SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
|
☐ Preliminary Information Statement
☐ Confidential, for use of the Commission only (as
permitted by Rule 14c-5(d)(2))
☑ Definitive Information Statement
|
AGRITEK HOLDINGS, INC.
|
|
|
(Name of Registrant As Specified In Charter)
|
|
Payment of Filing Fee (Check the appropriate box):
☑
|
No fee required.
|
☐
|
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
|
|
1)
|
Title of each class of securities to which transaction applies:
|
|
2)
|
Aggregate number of securities to which transaction applies:
|
|
3)
|
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):
|
|
4)
|
Proposed maximum aggregate value of transaction:
|
|
5)
|
Total fee paid:
|
☐
|
Fee paid previously with preliminary materials.
|
|
|
☐
|
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.
|
|
1)
|
Amount Previously Paid:
|
|
|
2)
|
Form, Schedule or Registration Statement No:
|
|
|
3)
|
Filing Party:
|
|
|
4)
|
Date Filed:
|
|
DEFINITIVE INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
March 6, 2019
On January 25, 2019, the board of directors
of Agritek Holdings, Inc. (“Agritek” or the “Company”) authorized an amendment of Agritek’s certificate
of incorporation, as amended (the “Certificate of Incorporation”), to (i) effect a reverse stock split at a ratio of
1-for-200 and (ii) to have Agritek’s authorized common stock remain at 1,499,000,000 shares. Also, on January 25, 2019, stockholders
holding a majority (specifically 51%) of our authorized votes approved these actions.
Stockholders of record at the close
of business on January 25, 2019 are entitled to notice of these stockholder actions by written consent. Because these actions have
been approved by the holders of the required majority of the voting power of our voting stock, no proxies were or are being solicited.
The Amendments will not be effected until at least 20 calendar days after the mailing of the Definitive Information Statement accompanying
this Notice. We anticipate that the Amendments will become effective on or about March 26, 2019, at such time as a certificate
of amendment to our Articles is filed with the Secretary of State of Delaware.
Attached hereto for your review is a
Definitive Information Statement (in lieu of a Proxy Statement) relating to the above-described actions. Please read this Definitive
Information Statement carefully. It describes the essential terms of the actions to be taken. Additional information about the
Company is contained in its reports filed with or furnished to the Securities and Exchange Commission (the “SEC”).
These reports, their accompanying exhibits and other documents filed with the SEC may be inspected without charge at the Public
Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the
SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information
regarding public companies that file reports with the SEC. Copies of these reports may be obtained on the SEC’s website at
www.sec.gov.
Your vote or consent is not requested
or required to approve these matters, The accompanying Definitive Information Statement is provided solely for information as a
Company shareholder.
On behalf of the Board of Directors,
/s/ Suneil Singh Mundie
Chief Executive Officer and Director
March 6, 2019
DEFINITIVE
INFORMATION STATEMENT
March 6, 2019
AGRITEK HOLDINGS, INC.
777 Brickell Avenue Suite 500
Miami, FL 33131
(310) 205-2560
General Information
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
definitive information statement (this “Definitive Information Statement”) will be sent or given on or about March
6, 2019, to the stockholders of record, as of January 25, 2019 (the “Record Date”), of Agritek Holdings, Inc., a Delaware
corporation (hereinafter referred to as “we,” “us,” “our,” “Agritek” or the “Company”).
This Definitive Information Statement is being circulated to advise Company stockholders of actions already approved and taken
without a meeting by written consent of the stockholders who hold a majority of the voting power of our voting stock.
On January 25, 2019, the board of directors
of Agritek Holdings, Inc. (“Agritek” or the “Company”) authorized an amendment of Agritek’s certificate
of incorporation, as amended (the “Certificate of Incorporation”), to (i) effect a reverse stock split at a ratio of
1-for-200, and (ii) to have Agritek’s authorized common stock remain at 1,499,000,000 shares. On January 25, 2019, stockholders
holding a majority of our voting power approved these actions, specifically 10,326,778 votes of Common Stock outstanding on such
date—together with the vote of the Preferred B Shares (as described in greater detail in “Certain Beneficial Owners…”
below) or 51.4%, of the Company’s permitted votes, approved the corporate actions described below
Stockholders of record at the close
of business on January 25, 2019 are entitled to notice of these stockholder actions by written consent. Because these actions have
been approved by the holders of the required majority of the voting power of our voting stock, no proxies were or are being solicited.
