SCHEDULE 14C INFORMATION STATEMENT
October 5, 2020
NOTICE OF STOCKHOLDER ACTION BY WRITTEN
CONSENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
To the Holders of Common Stock of Samsara
Luggage, Inc.
NOTICE IS HEREBY GIVEN that the Board of Directors (the “Board”)
of Samsara Luggage, Inc., a Nevada corporation (“we”, “us”, “our” or the "Company"),
has approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.0001 per share (the
“Common Stock”), have executed a written consent in lieu of a special meeting approving, the following actions:
to amend our Articles of Incorporation to increase
the number of authorized shares of common stock from 5,000,000,000 to 7,500,000,000 (the “Authorized Capital Increase”).
The stockholder action by written consent was taken pursuant
to Section 78.320 of the Nevada Revised Statutes (“NRS”), which permits any action that may be taken at a meeting
of the stockholders to be taken by written consent by the holders of the number of shares of voting stock required to approve the
action at a meeting. This Information Statement is being furnished to all stockholders of the Company pursuant to Section 14(c)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder solely for the purpose
of informing stockholders of these corporate actions before they take effect.
Please be advised that Atara Dzikowski, David Dahan, and Avraham
Benzio, holding approximately 57.9% of our issued and outstanding shares of stock (the “Majority Stockholders”), have
executed a written consent approving the Authorized Capital Increase. No other votes are required or necessary to amend
our Articles of Incorporation, and none is being solicited hereunder. Pursuant to Rule 14c-2 under the Exchange Act, these
corporate actions will not be effected until twenty (20) calendar days after the filing and mailing of the Information Statement
to our stockholders or as soon as practicable thereafter. We will mail the Notice of Stockholder Action by Written Consent to the
Stockholders on or about October 5, 2020. We anticipate that the Authorized Capital Increase will become effective on or about
October 26, 2020.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
This Information Statement is being furnished pursuant to Section
14C of the Exchange Act. We will first mail the Information Statement on or about October 5, 2020 to stockholders of record as
of September 17, 2020.
This Information Statement will be sent to you for information purposes only and you are not required to take any action.
The entire cost of furnishing this Information Statement will
be borne by us.
By Order of the Board of Directors
/s/ Atara Dzikowski
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CEO and Director
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October 5, 2020
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INTRODUCTION
Nevada law provides that the written
consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted
can approve an action in lieu of conducting a special stockholders' meeting convened for the specific purpose of such action. Nevada
law, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the
taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action
and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such
meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to such
company.
In accordance
with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about October 5, 2020.
This Information
Statement contains a brief summary of the material aspects of the Authorized Capital Increase approved by the Board of Samsara
Luggage, Inc. (the “Company,” “we,” “our,” or “us”)
and by the Majority Stockholders.
GENERAL
This Information Statement has been filed with the Commission
and is being furnished to the holders of the outstanding and voting shares of stock of the Company. The purpose of this Information
Statement is to provide notice that a majority of the Company’s stockholders, have, by written consent, approved of the Authorized
Capital Increase.
This Information Statement will be mailed on or about October
5, 2020 to those persons who were stockholders of the Company as of the close of business on September 17, 2020. The Authorized
Capital Increase will become effective after the filing of a Certificate of Amendment to our Articles of Incorporation with the
Office of the Secretary of State of Nevada. These filings will have an effective date that will be at least 20 days after the date
this Information Statement is first mailed to the Company’s stockholders. The Company will pay all costs associated with
the distribution of this Information Statement, including the costs of printing and mailing.
As the Majority Stockholders holding an aggregate of approximately
57.9% of the Company’s outstanding shares of Common Stock has already approved the Authorized Capital Increase by written
consent, the Company is not seeking approval for the Authorized Capital Increase from any of the Company’s remaining stockholders,
and the Company’s remaining stockholders will not be given an opportunity to vote on the Authorized Capital Increase. All
necessary corporate approvals have been obtained, and this Information Statement is being furnished solely for the purpose of providing
advance notice to the Company’s stockholders of the Authorized Capital Increase as required by the Exchange Act.
