THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF THE COMPANY
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
DSG
GLOBAL INC.
207
– 15272 Croydon Drive,
Surrey
BC, V3Z 0Z5, Canada.
(604)
575-3848
INFORMATION
STATEMENT
(Preliminary)
April
____, 2021
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”)
of the common stock, par value $.001 per share (the “Common Stock”), the Series A Preferred stock, par value $0.001
(the “Series A Preferred Stock”) ,and of the Series F Preferred stock, par value $0.001 per share (the “Series
F Preferred Stock”) of DSG Global Inc., a Nevada Corporation (“we”, “us”, “our”, or
the “Company”), to notify such Stockholders that on or about March 22, 2021, the Company received written consents
in lieu of a meeting of Stockholders from Robert Silzer, James Singerling, and Stephen Johnston (the “Majority Stockholders”),
who collectively hold 53.22% of the total issued and outstanding shares of voting stock of the Company, to authorize the Company’s
Board of Directors to approve the following actions:
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at
the discretion of the Company’s Board of Directors (the “Board” or the “Board of Directors”), to
effect a reverse stock split of the Company’s issued and outstanding Common Stock in connection with a potential
listing on a national stock exchange, in a ratio to be determined by the Board based on market conditions and the
Company’s trading price at the time of such reverse split, in the range of 1 one for two (1:2) to one for thirty
(1:30), whereby every two to thirty (2 to 30)(such number of shares, the “Split Denominator”) shares of the
issued and outstanding Common Stock will be combined into one (1) share of issued and outstanding Common stock (the
“Reverse Stock Split”); and.
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2.
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to
keep the number of authorized shares of Common Stock of the Company at 350,000 (the “Authorized Shares”)
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On
March 22, 2021, the Board of Directors of the Company approved the Reverse Stock Split by written consent in lieu of a meeting.
Accordingly, your consent is not required and is not being solicited in connection with the approval of the action. Subject to
the prior approval of The Financial Industry Regulatory Authority (“FINRA”), the Reverse Stock Split will become
effective at such future date determined by the Board, as evidenced by the filing of a Certificate of Amendment with the Secretary
of State of the State of Nevada, but in no event earlier than the 20th calendar day after this Information Statement is mailed
or furnished to our stockholders of record as at the close of business on March 22, 2021.
Although
our Stockholders have approved the Reverse Stock Split, we may abandon or delay the Reverse Stock Split if the Company does not
pursue a potential listing on a national stock exchange, or if our Board of Directors determines that it is no longer in the best
interests of the Company or our stockholders. If the Reverse Stock Split is not implemented by our Board of Directors by March
22, 2022, Stockholder approval will be deemed abandoned and without further effect. In that case, our Board of Directors may again
seek Stockholder approval at a future date if it deems a reverse stock split to be advisable at that time.
Record
Date and Expenses
The
entire cost of furnishing this Information Statement will be borne by our Company. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of Common Stock
held of record by them.
Our
Board of Directors has fixed the close of business on March 22, 2021 as the record date for the determination of shareholders
who are entitled to receive this Information Statement. There were 106,449,471 shares of our Common Stock and 255,265 shares of
Preferred Stock outstanding on March 22 2021, including 200,376 shares of Series A Preferred Stock entitled to vote with the holders
of the Common Stock at the ratio of 665 votes per share of Series A Preferred Stock (133,250,040 votes), and 3,000 shares of Series
F Preferred Stock outstanding and entitled to vote with the holders of the Common Stock on an as-converted basis (approximately
10,638,298 votes) . We anticipate that a definitive copy of this Information Statement will be mailed on or about __________________________,
2021 to all shareholders of record as of the record date.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU
OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION. THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
For
the Board of Directors of
DSG
Global, Inc.
Robert
Silzer
Chief
Executive Officer and Director
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board of Directors of the Company (the “Board”) believes that the stockholders of the Company will benefit from the
Reverse Stock Split because it may allow the Company to qualify for the listing standards of a senior exchange. In order to meet
such requirements, the Board has determined that the capitalization structure of the Company must be consolidated so that the
market price of the Company’s Common Stock meets the senior exchange’s requirements.