The Amendments will not be effected until at least 20 calendar days after the mailing of the Definitive Information Statement accompanying
this Notice. We anticipate that the Amendments will become effective on or about March 26, 2019, at such time as a certificate
of amendment to our Articles is filed with the Secretary of State of Delaware.
ABOUT THE DEFINITIVE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE DEFINITIVE
INFORMATION STATEMENT?
This Definitive Information Statement
is being furnished to you pursuant to Section 14 of the Exchange Act to notify the Company’s Stockholders as of the close
of business on the Record Date of the Corporate Actions taken by a majority of the Company’s Stockholders.
Stockholders holding a majority of the
Company’s outstanding voting capital stock have voted in favor of the Corporate Actions as outlined in this Information Statement,
which action is expected to be effective on a date that is at least 20 days after the mailing of this Definitive Information Statement.
WHO IS ENTITLED TO NOTICE?
Each outstanding share of the Company’s
voting securities on the close of business on the Record Date is entitled to notice of each matter voted on by the Stockholders.
Stockholders as of the close of business on the Record Date that held the authority to cast votes in excess of fifty percent (50%)
of the Company’s outstanding voting power have voted in favor of the Corporate Actions. Under the DGCL, stockholder approval
may be taken by obtaining the written consent and approval of more than 50% of the holders of voting stock in lieu of a meeting
of the Stockholders.
WHAT CONSTITUTES THE VOTING SHARES
OF THE COMPANY?
The voting power entitled to vote on
the Corporate Actions consists of the vote of the holders of a majority of the Company’s outstanding voting securities as
of the Record Date. As of the Record Date, the Company’s voting securities consisted of 1,170,544,913 shares of Common Stock
and 1,000 shares of Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). The Series
B Preferred Stock has the right to vote in aggregate, on all shareholder matters, equal to 51% of the total vote. The Series B
Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of the
Company are issued or outstanding in the future. The Series B Preferred Stock shall have a right to vote on all matters presented
or submitted to the Corporation’s stockholders for approval in pari passu with holders of the Corporation’s common
stock, and not as a separate class.
WHAT CORPORATE MATTERS DID THE STOCKHOLDERS
VOTE FOR, AND HOW DID THEY VOTE?
Stockholders holding a majority of our
outstanding voting securities have voted in favor of the following proposals:
|
1.
effect a reverse stock split at a ratio of 1-for-200, and
2.
to have Agritek’s authorized common stock remain at 1,499,000,000 shares.
|
WHAT VOTE IS REQUIRED TO APPROVE
THE CORPORATE ACTIONS?
No further vote is required for approval
of the Corporate Actions.
OUTSTANDING VOTING SECURITIES
As of the Record Date, the Company’s
authorized capital consisted of 1,500,000,000 shares of capital stock, 1,499,000,000 of which are authorized as Common Stock and
1,000,000 are authorized as preferred stock of which 1,000 are authorized as Series B Preferred Stock. As of the Record Date, 1,170,544,913
shares of Common Stock, and 1,000 shares of Series B Preferred Stock were issued and outstanding.
Each share of outstanding Common Stock
is entitled to one vote on matters submitted to the Stockholders. The Series B Preferred Stock has the right to vote in aggregate,
on all shareholder matters, equal to 51% of the total vote.
The following Stockholders voted in
favor of the Corporate Actions:
Series B Preferred Stock Votes
Name
|
|
Number of Votes
|
|
Percentage of Total Votes (1)
|
B. Michael Friedman
|
|
|
1000
|
|
|
|
100.0
|
%
|
(1)
|
Percentage based upon 1,000 shares
of Series B Preferred Stock issued and outstanding as of the Record Date. On the record date there were 1,170,544,913
shares of common sock outstanding, accordingly the 1,000 shares of Series B Preferred Stock had the voting power of
1,218,322,256 shares, representing 51% of the voting shares.
|
Pursuant to Rule 14c-2 under the Exchange
Act, the proposals will not be adopted until a date at least 20 days after the date on which this Definitive Information Statement
has been mailed to the Stockholders. The Company anticipates that the actions contemplated herein will be effected on or about
the close of business on March 26, 2019.
The Company has asked brokers and other
custodians, nominees and fiduciaries to forward this Definitive Information Statement to the beneficial owners of the Company’s
securities held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such
material.
