Additional Information (definitive) (defa14c)
11 August 2017 - 6:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14c- 5(d)(2)
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Definitive Information Statement
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Definitive Additional Material
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CODE
GREEN APPAREL CORP.
(Name
of Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
☒
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No fee
required
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate number
of securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum
aggregate value of transaction:
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(5)
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Total fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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CODE
GREEN APPAREL CORP.
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CONTROL
ID:
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REQUEST
ID:
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IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF INFORMATION STATEMENT MATERIALS
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HOW
TO REQUEST PAPER COPIES OF OUR MATERIALS
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PHONE:
Call
toll free
1-866-752-8683
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FAX:
Send
this card to
202-521-3464
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INTERNET:
https://www.iproxydirect.com/CGAC
and follow the on-screen instructions.
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EMAIL:
proxy@iproxydirect.com
Include your Control ID in your email.
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This
communication represents a notice to access a more complete set of materials available to you on the Internet. We encourage
you to access and review all of the important information contained in the materials. the information statement is available
at:
https://www.iproxydirect.com/CGAC
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If
you want to receive a paper copy of the information statement materials you must request one. There is no charge to you for
requesting a copy. To facilitate timely delivery please make the request, as instructed above, before September 25,
2017.
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WE
ARE NOT ASKING YOU FOR A PROXY OR YOUR VOTE, AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR VOTE
We
are not soliciting proxies for this information statement. This is for
your information only - you are not required to respond or take any other action.
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The
purposes of the information statement are to notify you of the prior approval of the following:
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1.
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1.
the
appointment of two members to our Board of Directors (the “
Board
”);
2.
the
adoption of the Code Green Apparel Corp. 2017 Equity Incentive Plan;
3.
Approval
for the filing of a Certificate of Amendment to the Company’s Articles of Incorporation (the “
Amendment
”)
to increase the number of authorized shares of the Company’s capital stock to five billion (5,000,000,000) shares,
consisting of four billion nine hundred ninety million (4,990,000,000) shares of common stock, $0.001 par value per share
and ten million (10,000,000) shares of preferred stock, $0.001 par value per share, without affecting or modifying the
Company’s previously designated shares of preferred stock in any way;
4.
Approval for our Board of Directors, without further stockholder approval, to effect a reverse stock split of all
of the outstanding common stock of the Company, by the filing of a Certificate of Amendment to the Company’s Articles
of Incorporation with the Secretary of State of Nevada, in a ratio of between one-for-one hundred and one-for-one thousand,
with the Company’s Board of Directors having the discretion as to whether or not the reverse split is to be effected,
and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined
by the Board of Directors in its sole discretion, at any time before the earlier of (a) August 3, 2018; and (b) the date
of the Company’s 2018 annual meeting of stockholders;
5.
the appointment of Soles, Heyn & Company LLP as our independent registered public accounting firm;
6.
the approval of an advisory vote on the frequency of an advisory vote on executive compensation; and
7.
the approval of an advisory vote on executive compensation.
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Pursuant
to new Securities and Exchange Commission rules, you are receiving this Notice that the information statement materials are
available on the Internet. Follow the instructions below to view the materials or request printed copies
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Please
note – This is not a Proxy Card - you cannot vote by returning this card, we are not asking you for
a proxy or your
vote, and you are requested not to send us a proxy or your vote. This is for your
information only - you are not required
to respond or take any other action.
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CODE
GREEN APPAREL CORP.
SHAREHOLDER SERVICES
500 Perimeter Park Drive Suite D
Morrisville NC 27560
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FIRST-CLASS
MAIL
US
POSTAGE
PAID
RALEIGH
NC
PERMIT
# 870
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Time
Sensitive shareholder information enclosed
IMPORTANT
SHAREHOLDER INFORMATION
your
vote is important
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