ACTIONS
TO BE TAKEN
This
Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of
the majority of the outstanding voting capital stock of the Company.
ACTION
I REVERSE STOCK SPLIT
DECREASE
THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR
COMMON
STOCK BY THE SPLIT DENOMINATOR
GENERAL
The
Board approved a resolution to effectuate a reverse stock split using the Split Denominator, to be appropriately adjusted by the
Board of Directors, in accordance with the listing standards of a senior exchange, immediately prior to effectiveness (the “Reverse
Stock Split”). Under the Reverse Stock Split each 2 to 30 shares, as determined by our Board of Directors, of our common
stock (the “Common Stock”) will be automatically converted into 1 share of Common Stock. To avoid the issuance of
fractional shares of Common Stock, the Company will round up and issue an additional share to all holders of fractional shares.
The Reverse Stock Split will become effective at such future date as determined by the Board, as evidenced by the filing of a
Certificate of Change with the Secretary of State of the State of Nevada in the form attached as Exhibit A, but in no event
earlier than the 20th calendar day after this Information Statement is mailed or furnished to the stockholders of record as of
March 22, 2021.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM
THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE
TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL REMAIN AT 350,000,000.
PURPOSE
AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
The
Board of Directors believes that, among other requirements, the price of our Common Stock needs to be higher so that the Company
meets a senior exchange’s listing standards. The Board of Directors has proposed the Reverse Stock Split as one of the steps
necessary to meet such listing requirements. When a company engages in a reverse stock split, it substitutes one share of stock
for a predetermined number of shares of stock. It does not increase the market capitalization of the company. An example
of a reverse split is the following. A company has 10,000,000 shares of common stock outstanding. Assume the market price is $.01
per share. Assume that the company declares a 1 for 5 reverse stock split. After the reverse split, that company will have 1/5
as many shares outstanding, or 2,000,000 shares outstanding. The stock will have a market price of $0.05. If an individual investor
owned 10,000 shares of that company before the split at $.01 per share, he will own 2,000 shares at $.05 after the split. In either
case, his stock will be worth $100. He or she is no better off before or after. Except that such company hopes that the higher
stock price will make that company look better and will potentially be a more attractive merger target for potential business.
There is no assurance that that company’s stock will rise in price after a reverse split or that it would continue to meet
the senior exchange’s requirements.
We
believe that the reverse stock split may improve the price level of our Common Stock and that the higher share price could help
the Company’s potential listing application. However, the effect of the reverse split upon the market price for our Common
Stock cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied.
There can be no assurance that the market price per share of our Common Stock after the reverse split will rise in proportion
to the reduction in the number of shares of Common Stock outstanding resulting from the reverse split. The market price of our
Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares outstanding.
The
Reverse Stock Split will affect all of the holders of our Common Stock uniformly and will not affect any common stockholder’s
percentage ownership interests in the Company or proportionate voting power, except to the extent that the reverse split results
in any of our stockholders owning a fractional share. All stockholders holding a fractional share shall be issued an additional
share. The principal effect of the Reverse Stock Split will be that the number of shares of Common Stock issued and outstanding
will be reduced from approximately 106,449,471 shares of Common Stock as of March 22, 2021, to between approximately 53,224,736
and 3,548,316 shares (depending on the ratio and the number of fractional shares that are issued or cancelled). The Reverse Stock
Split will affect the shares of common stock outstanding.
The
Reverse Stock Split will not affect the par value of our Common Stock. As a result, on the effective date of the Reverse Stock
Split, the stated capital on our balance sheet attributable to our Common Stock will be reduced to less than the present amount,
and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share
net income or loss and net book value of our Common Stock will be increased because there will be fewer shares of our Common Stock
outstanding. The Reverse Stock Split will not affect the par value or number of shares outstanding of our preferred shares, nor
will it change any of the voting rights.