This Definitive Information Statement
will serve as written notice to Stockholders pursuant to the laws of the State of Delaware.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information
known to the Company with respect to the beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) of
the outstanding common stock of the Company as of January 25, 2019 by: (1) each person known by the Company to beneficially own
5% or more of the Company’s outstanding common stock; (2) each of the named executive officers as defined in Item 402(a)(3)
of Regulation S-K; (3) each of the Company’s directors; and (4) all of the Company’s named executive officers and directors
as a group.
As of January 25, 2019, there were a total of 1,170,544,913 shares of common stock and 1,000 shares of Series B
Preferred Stock issued and outstanding. Each share of common stock is entitled to one vote on matters on which holders of voting
stock of the Company are eligible to vote. The Series B Preferred Stock has the right to vote in aggregate, on all shareholder
matters, equal to 51% of the total vote.
The Series B Preferred Stock will be entitled to this 51% voting right no matter how
many shares of common stock or other voting stock of the Company are issued or outstanding in the future. The Series B Preferred
Stock shall have a right to vote on all matters presented or submitted to the Corporation’s stockholders for approval in
pari passu with holders of the Corporation’s common stock, and not as a separate class.
The number of shares beneficially owned
is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared
voting power or investment power
plus
any shares which such person or entity has the right to acquire within sixty
(60) days of January 25, 2019 through the exercise or conversion of any stock option, convertible security, warrant or other right.
Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such
power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
|
|
|
Common Stock
|
|
|
|
Series B Preferred Stock
|
|
|
|
|
Number of
|
|
|
|
Percentage of
|
|
|
|
Number of
|
|
|
|
Percentage of
|
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
Name and Address
|
|
|
Beneficially Owned
|
|
|
|
Beneficially Owned (1)
|
|
|
|
Beneficially Owned (2)
|
|
|
|
Beneficially Owned (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suneil Singh Mundie
777 Brickell Ave, Suite 500
Miami, FL. 33131
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (1 person)
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Michael Friedman
777 Brickell Ave, Suite 500
Miami, FL. 33131
|
|
|
10,326,778
|
|
|
|
0.09
|
%
|
|
|
1,000
|
|
|
|
100
|
%
|
(1)
|
Based on a total of an aggregate of 1,170,544,913 shares of common stock outstanding and 1,000 shares of Series B Preferred Stock outstanding.
|
(2)
|
The
Series B Preferred Stock gives its owner(s) the right to vote 51% on all matters state law requires be the subject of shareholder
approval. Mr. Friedman (who also owns 10.23 MM common shares) is the only owner of the Series B Preferred Stock and, accordingly,
his vote is dispositive of issues put to Company shareholders.
|
INTRODUCTION
Delaware 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.
Delaware 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 a company.
On January 25, 2019, the board of directors
of Agritek Holdings, Inc. (“Agritek” or the “Company”) authorized an amendment of Agritek’s certificate
of incorporation, as amended (the “Certificate of Incorporation”), to (i) effect a reverse stock split at a ratio of
1-for-200. On January 25, 2019, stockholders holding a majority of our voting power approved these actions, specifically 10,326,778
votes of Common Stock outstanding on such date—together with the vote of the Preferred B Shares (as described in greater
detail in “Certain Beneficial Owners…” above) or 51.4%, of the Company’s permitted votes, approved the
corporate actions described below
DISSENTERS’ RIGHTS
There are no rights of appraisal or
similar rights of dissenters with respect to any matter described in this Definitive Information Statement.
EXPENSES
The costs of preparing, printing and
mailing this Definitive Information Statement will be borne by Agritek.
AMENDMENT OF OUR CERTIFICATE OF INCORPORATION
TO EFFECT
THE REVERSE STOCK SPLIT
GENERAL
On January 25, 2019, our board authorized
an amendment of our Certificate of Incorporation to effect a reverse stock split at a ratio of 1-for-200. On January 25, 2019,
stockholders holding a majority of our voting power approved this action. Pursuant to the Reverse Stock Split, each two hundred
(200) shares of our common stock will be automatically converted, without any further action by the stockholders, into one share
of common stock. No fractional shares of common stock will be issued as the result of the reverse stock split. Instead, the Company
will issue to the stockholders one additional share of common stock for each fractional share which would otherwise be required
to be issued. The Company anticipates that the effective date of the reverse stock split will be on or about March 26, 2019.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT
WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OF SHARES PURSUANT TO
THE FRACTIONAL SHARES.