The Company’s Board approved the Authorized Capital Increase
on September 16, 2020. Our board of directors believes that the Authorized Capital Increase will provide flexibility in future
corporate developments by providing for sufficient authorized shares to enable the Company to enter into investment transactions
with potential investors. The Majority Stockholders approved the Authorized Capital Increase in an action by written consent on
September 17, 2020.
As of September 17, 2020, there were 3,929,161,576 shares of
Common Stock issued and outstanding.
INFORMATION ON THE MAJORITY STOCKHOLDERS
Pursuant to our Bylaws and the Nevada
law, a vote by the holders of at least a majority of the voting power of our outstanding capital stock is required to effect the
actions described in this Information Statement. As of September 17, 2020, we had 3,929,161,576 shares of our Common Stock issued
and outstanding. Each share of Common Stock is entitled to one vote. Of the total potential 3,929,161,576 Common Stock votes, more
than 50%, or 1,964,580,789, is required to pass any stockholder resolution. The Majority Stockholders are the owner of an aggregate
of 2,277,370,062 shares of our Common Stock, representing a total of approximately 57.9% of the total voting power of our Common
Stock, as of September 17, 2020. Pursuant to NRS 78.320, the Majority Stockholders voted in favor of the action described in this
Information Statement by written consent. The Majority Stockholders’ name and number of shares voted are as follows:
Name
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Number of Shares
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Percentage
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Atara Dzikowski
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916,362,531
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23.3
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%
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David Dahan
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916,362,531
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23.3
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%
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Avraham Bengio
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444,645,000
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11.3
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%
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Total
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2,277,370,062
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57.9
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%
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Effective Date of Stockholder Actions
The Authorized Capital Increase will
become effective following the filing of a Certificate of Amendment to our Articles of Incorporation with the Office of the Secretary
of State of Nevada. The filings with the Secretary of State of Nevada will have an effective date that will be at least 20 days
after the date this Information Statement is first mailed to the Company’s stockholders.
We currently expect
the effective date of the Authorized Capital Increase to be October 26, 2020.
No Dissenters’ Rights
Under Nevada law, our shareholders
are not entitled to dissenter’s rights or appraisal rights in connection with the Authorized Capital Increase.
Stockholders Sharing an Address
We 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.
SHARE CAPITAL INCREASE
Purpose of the Authorized Capital
Increase
The Authorized Capital Increase
The purpose of the Authorized Capital Increase is to increase
the number of shares of the Company’s common stock available for issuance to investors who agree to provide the Company with
the funding it requires to continue its operations, and/or to persons in connection with potential acquisition transactions, warrant
or option exercises, and other transactions under which the Company will issue shares of common stock.
On September 3, 2020, the Company entered into a Securities
Purchase Agreement (“SPA”) with YAII PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to
invest an aggregate amount of $220,000 in two tranches, and the Company agreed to issue convertible debentures and warrants to
the Investor. Each tranche of the investment is convertible at any time into shares of the Company’s Common Stock at a conversion
price equal to the lower of (a) $0.003 per share, or (b) 80% of the lowest the daily dollar volume-weighted average price for the
Company’s Common Stock during the 10 trading days immediately preceding the conversion date. The Company undertook as part
of the transaction to increase its authorized shares of Common Stock to at least 7,000,000,000 within 90 days of September 3, 2020.
On June 26, 2020, the Company entered into a Securities Purchase
Agreement (“SPA”) with Power Up Lending Group Ltd. (the “Investor”), pursuant to which the Investor provided
the Company with an initial investment in the form of a convertible loan in the principal amount of $66,700. The convertible loan
will be convertible after six months into shares of the Company’s common stock at a conversion price equal to seventy-five
percent (75%) of the average of the lowest trading price for the Company’s common stock during the twenty (20) trading day
period prior to the conversion date.
Except as described above, as of the date of this Information
Statement, the Company has not identified any investors, entered into any agreements relating to any potential investment in the
Company; or entered into any agreements relating to an acquisition of another specified company, pursuant to which the Company
will issue shares of its common stock.
The Authorized Capital Increase will not have any immediate
effect on the rights of existing stockholders, but may have a dilutive effect on the Company’s existing stockholders if additional
shares are issued.