The
Reverse Stock Split will not change the proportionate equity interests of our common stockholders, nor will the respective voting
rights and other rights of stockholders be altered. The Common Stock issued pursuant to the Reverse Stock Split will remain fully
paid and non-assessable. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction”
covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements
of the Securities Exchange Act of 1934.
Stockholders
should recognize that they will own a fewer number of shares than they presently own (a number equal to the number of shares owned
immediately prior to the filing of the certificate of amendment divided by from 2 to 30. While we expect that the Reverse Stock
Split will result in an increase in the potential market price of our Common Stock, there can be no assurance that the Reverse
Stock Split will increase the potential market price of our Common Stock by a multiple equal to the exchange number or result
in the permanent increase in any potential market price (which is dependent upon many factors, including our performance and prospects).
Also, should the market price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of
our overall market capitalization may be greater than would pertain in the absence of a reverse split. Furthermore, the possibility
exists that potential liquidity in the market price of our Common Stock could be adversely affected by the reduced number of shares
that would be outstanding after the Reverse Stock Split. In addition, the Reverse Stock Split will increase the number of stockholders
of the Company who own odd lots (less than 100 shares). 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. Consequently, there can be no
assurance that the Reverse Stock Split will achieve the desired results that have been outlined above.
Anti-Takeover
Effects of the Reverse Stock Split
THE
OVERALL EFFECT OF THE REVERSE STOCK SPLIT MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL
BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE DIFFICULT THE REMOVAL OF MANAGEMENT.
The
effective increase in our authorized shares could potentially be used by management to thwart a take-over attempt. The overall
effects of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption
of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The proposal
could make the accomplishment of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management
might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders,
that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.
This
proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain
control of the issuer by means of a merger, tender offer, solicitation or otherwise.
Neither
the Company’s charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is
not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover
provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may
have material anti-takeover consequences.
As
discussed above, the Reverse Stock Split was the subject of a unanimous vote by the Board of Directors approving the Reverse Stock
Split. There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list
or to de-list any stock which completes a reverse stock split.
PLANS,
PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF COMMON STOCK
The
main purpose of completing this Reverse Stock Split is to list the Company’s Common Stock on a senior exchange.
FRACTIONAL
SHARES
We
will not issue fractional certificates for post-reverse split shares in connection with the Reverse Stock Split. Instead, an additional
share shall be issued to all holders of a fractional share. To the extent any holders of pre-reverse split shares are entitled
to fractional shares as a result of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional
shares.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
SUMMARY
OF REVERSE STOCK SPLIT
Below
is a brief summary of the reverse stock split:
The
issued and outstanding Common Stock shall be reduced on the basis of one post-split share of the Common Stock for every 2 to 30,
as to be determined by the Board prior to effectiveness from FINRA, pre-split shares of the Common Stock outstanding. The consolidation
shall not affect any rights, privileges or obligations with respect to the shares of the Common Stock existing prior to the consolidation.
Stockholders
of record of the Common Stock as of March 22, 2021 shall have their total shares reduced on the basis of one post-split share
of Common Stock by the Split Denominator, as to be determined by the Board prior to effectiveness from FINRA, pre-split shares
outstanding.
As
a result of the reduction of the Common Stock, the pre-split total of issued and outstanding shares of Common Stock approximately
106,449,471 shares of Common Stock, as of March 22, 2021, to between approximately 3,548,316 and 53,224,736 shares (depending
on the ratio and the number of fractional shares that are issued or cancelled).
The
Company’s authorized number of Common Stock shall remain at 350,000,000 shares of the Common Stock.
This
action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting capital
stock of the Company.
The
entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the
Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
The Board of Directors has fixed the close of business on March 22, 2021, as the record date for the determination of Stockholders
who are entitled to receive this Information Statement.
You
are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule
14C thereunder, and, in accordance therewith, the Reverse Stock Split will not be filed with the Secretary of State of the State
of Nevada or become effective until at least 20 calendar days after the mailing of this Information Statement.
