SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the
Securities Exchange Act of 1934
Check
the
appropriate box:
x
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Preliminary
Information Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
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o
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Definitive
Information Statement
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OPTIGENEX
INC.
(Name
of
Registrant As Specified In Charter)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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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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o
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Fee
paid previously with preliminary materials.
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o
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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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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
OPTIGENEX
INC.
1170
Valley Brook Avenue, 2
nd
Floor,
Suite B
Lyndhurst,
NJ 07071
INFORMATION
STATEMENT
August
13, 2008
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"), of Optigenex
Inc., a Delaware Corporation (the "Company"), to notify such Stockholders that
on or about August 11, 2008, the Company received written consent in lieu of
a
meeting of stockholders from a shareholder holding 5,000,000 Series A Super
Preferred shares which represent 100,000,000 voting shares of common
stock. Daniel Zwiren, the Company’s Chairman and Chief Executive
Officer is the holder of the 5,000,000 Series A Super Preferred
shares. As the holder of the Series A Super Preferred shares, Mr.
Zwiren has the right to vote each preferred share in an amount equal to twenty
common shares on all matters submitted to the shareholders. Therefore
the 5,000,000 Series A Super Preferred shares can vote in an amount equal to
100,000,000 common shares and Mr. Zwiren has voted such amount in favor of
approving the Amended Articles of Incorporation of the Company (the
“Amendment”). Accordingly the maximum number of shares of
stock that the Company shall be authorized to have outstanding at any time
shall be increased to (i) two billion and five hundred million (2,500,000,000)
shares of common stock and twenty million (20,000,000) shares of preferred
stock
and, (ii) the par value of the Company’s common and preferred shares shall be
decreased from $0.001 to $0.00001.
On
August 8, 2008, the Board of Directors of the Company approved the Amendment
subject to Stockholder approval. The Majority Stockholders approved the
Amendment by written consent in lieu of a meeting on August 11, 2008 in
accordance with the Delaware Business Corporation Act. Accordingly,
your consent is not required and is not being solicited in connection with
the
approval of the Amendments.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
The
Amendment to the Company's Certificate of Incorporation increased the number
of
shares of stock that the Company shall be authorized to have outstanding at
any
time to 2,500,000,000shares of common stock at a par value of $0.00001, and
20,000,000 shares of preferred stock at a par value of
$0.00001.
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 August 8, 2008, as
the
record date (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 Amendment will not be filed with the Secretary of
State of the State of Delaware or become effective until at least 20 calendar
days after the mailing of this Information Statement.
This
Information Statement is being mailed on or about September ___, 2008 to all
Stockholders of record as of the Record Date.
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 Forms 10-KSB, 10-QSB 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 1024, 450 Fifth
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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Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2008 and
June 30,
2008; Quarterly Report on Form 10-QSB for the quarter ended September
30,
2007.
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2.
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Annual
Report on Form 10-KSB for the year ended December 31,
2007.
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OUTSTANDING
VOTING SECURITIES
As
of the date of the Consent by the Majority Stockholders, August 11, 2008, the
Company had 66,533,776 shares of Common Stock issued and outstanding, and there
were 5,000,000 shares of Series A Super Preferred Stock issued and outstanding.
Each share of outstanding Common Stock is entitled to one vote on matters
submitted for Stockholder approval. Each share of outstanding Series A Super
Preferred Stock is entitled to 20 votes on matters submitted for Stockholder
approval.
On August 11, 2008, Daniel Zwiren, acting with voting power as majority
shareholder executed and delivered to the Company a written consent approving
the Amendment to the Articles of Incorporation. Since the Amendment
to the Articles of Incorporation has been approved by the Majority Stockholders,
no proxies are being solicited with this Information Statement.
The DBCA 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
stock
having not less than the minimum number of votes that would be necessary to
take
such action at a meeting at which all shares entitled to vote thereon were
present.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the
Company's common stock owned on August 8, 2008 by (i) each of whom is known
by
the Company to own beneficially more than 5% of its outstanding Common Stock,
(ii) each director and officer, and (iii) all officers and directors as a
group:
Name
and Address of Directors, Officers and 5% Shareholders
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Amount
and Nature of
Beneficial
Ownership
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Percent
of
Class
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Daniel
Zwiren (1) (2)
1170
Valley Brook Avenue, 2
nd
Floor, Suite B
Lyndhurst,
NJ 07071
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5,000,000
Series A Super Preferred
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100
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%
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Officers
and Directors as a Group (1 person)
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5,000,000
Series A Super Preferred
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100
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%
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(1)
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Indicates
Director
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(2)
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Indicates
Officer
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DISSENTER’S
RIGHTS OF APPRAISAL
The
Stockholders have no right under the DBCA, the Company’s articles of
incorporation consistent with above or By-Laws to dissent from any of the
provisions adopted in the Amendments.