PURPOSES AND EFFECT OF THE REVERSE
STOCK SPLIT
Our Board believes that, among other
reasons, the number of outstanding shares of common stock have contributed to a lack of investor interest in the Company and has
made it difficult for the Company to attract new investors and potential business candidates. The rationale of our Board’s
proposed reverse stock split was generally to attract business opportunities for the Company and liquidity for our traded shares.
The Board has determined that it would be in the Company’s (and shareholders”) best interest after due consideration
of certain factors including, but not limited to the following:
(i) the current
trading price of the Company’s shares of common stock on the OTC Pink market and potential to increase the marketability
and liquidity of the Company’s common stock;
(ii) possible
reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their
own portfolios;
(iii) desire
to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for
trading on other markets;
(iv) posturing
the Company and its structure in favorable position in order to effectively negotiate with potential acquisition candidates; and
(v) provide
the management of the Company with additional flexibility to issue shares to facilitate future stock acquisitions and financing
for the Company.
While there
can be no assurance that the reverse will have the desired benefits, the Board (in the exercise of discretion by the business judgment
rule) believes that the reverse split is in the best interest of the Company and its shareholders.
However, the effect of the reverse stock
split, if any, upon the stock price for our common stock cannot be predicted, and the history of similar stock split combinations
for companies like us is varied. Further, we cannot assure you that the stock price of our common stock after the reverse stock
split will rise in proportion to the reduction in the number of shares of common stock outstanding as a result of the reverse stock
split because, among other things, the stock price of our common stock may be based on our performance and other factors as well.
The principal effect of the reverse
stock split will be a decrease in the number of shares of common stock issued and outstanding from 1,170,544,913 shares as of January
25, 2019,
to approximately 5,852,725 shares. The reverse stock split will affect all of our stockholders uniformly
and will not affect any stockholder’s percentage ownership interest in the Company or proportionate voting power, except
to the extent that the reverse stock split results in any of our stockholders holding a fractional share of our common stock. The
common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split shall
not affect any rights, privileges or obligations with respect to the shares of common stock existing prior to the reverse stock
split, nor does it increase or decrease the market capitalization of the Company. The reverse stock split is not intended as, and
will not have the effect of, a “going private transaction” under Rule 13e-3 of the Exchange Act. We will continue to
be subject to the periodic reporting requirements of the Exchange Act.
The number of shares of Common Stock
that the Corporation is authorized to issue shall not be affected by the Reverse Stock Split, and shall remain at 1,499,000,000,
post the Reverse Split. By decreasing the number of issued and outstanding shares of common stock, more shares of common stock
are available for issuance as a result of the reverse stock split. The Board believes that the availability of more shares of common
stock for issuance will allow the Company greater flexibility in pursuing financing from investors and issuing shares of common
stock in exchange for such financing, meeting business needs as they arise, taking advantage of favorable opportunities, and responding
to a changing corporate environment.
The following chart depicts the capitalization
structure of the Company both pre-reverse stock split and post-reverse stock split (the post-split shares of common stock may differ
slightly based on the number of fractional shares):
Pre-Reverse Stock Split
|
|
|
|
|
|
Authorized Shares of Common Stock
|
|
Issued Shares
|
|
Authorized but Unissued
|
1,499,000,000
|
|
1,170,544,913
|
|
328,455,087
|
|
|
|
|
|
|
|
|
|
|
Post-Reserve Stock Split
|
|
|
|
|
|
Authorized Shares of Common Stock
|
|
Issued Shares
|
|
Authorized but Unissued
|
1,499,000,000
|
|
5,852,725
|
|
1,493,147,275
|
CERTAIN RISKS ASSOCIATED WITH REVERSE
STOCK SPLIT
You should recognize that you will own
a lesser number of shares of common stock than you presently own. While we hope that the reverse stock split will result in an
increase in the potential stock price of our common stock, we cannot assure you that the reverse stock split will increase the
potential stock price of our common stock by a multiple equal to the inverse of the reverse stock split ratio or result in the
permanent increase in any potential stock price (which is dependent upon many factors, including our performance and prospects).