We are not increasing our authorized common stock to construct
or enable any anti-takeover defense or mechanism on behalf of the Company. While it is possible that management could use the additional
shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the
independent stockholders, the Company has no intent or plan to employ the additional unissued authorized shares as an anti-takeover
device.
Potential Anti-takeover Effect
Release No. 34-15230 of the staff of the Securities and Exchange
Commission requires disclosure and discussion of the effects of any shareholder proposal that may be used as an anti-takeover device.
However, as indicated above, the purpose of the Authorized Capital Increase is not to construct or enable any anti-takeover defense
or mechanism on behalf of Company. Although the Authorized Capital Increase could, under certain circumstances, have an anti-takeover
effect, the Authorized Capital Increase is not being undertaken in response to any effort of which the Board of Directors is aware
to accumulate shares of the Company’s common stock or obtain control of the Company.
Other than the Authorized Capital Increase, the Board of Directors
does not currently contemplate the adoption of any other amendments to the Articles of Incorporation that could be construed to
affect the ability of third parties to take over or change the control of the Company. While it is possible that management could
use the additional shares of authorized capital which become available following the Authorized Capital Increase to resist or frustrate
a third-party transaction providing an above-market premium that is favored by a majority of the independent stockholders, the
Company currently has no intent or plans or proposals to employ the additional unissued authorized shares as an anti-takeover device
or to adopt other provisions or enter into other arrangements that may have anti-takeover ramifications.
The Company has no anti-takeover mechanisms present in its governing
documents or otherwise and there are no plans or proposals to adopt any such provisions or mechanisms or to enter into any arrangements
that may have material anti-takeover consequences.
Management is not aware of any provisions of the Company’s
Articles of Incorporation and Bylaws that may have anti-takeover effects, which would make it more difficult for or preventing
a third party from acquiring control of the Company or changing its Board of Directors and management.
Effects of the Authorized Capital Increase
General
Pursuant to the Authorized Capital Increase, the Company’s
authorized shares of common stock will be increased from five billion (5,000,000,000) shares of common stock, par value $0.0001
per share, to seven billion five hundred million (7,500,000,000) shares of common stock, par value $0.0001 per share.
Effect on Authorized and Outstanding Shares
As of the Record Date, the Company had 5,000,000,000 authorized
shares of common stock, of which 3,929,161,576 were issued and outstanding, and 5,000,000 authorized shares of preferred stock
of which no shares have been issued.
The number of issued and outstanding shares of capital stock,
(as well as the number of shares of Common Stock underlying any options, warrants, convertible debt or other derivative securities),
will not be affected by the Authorized Capital Increase.
The rights and preferences of the shares of Common Stock prior
and subsequent to the Authorized Capital Increase will remain the same. It is not anticipated that the Company's financial condition,
the percentage ownership of management, the number of stockholders, or any aspect of the Company's business will materially
change, as a result of the Authorized Capital Increase.
The Authorized Capital Increase will affect all of our holders
of Common Stock uniformly, and will not affect any stockholder's percentage ownership interests in the Company or proportionate
voting power.
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Authorized
Shares of
Common
Stock
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Issued and
Outstanding
Shares of
Common
Stock
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Shares
Reserved
For Issuance
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Authorized but
Unissued
Shares of
Common
Stock
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Pre-Authorized Capital Increase
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5,000,000,000
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3,929,161,576
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1,065,838,424
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1,065,838,424
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Post-Authorized Capital Increase
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7,500,000,000
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3,929,161,576
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1,304,171,757
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3,570,838,424
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Effectiveness of the Authorized Capital Increase
The effective date of the Authorized Capital Increase will be
the date of the filing of the Articles of Amendment with the Office of the Secretary of State of Nevada.
Tax Consequences
Generally, an increase in a company’s authorized share
capital will not result in the recognition of gain or loss for U.S. federal income tax purposes. No gain or loss will be recognized
by the Company as a result of the Authorized Share Increase.
INTEREST OF
CERTAIN PERSONS IN OR
OPPOSITION TO
MATTERS TO BE ACTED UPON
No director, nominee for director,
or officer of the Company, or associate of any of the foregoing persons, has any substantial interest, directly or indirectly,
in the matter acted upon. None of our directors have informed us in writing that he intends to oppose any action to be taken
by the Company.