AMENDMENTS
TO THE COMPANY’S ARTICLES OF INCORPORATION TO
INCREASE
THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK, INCREASE THE AUTHORIZED NUMBER
OF SHARES OF PREFERRED STOCK, AND DECREASE THE PAR VALUE OF THE COMMON AND
PREFERRED SHARES.
The
Company's Articles of Incorporation, as amended (the "Articles of
Incorporation") authorizes the maximum number of shares outstanding at any
time
shall be one hundred million (100,000,000) shares of Common Stock $0.001 par
value, and five million (5,000,000) shares of preferred stock $0.001 par
value. On August 8, 2008, the Board of Directors approved an
amendment to the Articles of Incorporation to authorize two billion and five
hundred million (2,500,000,000) shares of Common Stock, twenty million
(20,000,000) shares of preferred stock, and decrease the par value of the
Company’s common and preferred shares to $0.00001. The Board of
Directors is authorized to fix the number of shares of and to determine or
alter
the rights, preferences, privileges and restrictions granted to or imposed
upon
the Common and Preferred Stock. On August 11, 2008, the holders of a majority
of
the outstanding voting shares of Company approved the amendment by written
consent.
Between
August 31, 2005 and July 15, 2008, the Company entered into a series of nine
Securities Purchase Agreements with a group of five accredited investors (New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd., AJW Partners, LLC and AJW Master Fund Ltd., collectively the "Note
Holders") for the sale of an aggregate of $5,716,704 of Callable Secured
Convertible Notes (the "Notes") and warrants to purchase up to 160,625,000
shares of its common stock (the “Warrants”).
The
notes
carry an interest rate of 8% and mature three years from the date of issuance.
Interest is paid quarterly in arrears. The Company is not required to make
any
payments of principal during the three year term of the notes. The notes are
convertible into shares of the Company’s common stock at the note holders'
option, at the lower of (i) a fixed price of $3.20 or (ii) 45% of the average
of
the three lowest intra-day trading prices for the Company’s common stock as
quoted on the Over-the-Counter Bulletin Board for the 20 trading days preceding
the conversion date. The Company also granted the note holders a security
interest in substantially all of its assets.
The
notes
provide for certain Events of Default, which include (i) the non-payment of
principal and/or interest when due, (ii) failure to timely register for resale,
the common shares underlying the conversion of the convertible notes and
warrants if and when required, and (iii) failure to reserve from its authorized
shares an amount equal to two times the number of shares potentially issuable
upon the full conversion of all notes.
If
an
Event of Default occurs, the note holders may demand repayment at the greater
of
(a) 140% of the “Default Sum”, being principal outstanding, together with
accrued interest, default interest due (if any) and registration penalties
due
(if any) or the “parity value” of the Default Sum, where parity value means (a)
the number of shares of Common Stock issuable upon conversion of the Default
Sum, treating the trading day immediately preceding the repayment date as the
“conversion date” for purposes of determining the applicable conversion price,
multiplied by (b) the highest closing price for the Common Stock during the
period beginning on the date of first occurrence of the Event of Default and
ending one day prior to the repayment date.
On
August
31, 2005, the Company sold $1,300,000 of notes to the note holders. As of August
11, 2008, the Company had made voluntary principal payments of $115,555, and
the
note holders had converted $133,981 of their notes into shares of the Company’s
common stock resulting in a remaining principal balance of $1,050,464 as of
such
date. This amount is due in full on August 31, 2008.
On
October 19, 2005, the Company sold $1,350,000 of notes to the note holders.
No
principal payments have been made under these notes and the note holders have
not converted any portion of the notes into shares of the Company’s common
stock. The full principal amount of $1,350,000 is due in full on October 19,
2008.
