INFORMATION
STATEMENT
Pursuant
to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C
promulgated thereunder, the notice and this information statement (this “Information Statement”) will be sent
or given on or about October 30, 2020, to stockholders of record as of October 16, 2020 (the “Record Date”),
of Bridgeway National Corp., a Delaware corporation (“Bridgeway National,” “we.” “us,”
“our” or the “Company”). This Information Statement is being circulated to advise stockholders
of certain actions already approved and taken without a meeting by joint written consent of our board of directors the “Board”)
and a stockholder who holds a majority of the voting power of our voting stock (the “Majority Stockholder”).
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
On
October 16, 2020, the Board and the Majority Stockholder took action by joint written consent in lieu of a meeting to:
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Ratify
the approval of an amendment to our certificate of incorporation, which amendment was filed with the Delaware Secretary of
State on December 19, 2019 and was declared effective on January 20, 2020 (the “December 2019 Amendment”),
which (i) changed the Company’s name from “Capital Park Holdings Corp.” to “Bridgeway National
Corp.” and (ii) increased our authorized capital stock from 30,000,000 shares to 250,000,000 shares, of which 187,500,000
shares were designated as Class A Common Stock (the “Class A Common Stock”), 18,750,000 shares were designated
as Class B Common Stock (the “Class B Common Stock”) and 62,500,000 shares were designated as preferred
stock, of which 1,000 shares were previously as Series A Preferred Stock (the “Series A Preferred Stock”)
and 125,181 shares were previously designated as Series B Preferred Stock (the “Series A Preferred Stock”).
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Approve
a further amendment to our certificate of incorporation (the “Recapitalization Amendment”) to increase
our authorized common stock from 187,500,000 shares to 400,000,000 shares, of which 360,000,000 shares will be designated
as the Class A Common Stock, 40,000,000 shares will be designated as the Class B Common Stock.
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Approve
an additional amendment to our certificate of incorporation to effect a reverse stock split of our outstanding shares of our
Class A Common Stock and Class B Common Stock at the at the ratio of one-for-4 (the “Reverse Stock Split Amendment,”
and together with the December 2019 Amendment and the Recapitalization Amendment, collectively, the “Amendments”).
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The
December 2019 Amendment will not be deemed ratified and the Recapitalization Amendment and Reverse Stock Split Amendment will
not be made effective until at least twenty (20) calendar days after the mailing of this Information Statement to Stockholders.
In addition, the Reverse Stock Split Amendment will not be made effective until the Recapitalization Amendment is made effective
and we receive approval for the Reverse Stock Split from the Financial Industry Regulatory Authority (“FINRA”).
We anticipate that the Recapitalization Amendment will become effective on or about November 8, 2020 and the Reverse Stock Split
will become effective, subject to the receipt of FINRA approval on or after November 15, 2020.
Stockholders
of record at the close of business on October 16, 2020 are entitled to notice of this stockholder action by written consent. Because
this action has been approved by the written consent of the Board and the Majority Stockholder, no proxies were or are being solicited.
The following table sets forth, as of the date of this Information Statement, information regarding the stock ownership of and
percentage of voting power in the Company held by the Majority Stockholder.
Name of Majority
Stockholder(1)
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Type of Stock
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Shares
Beneficially Held
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No. of Votes
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Percent of
Total Votes (2)
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VMB Global Holdings LLC
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Common
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335,183
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335,183
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0.6
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%
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Series A Preferred
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1,000
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50,000,000
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83.8
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%
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Total Shares/Votes
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50,335,183
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84.4
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%
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(1)
Eric C. Blue, our Chief Executive Officer and a Director has voting and dispositive control of the shares held by Capital
Park Opportunities Fund Ltd.
(2)
See Record Date and Voting Securities below.
Our
Common Stock is currently quoted on the OTC Pink tier of the Over-the Counter Market operated by OTC Markets, Inc. and accordingly,
the Recapitalization Amendment will require the approval of FINRA prior to it becoming effective.
DISSENTERS’
RIGHTS
There
are no rights of appraisal or similar rights of dissenters with respect to any matter described in this Information Statement.
