing post-Reverse Split shares in accordance with the procedures set forth in the letter of transmittal. No new certificates
will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s), together
with the properly completed and executed letter of transmittal, to the exchange agent. From and after the effective time, any
certificates formerly representing pre-Reverse Split shares which are submitted for transfer, whether pursuant to a sale, other
disposition or otherwise, will be exchanged for certificates representing post-Reverse Split shares. STOCKHOLDERS SHOULD NOT DESTROY
ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
In
connection with the Reverse Split, our Common Stock will change its current CUSIP number. This new CUSIP number will appear on
any new certificates representing post-Reverse Split shares of our Common Stock.
Street
Name and Book-Entry Holders
Upon
the Reverse Split, the Company intends to treat shares held by stockholders in “street name”, through a bank, broker
or other nominee, in the same manner as stockholders whose shares are registered in their own names. Banks, brokers and other
nominees will be instructed to effect the Reverse Split for their beneficial holders. These brokers, banks and other nominees
June have other procedures for processing the transaction, however, and stockholders holding in street name are encouraged to
ask their brokers, banks or other nominees any questions they June have regarding such procedures.
Stockholders
who hold some or all of their shares in electronic book-entry form with the Transfer Agent do not have certificates evidencing
their ownership and need not take any action to receive their post-Reverse Split shares. Rather, a statement will be sent automatically
to any such stockholder’s address of record indicating the effects of the transaction, including the number of shares of
Common Stock held following the Reverse Split.
Certain
U.S. Federal Income Tax Consequences
The
discussion below is only a summary of certain U.S. federal income tax consequences of the Reverse Split generally applicable to
beneficial holders of shares of our Common Stock and does not purport to be a complete discussion of all possible tax consequences.
This summary addresses only those stockholders who hold their pre-Reverse Split shares as “capital assets” as defined
in the Internal Revenue Code of 1986, as amended (the “Code”), and will hold the post-Reverse Split shares as capital
assets. This discussion does not address all U.S. federal income tax considerations that June be relevant to particular stockholders
in light of their individual circumstances or to stockholders that are subject to special rules, such as financial institutions,
tax-exempt organizations, insurance companies, dealers in securities, and foreign stockholders. The following summary is based
upon the provisions of the Code, applicable Treasury Regulations thereunder, judicial decisions and current administrative rulings,
as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local,
foreign, and other laws are not addressed herein. Each stockholder should consult his, her or its own tax advisor as to the particular
facts and circumstances that June be unique to such stockholder and also as to any estate, gift, state, local or foreign tax considerations
arising out of the Reverse Split.
The
Reverse Split will qualify as a recapitalization for U.S. federal income tax purposes. As a result,
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Stockholders
should not recognize any gain or loss as a result of the Reverse Split.
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The
aggregate basis of a stockholder’s pre-Reverse Split shares will become the aggregate basis of the shares held by such
stockholder immediately after the Reverse Split.
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The
holding period of the shares owned immediately after the Reverse Split will include the stockholder’s holding period
before the Reverse Split.
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The
above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal
tax penalties. It was written solely in connection with the solicitation of stockholder votes with regard to a proposed reverse
split of our Common Stock
PROPOSAL
2 –
AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION
TO
EFFECT A CHANGE OF NAME OF THE COMPANY
We
will change our name in an Amendment to our Certificate of Incorporation attached as
Exhibit A
and incorporated herein
by reference from “Bantek, Inc.” to “Bantec, Inc.” to emphasize our focus on technology and to avoid confusingly
similar names in various states where we are and expect to be conducting business. On our primary lines of business in selling
drones which is a technology based business. Our Board has concluded that the name Bantec, Inc. more clearly reflects our technology
focus and will help build a brand identity. Accordingly, the Board has concluded that is in the best interests of the Company
and its shareholders to amend its charter to change its name to “Bantec, Inc.”
VOTING
SECURITIES AND PRINCIPAL STOCKHOLDERS
The
column entitled “Percentage of Class” is based on 2,967,528,630 shares of common stock outstanding as of August __,
2019. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment
power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable
within 60 days of August __, 2019 are considered outstanding and beneficially owned by the person holding the options for
the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership
of any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing
power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where
applicable.
Michael
Bannon has voting control through his ownership of 250 shares of Series A preferred stock. Each share of Series A preferred stock
entitles the holder to vote on all matters submitted to a vote of our shareholders with each shareholder casting a vote equal
to the quotient of the sum of all outstanding shares of common stock divided by 0.99, which based on, 2,967,528,630 shares issued
and outstanding equates to voting rights equal to 2,997,503,666 shares of common stock or 101% of the issued and outstanding shares
of our common stock.
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Name and Address
1
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Amount and Nature of
Beneficial
Ownership
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Percentage of
Class
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Michael Bannon (2)
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37,671,591
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1.3
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%
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Dr. Rodrigo Kuntz Rangel (3)
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1,840,000
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0.01
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%
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Livingston Asset Management LLC(4)
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2,924,774,126
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98.6
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%
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TCA Global Credit Master Fund LP (5)
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22,104,278,746
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744.4
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%
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Crown Bridge Partners, LLC (6)
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1,197,770,750
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40.3
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%
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Matthew Wiles (7)
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2,250,000
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0.01
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%
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All Officers and Directors as a Group
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40,341,591
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1.4
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%
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(1)
Unless otherwise indicated, the address of such individual is c/o the Company.
