106 W. Mayflower
This Information Statement is furnished to holders of shares of
common stock, par value $0.00001 per share (the “Common Stock”), of The 4 Less Group, Inc. (the “Company”).
Our Board of Directors (the “Board”) approved on April 20, 2020, and recommended the approval by our stockholders,
of the following corporate actions (“Corporate Actions”):
Certain of our stockholders, holding a majority of our voting power on April 20, 2020 (the “Record Date”),
approved the Corporate Actions by written consent in lieu of a special meeting of stockholders.
As a matter of regulatory compliance, we are sending to you this Information Statement which describes the
purpose and provisions of the contemplated Corporate Actions.
THE 4 LESS GROUP INC
106 W. Mayflower
Las Vegas, Nevada 89030
May 11, 2020
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
We are sending you this Information Statement to inform you of the adoption of the Corporate Actions and the amendment to the Company’s Articles of Incorporation (the “Amendment”), on April 20, 2020, by a vote of stockholders holding a majority of the Company’s voting power. The purpose of this Information Statement is to provide notice that the Company’s majority stockholders, representing 60.3% of the voting power of the Company as of the Record Date, executed a written consent authorizing and approving the following corporate actions (the “Corporate Actions”):
1. The Common Stock Authorized Share Capital Decrease.
The Certificate of Amendment to the Company’s Articles of Incorporation for the Corporate Actions is attached hereto, in similar form and substance, as Exhibit A.
The adoption of the foregoing Corporate Actions will become effective 20 calendar days after the mailing of this Information Statement. The Board of Directors is not soliciting your proxy in connection with the adoption of these Corporate Actions and proxies are not being requested from stockholders.
The Company is distributing this Information Statement to its stockholders in full satisfaction of any notice requirements it may have under the Nevada Revised Statutes. No additional action will be undertaken by the Company with respect to the receipt of written consents, and no dissenters’ rights with respect to the receipt of the written consents, and no dissenters’ rights under the Nevada Revised Statutes are afforded to the Company’s stockholders as a result of the adoption of this Corporate Actions.
Expenses in connection with the distribution of this Information Statement, will be paid by the Company.
This Information Statement is being mailed on or about May 11, 2020 to all Stockholders of record as of the Record Date.
Page 3 of 8
VOTE REQUIRED, MANNER OF APPROVAL
Approval to amend and restate the current Articles of Incorporation of the Company under the Nevada Revised Statutes (“NRS”) requires the affirmative vote of the holders of a majority of the voting power of the Company.
Section 78.320 of the NRS provides, in substance, that, unless the Company’s Articles of Incorporation provides otherwise, stockholders may take action without a meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding voting stock holding not less than the minimum number of votes that would be necessary to approve such action at a stockholders meeting. Under the applicable provisions of the NRS, this action is effective when written consents from holders of record of a majority of the outstanding voting power are executed and delivered to the Company.
In accordance with the NRS, the affirmative vote on the Corporate Actions of at least a majority of the outstanding voting power has been obtained. As a result, no vote or proxy is required by the stockholders to approve the Corporate Actions.
Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), the Corporate Actions cannot take effect prior to the filing of a Certificate of Amendment with the Nevada Secretary of State approximately twenty (20) days after the Mailing Date, which is anticipated to be on or about May 11, 2020.
OTHER INFORMATION REGARDING THE COMPANY
As of the record date, there were 564,764 shares of our Common Stock issued and outstanding, 20,000 shares of the Series B Preferred Stock issued and outstanding, which in aggregate having voting rights equal to 66.7% of all voting rights available at the time of a shareholder vote, 7,000 shares of the Series C Preferred Stock issued and outstanding, which hold no voting rights, and 870 shares of the Series D Preferred Shares issued and outstanding, which hold no voting rights. For the approval of the Corporate Actions, the Company received written consents from 2 stockholders of the Company together holding 60.3% of the voting power of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of the Company’s stock owned beneficially as of the Record Date by: (i) each person (including any group) known by the Company to own more than five percent (5%) of any class of its voting securities, (ii) each of the Company’s directors and each of its named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.
For purposes of this table, a person is deemed to be the beneficial owner of any shares of Common Stock (i) over which the person has or shares, directly or indirectly, voting or investment power, or (ii) of which the person has a right to acquire beneficial ownership at any time within 60 days after the Record Date. “Voting power” is the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares.
Page 4 of 8