RECORD
DATE AND VOTING SECURITIES
Only
stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this
Information Statement. As of the Record Date, our authorized capital stock consists of (i) 168,750,000 shares of Class A Common
Stock, par value $0.001 per share, 18,750,000 shares of Class B Common Stock, $0.001 per share and 62,500,000 shares of preferred
stock, par value $0.001 per share, of which 1,000 shares have been designated as Series A Preferred Stock and 125,181 shares have
been designated as Series B Preferred Stock. As of the Record Date, there were 9,640,915 shares of Class A Common Stock issued
and outstanding and no shares of Class B Common Stock issued and outstanding. Each share of Class A Common Stock is entitled to
one vote per share and each share of Class B Common Stock is entitled to 10 votes per share. As of the Record Date, there were
1,000 shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock is entitled to 50,000
votes on all matters submitted to a vote of the Company’s stockholders. In the event that such votes do not total at least
51% of all votes, then the votes cast by the holders of the Series A Preferred Stock shall be equal to 51% of all votes cast at
any meeting of the Company’s stockholders or any issue put to the stockholders for voting. As of the Record Date, there
were 178,371 shares of Series B Preferred Stock issued and outstanding. Each share of Series B Preferred Stock is entitled to
one vote per share on all matters submitted to a vote of the Company’s stockholders. The Class A Common Stock, Class B Common
Stock, Series A Preferred Stock and Series B Preferred Stock vote together on all matters presented to stockholders for a vote,
except as otherwise required by the Delaware General Corporation Law (the “DGCL”).
EXPENSES
The
costs of preparing, printing and mailing this Information Statement will be borne by the Company.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED
HEREIN.
STOCKHOLDERS’
RIGHTS
The
elimination of the need for a meeting of the stockholders to approve the actions described in this Information Statement is authorized
by Section 228 of the DGCL, which provides that any action required or permitted to be taken at a meeting of stockholders of a
corporation may be taken without a meeting, before or after the action, if a written consent thereto is signed by the stockholders
holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a special
meeting and in order to effect the action disclosed herein as quickly as possible in order to accomplish the purposes of our Company,
we chose to obtain the written consent of a majority of our voting power to approve the action described in this Information Statement.
RATIFICATION
OF APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO (i) CHANGE THE COMPANY’S NAME FROM “CAPITAL PARK HOLDINGS
CORP.” TO “BRIDGEWAY NATIONAL CORP.” AND (ii) INCREASE OUR AUTHORIZED CAPITAL STOCK FROM 30,000,000 TO 2500,000,000
SHARES
On
December 19, 2020, we filed an amendment to our certificate of incorporation with the Delaware Secretary of State, which was declared
effective on January 20, 2020 (the “December 2019 Amendment”). The amendment (i) changed the Company’s
name from “Capital Park Holdings Corp.” to “Bridgeway National Corp.” and (ii) increased
our authorized capital stock from 30,000,000 shares to 250,000,000 shares, of which 187,500,000 shares were designated as the
Class A Common Stock, 18,750,000 shares were designated as the Class B Common Stock and 62,500,000 shares were designated as preferred
stock, of which 1,000 shares were previously designated as the Series A Preferred Stock and 125,181 shares were previously designated
as the Series B Preferred Stock. The purpose of the amendment was to provide the Company with what management believed was a more
suitable corporate name and allow it to avoid confusion with other entities, as well as provide it with additional authorized
capital stock, which could be used to raise capital through private or public offerings of its capital stock in order to fund
contemplated acquisitions of portfolio companies or as consideration, in whole or in part for such acquisitions.
Although
the December 2019 amendment was approved by the joint written consent of the Board and the Majority Stockholder, due to an administrative
oversight, the Company failed to comply with Section 14(c) of the Exchange Act and Regulation 14C promulgated thereunder with
respect to approval of the December 2019 amendment, by not furnishing stockholders with the required notice and Information Statement.
Accordingly, on October 16, 2020, the Board and the Majority Stockholder ratified approval of the December 2019 amendment by written
consent in lieu of a meeting and included notice of such ratification in this Information Statement.
AMENDMENT
OF OUR CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK FROM 187,500,000 TO 400,000,000 SHARES
On
October 16, 2020, the Board and the Majority Stockholder took action by joint written consent in lieu of a meeting to approve
a further amendment to our certificate of incorporation (the “Recapitalization Amendment”) to increase our
Common Stock from 187,500,000 shares to 400,000,000 shares, of which 360,000,000 shares will be designated as the Class A Common
Stock and 40,000,000 shares will be designated as the Class B Common Stock.