Should the stock 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 occur in the absence of a reverse stock split. Furthermore, the possibility exists
that potential liquidity in the stock price of our common stock could be adversely affected by the reduced number of shares of
common stock 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. As a result, we
cannot assure you 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 CONSUMMATION OF MERGERS WITH THE COMPANY OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL
STOCKHOLDER, AND THUS MAKE IT MORE DIFFICULT TO REMOVE MANAGEMENT.
A possible effect of the reverse stock
split is to discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the
Company’s voting securities and the removal of incumbent management. Our management could use the additional shares of common
stock available for issuance to resist or frustrate a third-party take-over effort favored by a majority of the independent Stockholders
that would provide an above market premium by issuing additional shares of common stock.
The reverse stock split is not the result
of management’s knowledge of an effort to accumulate the Company’s securities or to obtain control of the Company by
means of a merger, tender offer, solicitation or otherwise. Nor is the reverse stock split 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 reasons for the reverse stock split are to increase the stock price of our common stock and to increase
the number of shares of common stock that the Company is able to issue in order to attract potential investors and conduct equity
financings.
PROCEDURE FOR EFFECTING REVERSE STOCK
SPLIT AND EXCHANGE OF STOCK CERTIFICATES
We anticipate that the reverse stock
split will become effective on or about March 26, 2019, or as soon thereafter as is reasonably practicable (the “
Effective
Date
”). Beginning on the Effective Date, each stock certificate representing pre-reverse stock split shares of common
stock will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares of common stock.
Our transfer agent, VStock Transfer,
LLC, will act as exchange agent (the “
Exchange Agent
”) for purposes of implementing the exchange of stock certificates.
Holders of pre-reverse stock split shares of common stock are asked to surrender to the Exchange Agent stock certificates representing
pre-reverse stock split shares of common stock in exchange for stock certificates representing post-reverse stock split shares
of common stock. No new stock certificates will be issued to a stockholder until such stockholder has surrendered the outstanding
stock certificate(s) held by such stockholder, together with a properly completed and executed letter of transmittal.
Further, prior to filing the certificate
of amendment to the Certificate of Incorporation reflecting the reverse stock split, we must first notify the Financial Industry
Regulatory Authority (“
FINRA
”) by filing the Issuer Company Related Action Notification Form no later than ten
(10) days prior to our anticipated effective date of March 26, 2019, for the reverse stock split. Our failure to provide such notice
may constitute fraud under Section 10 of the Exchange Act.
STOCKHOLDERS SHOULD NOT DESTROY ANY
STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
FRACTIONAL SHARES
No fractional shares of common stock
will be issued as the result of the reverse stock split. Instead, the Company will issue to the stockholders one additional share
of common stock for each fractional share.
ACCOUNTING MATTERS
The reverse stock split will not affect
the par value of a share of our common stock. Our capital account would remain unchanged after implementation of the reverse stock
split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding. We
do not anticipate that any other accounting consequences would arise as a result of the reverse stock split.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements
of the Exchange Act, and in accordance therewith, file reports, information statements and other information, including annual
and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street, N.E., Washington DC 20549. Copies
of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F. Street, N.E.,
Washington DC 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains
reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic
Data Gathering, Analysis and Retrieval System.
You may request a copy of documents
filed with or furnished to the SEC by us, at no cost, by writing Agritek Holdings, Inc., 777 Brickell Ave, Suite 500, Miami, FL
33131, Attn: Neil Singh Mundie, CEO or telephoning the Company at (310) 205.2560
DELIVERY OF DOCUMENTS TO SECURITY
HOLDERS SHARING AN ADDRESS
If hard copies of the materials are
requested, we will send only one Definitive Information Statement and other corporate mailings to stockholders who share a single
address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a
separate copy of the Definitive Information Statement to a stockholder at a shared address to which a single copy of the Definitive
Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating
(i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Definitive
Information Statement, to the Company at 777 Brickell Ave, Suite 500, Miami, FL 33131, Attn: Neil Singh Mundie, CEO or telephoning
the Company at (310) 205.2560
If multiple stockholders sharing an
address have received one copy of this Definitive Information Statement or any other corporate mailing and would prefer the Company
to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal
executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Definitive Information
Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the
shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive
offices.
By Order of the Board of Directors
Agritek Holdings, Inc.
/s/ Suneil Singh Mundie
Suneil Singh Mundie
Chief Executive Officer
10