(2)
Michael Bannon has voting control through his ownership of 250 shares of Series A preferred stock voting on an as-converted basis.
This chart reflects only the issued and outstanding shares of our common stock.
(3)
Represents shares issuable upon the exercise of stock options to purchase shares of our common stock that are exercisable within
60 days of August __, 2019.
(4)
Livingston Asset Management LLC (LAM) is not an affiliate of the Company. LAM has beneficial ownership of the majority of the
shares above through a convertible note under a court approved 3(a)(10) settlement agreement with the Company and a senior creditor.
LAM has a limitation of 9.99% of the outstanding shares, which lowers the potential ownership to 293,785,334 common shares. Currently
approximately 284,882,749 common shares are held pending sale. As sales under the 3(a)(10) settlement are completed proceeds are
remitted to TCA Global Credit Master Fund. LAM has its principal office at 90 Grove Street, Ridgefield, CT 06877.
(5)
TCA Global Credit Master Fund LP’s (TCA) beneficial ownership is based upon the right of TCA to convert the unpaid principal
and interest owed under the convertible note issued by the Company to TCA. TCA is limited partnership organized under the laws
of the Cayman Islands and has its principal office at 19950 West Country Club Drive, 1
st
Floor, Aventura, Florida
33180. TCA has a limitation of 9.99% of the outstanding shares, which lowers the potential ownership to 293,785,334 common shares.
(6)
Crown Bridge Partners LLC (CBP) is not an affiliate of the Company. CBP was issued warrants in conjunction with a financing arrangement.
The warrants have an anti-dilutive feature which is treated as derivative and is recalculated for each reporting date. The beneficial
ownership of shares above is based on the recalculated number of warrants due as of June 30, 2019. CBP has a limitation of 9.99%
of the outstanding shares, which lowers the potential ownership to 293,785,334 common shares. CBP has its principal office at
1173 2
nd
Avenue, NY, NY, 10065.
(7)
Matthew Wiles is the COO and a member of the Board of Directors since August 6, 2018. He was awarded 2,000,000 common shares and
he has received an option to acquire 1,250,000 shares of our common stock at an average exercise price of $0.21 per share, of
which 250,000 are exercisable within 60 days of August __, 2019.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders sharing an address unless the Company has received contrary
instructions from one or more of its security holders. The Company undertakes to deliver promptly upon written or oral request
a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the documents
was delivered and provide instructions as to how a security holder can notify the Company that the security holder wishes to receive
a separate copy of the Information Statement.
Security
holders sharing an address and receiving a single copy may request to receive a separate Information Statement at Bantek, Inc.,
330 Chainbridge Road, Pine Brook, N.J. 07058. Security holders sharing an address can request delivery of a single copy of the
Information Statement if they are receiving multiple copies may also request to receive a separate Information Statement at Bantek,
Inc, 330 Chainbridge Road, Pine Brook, N.J. 07058, telephone: (203) 220-2296.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
We
are required to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read
and copy any document we file at the SEC’s public reference rooms at 100 F Street, N.E, Washington, D.C. 20549. You may
also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the
public reference rooms. Copies of our SEC filings are also available to the public from the SEC’s web site at www.sec.gov.
We
will provide, upon request and without charge, to each shareholder receiving this Information Statement a copy of our filings
with the SEC and other publicly available information. A copy of any public filing is also available, at no charge, by contacting
Bantek, Inc., 330 Chainbridge Road, Pine Brook, N.J. 07058 telephone: (203) 220-2296.
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Date: July 26, 2019
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Bantek, Inc.
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By Order of the Board of Directors
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By:
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/s/ Michael Bannon
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Michael Bannon
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President and CEO
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Exhibit
A
AMENDMENT
TO BANTEK’S CERTIFICATE OF INCORPORATION
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware, Bantek, Inc., a Delaware corporation (the “Corporation”), does hereby certify:
FIRST: That the Board of Directors of the
Corporation, pursuant to Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, duly adopted resolutions
proposing and declaring advisable the following amendment to Article First of the Certificate of Incorporation, as amended, of
the Corporation:
The name of the Corporation
is Bantec, Inc.
SECOND: That the Board of Directors of
the Corporation, pursuant to Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, duly adopted resolutions
proposing and declaring advisable the following amendment to Article Fourth of the Certificate of Incorporation, as amended, of
the Corporation:
The Corporation hereby recapitalizes
the corporate structure in the form of reverse stock split on the common stock only, at a rate of one share for every 1,000 shares
outstanding and without affecting the Series A Preferred Stock, which preferred stock shall not be subject to this reverse split.
The effective date of this reverse stock split shall be immediately upon the approval by Financial Industry Regulatory Authority
(FINRA) of such corporate action. Any and all fractional shares resulting from this corporate action shall be rounded up to the
next highest whole number.
THIRD: That thereafter, pursuant to resolution
of its Board of Directors, the stockholders of the Corporation holding the necessary number of shares required by statute, in accordance
with Section 228 of the General Corporation Law, voted in favor of the above amendments.
IN WITNESS WHEREOF,
the Corporation
has caused this Certificate of Amendment to be signed by its President, this___ day of July, 2019.
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BANTEK, INC.
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By:
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/s/ Michael Bannon
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Name: Michael Bannon
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Title: President
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