The
Board believes that further increasing the number of authorized shares of our Common Stock more appropriately reflects where the
Company currently is in terms of its growth, and we believe that the increased number of authorized shares of Common Stock will
increase our ability to take prompt action with respect to corporate opportunities that develop and require us to act expeditiously,
including the ability raise capital through private or public offerings of our Common Stock in order to fund contemplated acquisitions
of portfolio companies or as consideration, in whole or in part for such acquisitions.. There will be no change in the number
of authorized preferred shares as a result of the increase in authorized Common Stock to be effected through the Recapitalization
Amendment.
As
disclosed in a Current Report on Form 8-K filed by Bridgeway National with the SEC on October 2, 2020, the Company and a newly
formed Saskatchewan subsidiary intended to be a special purpose vehicle, entered into an arrangement agreement (the “Arrangement
Agreement”) with and Input Capital Corp. (“Input”), a Saskatchewan, Canada based company which is
engaged in agriculture commodity streaming with a focus on canola, the largest and most profitable crop in Canadian agriculture.
Pursuant to the Arrangement Agreement Bridgeway National will acquire all of the issued and outstanding common shares of Input
for cash consideration of CDN$1.75 per share (US$1.31 per share based on an exchange rate of CND$1.00 = US$ 0.76) or aggregate
consideration of CDN$ 96.152million (US$73.1 million). A portion, if not all of the purchase price for the Input shares may be
raised through the sale of our capital stock, although the Company has no definitive arrangements therefor.
As
disclosed in a Current Report on Form 8-K filed by Bridgeway National with the SEC on October 19, 2020, the Company has also executed
definitive agreements to acquire 100% of the issued and outstanding common stock of Merchandize Liquidators, Inc. (“MLI”),
a Miami, Florida based direct wholesale and retail liquidator of surplus merchandise. The shares of MLI held by its minority shareholder
will be acquired for $6.999 million in cash and the shares of MLI held by its majority shareholder will be acquired for the issuance
to him of 252,644,000 shares of Class A Common Stock. In order to consummate the acquisition, it is necessary to effectuate the
Recapitalization Amendment and increase the number of authorized shares of Class A Common Stock available for issuance.
In
addition to the foregoing, the authorized shares of our capital stock will be available for issuance at such times and for such
corporate purposes as the Board may deem advisable, without further action by our stockholders, except as may be required by the
DGCL or by the rules of any national other stock exchange or electronic trading system on which our Class A Common Stock or other
shares of capital stock is then listed or traded. Holders of our Class A Common Stock and Class B Common Stock have no preemptive
rights and do not have cumulative voting rights.
The
issuance of additional shares of the Company’s capital stock could have a dilutive effect on earnings per share. The Company’s
capital stock could also be issued to existing stockholders as a dividend or privately placed with purchasers who might side with
our Board in opposing a takeover bid, thus, discouraging such a bid.
AMENDMENT
OF OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AT THE RATIO
OF ONE-FOR-[4]
General
On
October 16, 2020, the Board and the Majority Stockholder took action by joint written consent in lieu of a meeting to approve
an additional amendment to our certificate of incorporation to effect a reverse stock split (the “Reverse Stock Split”)
of our outstanding shares of our Class A Common Stock and Class B Common Stock (collectively, the “Common Stock”)
at the at the ratio of one-for-4 (the “Reverse Stock Split Amendment”). If the Board elects to implement
the Reverse Stock Split, it will become effective through filing of the Reverse Stock Split Amendment with the Delaware Secretary
of State, which will not occur until after the effective date of the Recapitalization Amendment.
The
Board may (but is not required to) effect the Reverse Stock Split at a ratio (the “Reverse Stock Split Ratio”) of
one-for-4. The Board reserves its right not to effect the Reverse Stock Split if it determines, in its sole discretion,
that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.