The
Company advised the note holders that it will not have the necessary funds
to
repay the remaining principal balance of $1,050,464 on August 31, 2008 and
$1,350,000 on October 19, 2008.
On
August
7, 2008, the Company and the note holders entered into a letter agreement as
follows:
(i)
The
note
holders agreed to waive any and all future events of default under all notes
related to Company’s failure to pay principal and/or interest when due until
December 31, 2008. This waiver effectively extends the maturity date of the
August 31, 2005 notes from August 31, 2008 to December 31, 2008. The waiver
also
effectively extends the maturity date of the October 19, 2005 notes from October
19, 2008 to December 31, 2008.
(ii)
In
exchange for this waiver, the Company agreed to amend its Articles of
Incorporation to provide for an increase in the number of authorized shares
from
100,000,000 to 2,500,000,000. The Company also agreed that in the event that
the
number of outstanding shares is equal to or greater than 2,000,000,000, it
will
have 60 days from such date to increase its authorized shares from 2,500,000,000
to 5,000,000,000. This action will satisfy the requirement that the Company
reserve from its authorized shares an amount equal to two times the number
of
shares potentially issuable upon the full conversion of all notes.
(iii)
The
Company also agreed to amend its Articles of Incorporation to decrease the
par
value of its common and preferred shares from $0.001 to $0.00001. The note
holder required this change due to the fact that the Company’s common stock is
trading below the current par value of $0.001. Pursuant to the Delaware General
Corporation Law § 157, the Company cannot issue shares of its common stock at a
value less than par value.
Increase
in Authorized Preferred Shares
The
Board
of Directors believes that it is prudent to have available authorized and
un-issued preferred stock available for general corporate purposes, including
acquisitions, equity financings, stock dividends, stock splits or other
recapitalizations, and grants of stock options. The Company currently has no
arrangements or understandings for the issuance of additional shares of stock,
although opportunities for acquisitions and equity financings could arise at
any
time. If the Board of Directors deems it to be in the best interests of the
Company and the Stockholders to issue shares of preferred stock in the future,
the Board of Directors generally will not seek further authorization by vote
of
the Stockholders, unless such authorization is otherwise required by law or
regulations.
Decrease
in Par Value of Common and Preferred Shares
Pursuant
to the requirements of the Delaware General Corporation Law Section 242, the
Board of Directors of the Company proposed and recommended to the stockholders
to amend the Company’s Articles of Incorporation to decrease the par value for
the Company’s common stock and preferred stock from $0.001 per share to $0.00001
per share. On August 11, 2008, the Majority Stockholders, by written consent
in
lieu of a meeting, approved a Certificate of Amendment to the Company’s Articles
of Incorporation. No further consents, votes or proxies are or were necessary
to
effect the approval of the Certificate of Amendment to the Company’s Articles of
Incorporation.
If
the
proposal had not been adopted by the Majority Stockholders, it would have been
necessary for this action to have been considered by the Company’s stockholders
at a special or annual stockholders’ meeting convened for at least the purpose
of approving the change to the par values.
After
the
additional shares are used for the specific purpose set forth above, the general
purpose and effect of the amendment to the Company's Articles of Incorporation
is to authorize 2,400,000,000 additional shares of Common Stock, 15,000,000
additional shares of Preferred Stock, and a decrease in the par value of the
Common and Preferred Stock from $0.001 to $0.00001.
Specifically,
the increase in authorized shares is necessary based upon the financings
completed by the Company. When the Board of Directors deem it to be in the
best
interests of the Company and the Stockholders to issue additional shares of
Common Stock in the future from authorized shares, the Board of Directors
generally will not seek further authorization by vote of the Stockholders,
unless such authorization is otherwise required by law or regulations. The
Company currently has no other plans than what is described above.
EFFECTIVE
DATE OF AMENDMENTS
Pursuant
to Rule 14c-2 under the Exchange Act, the filing of the Amendment to the
Certificate of Incorporation with the Delaware Secretary of State, or the
effective date of such filing, shall not occur until a date at least twenty
(20)
days after the date on which this Information Statement has been mailed to
the
Stockholders. The Company anticipates that the actions contemplated hereby
will
be effected on or about the close of business on September ___,
2008.
By
Order of the Board of Directors
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/s/
Daniel Zwiren
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Chairman
and Chief Executive Officer
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