ACTION
II THE AUTHORIZED SHARES
GENERAL
The
Board approved a resolution to keep the authorized shares of Common Stock at 350,000,000 (the “Authorized Shares”).
PLEASE
NOTE THAT THE AUTHORIZED SHARES AVAILABLE WILL HAVE THE EFFECT OF INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO
ISSUE TO NEW OR EXISTING SHAREHOLDERS.
PURPOSE
AND MATERIAL EFFECTS OF THE AUTHORIZED SHARES
The
Board of Directors has taken this action to increase shareholder value.
We
believe that the Authorized Shares could help generate interest in the Company among investors and other business opportunities.
However, the effect of the Authorized Shares upon the market price for our Common Stock cannot be predicted, and the history of
similar actions for companies in like circumstances is varied. There can be no assurance that the market price per share of our
Common Stock after the Authorized Shares will rise or fall. The market price of our Common Stock may also be based on our performance
and other factors, some of which may be unrelated to the number of shares authorized.
The
Authorized Shares will not affect the par value of our Common Stock. As a result, on the effective date of the Authorized Shares,
the stated capital on our balance sheet attributable to our Common Stock will remain the same. The per share net income or loss
and net book value of our Common Stock will remain the same.
The
Authorized Shares will not change the proportionate equity interests of our stockholders, nor will the respective voting rights
and other rights of stockholders be altered. We will continue to be subject to the periodic reporting requirements of the Securities
Exchange Act of 1934.
Anti-Takeover
Effects of the Authorized Shares
THE
OVERALL EFFECT OF THE AUTHORIZED SHARES MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL
BY A PRINCIPAL STOCKHOLDER.
The
authorized but unissued Authorized Shares could potentially be used by management to thwart a take-over attempt. The over-all
effects of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption
of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The proposal
could make the accomplishment of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management
might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders
that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.
This
proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain
control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to enhance shareholder
value.
Neither
the Company’s articles of incorporation, as amended and currently constituted, nor its by-laws presently contain any provisions
having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments to the Company’s
charter or by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions
or enter into other arrangements that may have material anti-takeover consequences.
As
discussed above, the Authorized Shares was the subject of a unanimous vote by the Board of Directors approving the Authorized
Shares. There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list
or to de-list any stock which completes an Authorized Shares.
PLANS,
PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF COMMON STOCK
The
main purpose of completing this Authorized Shares is to enhance shareholder value.
SUMMARY
OF AUTHORIZED SHARES
Below
is a brief summary of the Authorized Shares:
The
authorized shares of Common Stock shall remain at 350,000,000.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form
10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”).
Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at
the Commission at Room 1580, 100 F Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”).
The
following documents as filed with the Commission by the Company are incorporated herein by reference:
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1.
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Annual
Report on Form 10-K for the year ended December 31, 2020;
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Quarterly
Report on Form 10-Q for the quarter ended September 30, 2020;
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3.
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Quarterly
Report on Form 10-Q, for the quarter ended June 30, 2020; and
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4.
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Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020.
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OUTSTANDING
VOTING SECURITIES
Our
authorized capital stock consists of (i) 350,000,000 shares of Common Stock, par value $0.001 per share, of which 106,449,471
are outstanding as of March 22 2021, and (ii) 3,010,000 shares of Preferred Stock, par value $0.001 per share, of which 200,376
shares of Series A Preferred Stock and 3,000 shares of Series F Preferred Stock are outstanding as of March 22, 2021. The Series
A Preferred have 665 votes per share and the Series F Preferred are entitled to vote with the holders of the Common Stock on an
as-converted basis (approximately 10,638,298 votes as-converted on March 22, 2021). Robert Silzer, James Singerling, and Stephen
Johnston collectively own 200,376 shares of Series A Preferred, which when combined with the Common Stock held by them equals
133,252,019 votes or 53.22% of eligible votes. .