Reasons
for the Reverse Stock Split
The
Recapitalization Amendment was approved by the Board and the Majority Stockholder to allow the Company to issue the number of
shares of Common Stock required to facilitate the raising of additional capital as needed and to consummate the acquisition of
ML. The purpose of the proposed Reverse Stock Split is to decrease the number of outstanding shares of Common Stock in order to
increase the market value of each share of Class A Common Stock. Immediately following the Reverse Stock Split the per-share price
of the Class A Common Stock should generally increase proportionately with the Reverse Stock Split Ratio. For example, immediately
following the Reverse Stock Split at the ration of one-for-4, you would expect the price of our shares of Class A Common Stock
to quadruple. In the longer term, however, depending upon market and industry conditions and the status of our Company, the Reverse
Stock Split may have no effect, a positive effect or a negative effect on the value of the post- Reverse Stock Split Class A Common
Stock.
Reducing
the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase
the market price of our Class A Common Stock. However, other factors, such as our financial results, market conditions and the
market perception of our business may adversely affect the market price of our Class A Common Stock. As a result, there can be
no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market
price of our Class A Common Stock will increase (proportionately to the reduction in the number of shares of our Common Stock
after the Reverse Stock Split or otherwise) following the Reverse Stock Split or that the market price of our Class A Common Stock
will not decrease in the future. Additionally, we cannot assure you that the market price per share of our Class A Common Stock
after a Reverse Stock Split will increase in proportion to the reduction in the number of shares of our Class A Common Stock outstanding
before the Reverse Stock Split. Accordingly, the total market capitalization of our Class A Common Stock after the Reverse Stock
Split could be lower or higher than the total market capitalization before the Reverse Stock Split.
Effects
of Reverse Stock Split
Giving
pro forma effect to the Recapitalization Amendment and the of the acquisition of ML, of the 400,000,000 shares of pre-Reverse
Stock Split Common Stock which will be authorized upon effectiveness of the Recapitalization Amendment, 9,640,915 shares of Class
A Common Stock are issued and outstanding as of the Record Date and 262,284,915 shares of Class A Common Stock will be issued
and outstanding after giving effect to the closing of the acquisition of ML. The Reverse Stock Split does not itself change the
number of our authorized shares of Common Stock. The practical effect of the Reverse Stock Split will be to provide us with (i)
24,428,771 additional authorized but unissued shares of our post-Reverse Stock Split Class A Common Stock and (ii) 9,955,407 authorized
but unissued shares of our post-Reverse Stock Split Class B Common Stock.
The
following table presents information about our issued and outstanding Common Stock, shares reserved and shares available for future
issuance, on a pre-Reverse Stock Split and post-Reverse Stock Split basis:
Description
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Number of Shares
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Pre-Reverse Split
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Post-Reverse Split(1)
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Total Authorized Shares of our Class A Common Stock
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360,000,000
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90,000,000
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Less:
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Issued and Outstanding Shares of Class A Common Stock
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262,284,915
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65,571,228
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Shares of Class A Common Stock Available for Future Issuance
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97,715,085
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24,428,771
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(1)
Amounts estimated, subject to rounding. The Post-Reverse Split assumes the Recapitalization is completed immediately after the
Reverse Stock Split.
The
Board and management believe that it is prudent and advisable for us to retain a sufficient number of authorized shares now to
better position ourselves with added flexibility to raise additional capital through a variety of possible financing transactions
and/or consummate mergers, acquisitions, combinations and various other strategic alternatives, and in order to avoid delays that
might otherwise arise if we were required to solicit stockholder approval for additional shares at the time of a proposed transaction.
Our
authorized but unissued Common Stock may be issued at the direction of the Board at such times, in such amounts and upon such
terms as the Board may determine, without further approval of our stockholders unless, in any instance, such approval is expressly
required by law.
The
Common Stock that will be available for issuance following effectiveness of the Recapitalization Amendment and the Reverse Stock
Split (as well as our authorized but unissued preferred stock) could have material anti-takeover consequences, including the ability
of the Board to issue additional Common Stock or preferred stock without additional stockholder approval because unissued Common
Stock could be issued by the Board in circumstances that may have the effect of delaying, deterring or preventing takeover bids.
For example, without further stockholder approval, the Board could strategically sell Common Stock or preferred stock in a private
transaction to purchasers who would oppose a takeover. In addition, because stockholders do not have preemptive rights under our
certificate of incorporation, the rights of existing stockholders may (depending on the particular circumstances in which the
additional capital stock is issued) be diluted by any such issuance and increase the potential cost to acquire control of our
Company. The Company’s stockholders should be aware that approval of the Amendments could facilitate our efforts to deter
or prevent changes of control in the future.
Other
than as set forth herein, there are currently no plans, agreements, arrangements, or understanding, for the issuance of additional
shares of our capital stock. The Board does not intend to issue any additional shares of our capital stock except on terms that
it deems to be in the best interest of our Company and our stockholders. It is not anticipated that our financial condition, the
percentage ownership of management, the number of stockholders, or any aspect of our business will materially change as a result
of the Reverse Stock Split.
At
the Effective Time (as defined below), each lot of 4 pre-Reverse Stock Split shares of our Common Stock (the “Old Shares”),
as determined by the Board, 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 (1) post-Reverse Stock Split share of our Common
Stock (a “New Share”), subject to the treatment for fractional shares described below, and each certificate
which, immediately prior to the Effective Time, represented Old Shares will be deemed, for all corporate purposes, to evidence
ownership of New Shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL
REQUESTED TO DO SO.
The
Reverse Stock Split will be effected simultaneously for all of our then-existing Old Shares and the exchange ratio will be the
same for all of our shares of outstanding our Common Stock. The Reverse Stock Split will affect all of our stockholders uniformly
and will not affect any stockholder’s percentage ownership interests in us, subject to the treatment for fractional shares
described below. See “Fractional Shares” below. The New Shares issued pursuant to the Reverse Stock Split will
be fully paid and non-assessable. Except as contemplated by the share classification set forth in our certificate of incorporation,
all New Shares will have the same voting rights and other rights as Old Shares. The following table sets forth the pro forma effect
of the Reverse Stock Split based on 65,571,228 shares of our Class A Common Stock outstanding after giving effect to the Recapitalization
Amendment and closing of the ML Acquisition.
Reverse Stock Split
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Percentage Reduction in the Outstanding Shares of our Class A Common Stock
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Our Class A Common Stock Outstanding after the Reverse Stock Split
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Our Class A Common Stock Available for Issuance after the Reverse Stock Split
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1-for-4
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85.7
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%
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65,571,228
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24,428,771
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A
new CUSIP number will also be assigned to our Class A Common Stock and Class B Common Stock following the Reverse Stock Split.
Commencing
upon effectiveness of the Reverse Stock, to the extent there are any, all outstanding options, warrants and other convertible
securities entitling holders thereof to purchase shares of our Common Stock would entitle such holders to receive, upon exercise
of their securities, 1/4th of the number of shares of our Common Stock which such holders may purchase upon exercise
or conversion of their securities. In addition, commencing at the Effective Time, the exercise or conversion price of all outstanding
options, warrants and our other convertible securities will be increased 4 times, based on the exchange ratio of the Reverse Stock
Split.
Par
Value Per Share of our Common Stock
As
a consequence of the Reverse Stock Split, the par value per share of our Common Stock will remain at $0.001 per share.
Fractional
Shares
No
scrip or fractional shares will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled
to receive a fractional share of our Common Stock. In lieu of issuing fractional shares, the Company will round up to one whole
share of our Common Stock in the event a stockholder would be entitled to receive a fractional share of our Common Stock.
Effect
on Voting Rights of, and Dividends on, our Common Stock
Proportionate
voting rights and other rights of the holders of our Common Stock will not be affected by the Reverse Stock Split. The percentage
of outstanding shares owned by each stockholder prior to the Reverse Stock Split will remain the same, except for adjustment as
a consequence of rounding up of any fractional shares created by the Reverse Stock Split. See “Fractional Shares”
above.
We
do not believe that the Reverse Stock Split will have any effect with respect to future distributions, if any, to our stockholders,
other than in respect of the additional shares issued to all of our stockholders in the Reverse Stock Split as a consequence of
rounding up of any fractional shares created by the Reverse Stock Split.
Effect
on Liquidity
The
decrease in the number of shares of our Class A Common Stock outstanding as a consequence of the Reverse Stock Split may decrease
the liquidity in our Class A Common Stock if the anticipated beneficial effects do not occur. See “Reasons for the Reverse
Stock Split” above.
Certain
U.S. Federal Income Tax Consequences
The
following summary of certain material federal income tax consequences of the Reverse Stock Split does not purport to be a complete
discussion of all of the possible federal income tax consequences and is included for general information only, is not intended
as tax advice to any person and is not a comprehensive description of the tax consequences that may be relevant to each stockholder’s
own particular circumstances. Further, it does not address any state, local, foreign or other income tax consequences, nor does
it address the tax consequences to stockholders that are subject to special tax rules, such as stockholders who are subject to
the alternative minimum tax, banks, insurance companies, regulated investment companies, personal holding companies, stockholders
who are not “United States persons” as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended
(the “Code”), broker-dealers and tax-exempt entities. This summary is based on the Code, the U.S. Treasury
Department regulations thereunder and proposed regulations, court decisions and current administrative rulings and pronouncements
of the Internal Revenue Service, all of which are subject to change, possibly with retroactive effect. This summary addresses
only those stockholders who hold their Old Shares as “capital assets” as defined in the Code (generally, property
held for investment), and will hold the New Shares as capital assets.
Holders
of our Common Stock are advised to consult their own tax advisers regarding the federal income tax consequences of the Reverse
Stock Split in light of their personal circumstances and the consequences under state, local and foreign tax laws, and also as
to any estate or gift tax considerations.
We
are structuring the Reverse Stock Split in an effort to obtain the following consequences:
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the
Reverse Stock Split will qualify as a recapitalization under section 368(a)(1)(E) of the Code for U.S. federal income tax
purposes;
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stockholders
should not recognize any gain or loss as a result of the Reverse Stock Split;
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the
aggregate basis of a stockholder’s Old Shares will become the aggregate basis of the New Shares held by such stockholder
immediately after the Reverse Stock Split; and
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the
holding period of the New Shares will include the stockholder’s holding period for the Old Shares.
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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 proposed Reverse Stock Split of our Common Stock.
Regulatory
Effects. The Class A Common Stock is currently registered under Section 12(g) of the Exchange Act, and the Company is
subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split would not affect
the registration of the Class A Common Stock under the Exchange Act or the Company’s obligation to publicly file financial
and other information with the Securities and Exchange Commission. If the proposed Reverse Stock Split were implemented, the Class
A Common Stock would continue to trade on the OTC Pink Marketplace under the symbol “BDGY,” assuming the Company maintains
compliance with its listing requirements; however, the Company would be required to obtain a new CUSIP number associated with
post-Reverse Stock Split shares of Class A Common Stock. .
No
Going Private Transaction. Notwithstanding the decrease in the number of outstanding shares of Common Stock following
the proposed Reverse Stock Split, the Board does not intend for this transaction to be the first step in a series of plans or
proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
The
Proposed Reverse Stock Split May Decrease the Liquidity of the Class A Common Stock. The liquidity of the Class A Common
Stock may be harmed by the proposed Reverse Stock Split given the reduced number of shares of Class A Common Stock that would
be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock
Split.
FINRA
Approval
Our
Class A Common Stock is currently quoted on the OTC Pink tier of the over -the-counter market operated by OTC Markets Group, Inc.
Accordingly, the Reverse Stock Split will require approval by FINRA pursuant to Rule 10b-17 under the Exchange Act in order for
it to be recognized for trading purposes. Accordingly, the Reverse Stock Split, if implemented will not be made effective until
we receive FINRA’s approval.
INTEREST
OF CERTAIN PERSONS IN THE AMENDMENTS
No
director, executive officer, associate of any director or executive officer or any other person has any substantial interest,
direct or indirect, by security holdings or otherwise, in the Amendments which is not shared by all other stockholders of the
Company.
AVAILABLE
INFORMATION
We
are subject to the information and reporting requirements of the Exchange Act and in accordance with the Exchange Act we file
periodic reports, documents and other information with the SEC. Such reports. documents and other information may be viewed at
the Internet site maintained by the SEC at www.sec.gov.
STOCKHOLDERS
SHARING AN ADDRESS
The
Company will deliver only one Information Statement to multiple stockholders sharing an address unless the Company has received
contrary instructions from one or more of the stockholders. The Company undertakes to 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
is delivered. A stockholder can notify the Company that the stockholder wishes to receive a separate copy of the Information Statement
by contacting the Company at the telephone number or address set forth above.