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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION
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 |
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
| 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: |
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
4500
SE Pine Valley Street
Port
Saint Lucie, FL 34952
(772)
323-0625
June
27, 2022
To
the Holders of Common Stock of Altitude International Holdings, Inc.:
This
Information Statement is first being mailed on or about July 7, 2022 to the holders of record of the outstanding common stock,
no par value (the “Common Stock”) of Altitude International Holdings, Inc., a New York corporation (the “Company”),
as of the close of business on June 23, 2022 (the “Record Date”), to inform the stockholders of actions already approved
by written consent of the majority stockholders holding approximately 50.38% of the voting power of the Company’s Common
Stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the proposals
will not be effective until at least 20 calendar days after the mailing of this Information Statement to our stockholders, warrant holders
and convertible note holders. Therefore, this Information Statement is being sent to you for informational purposes only.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The
actions to be effective at least 20 days after the mailing of this Information Statement are:
| ● | To approve the granting of discretionary authority to the Company’s board of directors (the “Board”), at any time or times for a period of up to twelve months from the Record Date, to adopt an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split (the “Reverse Stock Split”) with a ratio of up to 1 for 400 (the “Reverse Stock Split Ratio”) of the Company’s issued and outstanding shares of Common Stock. |
The
enclosed information statement contains information pertaining to the matters acted upon.
Pursuant
to rules adopted by the Securities and Exchange Commission, you may access a copy of the information statement at https://altdintl.com.
This
is not a notice of a meeting of stockholders and no stockholders’ meeting will be held to consider the matters described herein.
This Information Statement is being furnished to you solely for the purpose of informing stockholders of the matters described herein
pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.
ACCORDINGLY,
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION.
This
Information Statement will serve as written notice to stockholders of the Company pursuant to the Nevada Revised Statutes.
| By Order of the Board of Directors. |
|
| June 27, 2022 |
/s/ Gregory Breunich |
|
Gregory |
|
| Chief Executive Officer |
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF ALTITUDE INTERNATIONAL HOLDINGS, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
4500
SE Pine Valley Street
Port
Saint Lucie, FL 34952
(772)
323-0625
INFORMATION
STATEMENT
(Preliminary)
June
27, 2022
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
This
Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being sent, pursuant
to Section 14C of the Exchange Act, to the holders of record as of June 23, 2022 (the “Record Date”) of Common Stock,
no par value (the “Common Stock”), of Altitude International Holdings, Inc. a New York corporation (the “Company,”
“we,” “our” or “us”), to notify the Common Stock holders of the following:
On
June 27, 2022, the Company received a written consent in lieu of a meeting by the holders of approximately 50.38% of the
voting power the Common Stock (the “Majority Stockholders”) approving the following actions:
| ● | To approve the granting of discretionary authority to the Company’s board of directors (the “Board”), at any time or times for a period of up to twelve months from the Record Date, to adopt an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split (the “Reverse Stock Split”) with a ratio of up to 1 for 400 (the “Reverse Stock Split Ratio”) of the Company’s issued and outstanding shares of Common Stock. |
On
June 24, 2022, the Board approved, and recommended for approval to the Majority Stockholders, the Reverse Stock Split to be effectuated
within twelve months of the Record Date.
On
June 27, 2022, the Majority Stockholders approved authorization of the Board to effect the Reverse Stock Split within twelve months
of the Record Date. Accordingly, your consent is not required and is not being solicited.
We
will commence mailing the notice to the holders of Common Stock on or about July 7, 2022.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN
ACTIONS TAKEN BY THE MAJORITY STOCKHOLDERS.
The
entire cost of furnishing this Information Statement will be borne by the Company. We 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.
The
following table sets forth the name of the Majority Stockholders, the number of shares of Common Stock held by the Majority Stockholders,
the total number of votes that the Majority Stockholders voted in favor of the Reverse Stock Split and the percentage of the issued and
outstanding voting equity of the Company that voted in favor thereof.
| Name of Majority Stockholders |
Number of Shares of Common Stock held |
Number of Votes held by Majority Stockholders |
Number of Votes that Voted in favor of the Action |
Percentage of the Voting Equity that Voted in favor of the Action |
||||||||||||
| Gregory Anthony | 21,000,000 | 21,000,000 | 21,000,000 | 5.70 | % | |||||||||||
| Gregory Breunich | 79,308,804 | 79,308,804 | 79,308,804 | 21.52 | % | |||||||||||
| Scott Del Mastro | 43,039,295 | 43,039,295 | 43,039,295 | 11.68 | % | |||||||||||
| Gabriel Jaramillo | 42,375,009 | 42,375,009 | 42,375,009 | 11.50 | % | |||||||||||
| Total | 185,723,108 | 185,723,108 | 185,723,108 | 50.38 | % | |||||||||||
ACTIONS
TO BE TAKEN
This
Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholders.
The
Reverse Stock Split will become effective on the date that we file the Amendment with the Secretary of State of the State of New York.
Such filing can occur no earlier than twenty (20) calendar days after the mailing of this Information statement.
Notwithstanding
the foregoing, we must first notify the Financial Industry Regulatory Authority (“FINRA”) of the intended Reverse
Stock Split by filing an Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated record
date of such action.
REVERSE
STOCK SPLIT
General
Our
Board and Majority Stockholders have approved the Reverse Stock Split in order to provide for meeting minimum Nasdaq requirements for
listing (such as a minimum stock price of $4.00), and the Board and our Majority Stockholders have determined that it is in the best
interests of our stockholders in general to provide our Board with the flexibility to effect the Reverse Split in a ratio of up to 1
for 400 (the “Reverse Stock Split Ratio”), at any time or times for a period of up to twelve months from the Record
Date.
The
Reverse Stock Split, as approved by our stockholders, will become effective upon the filing of the Amendment with the Secretary of State
of the State of New York, or at the later time set forth in the Amendment, subject to the approval of FINRA. The filing may occur any
time after 20 days from the date of completion of mailing of this Information Statement to our stockholders of record as of June 23,
2022. The exact timing of the Amendment will be determined by our Board based on its evaluation as to if and when such action will
be the most advantageous to the Company and our stockholders. In addition, our Board reserves the right, notwithstanding stockholder
approval and without further action by the stockholders, to abandon the Amendment and the Reverse Stock Split if, at any time prior to
the effectiveness of the filing of the Amendment with the Secretary of State of the State of New York, our Board, in its sole discretion,
determines that it is no longer in our best interest and the best interests of our stockholders to proceed.
We
do not have any current plans, arrangements or understandings relating to the issuance of any additional shares of authorized Common
Stock that will become available following the Reverse Stock Split other than a contemplated primary offering of our equity securities
in connection with the potential uplisting of the Common Stock to The Nasdaq Stock Market (the “Nasdaq”).
The
proposed form of Amendment to our Articles of Incorporation, as amended, to effect the Reverse Stock Split is attached as Appendix A
to this Information Statement. Any amendment to our Articles of Incorporation, as amended, to effect the Reverse Stock Split will include
the Reverse Stock Split Ratio fixed by our Board, within the range approved by our stockholders.
Reasons
for Proposed Amendment
The
Board believes that listing our Common Stock on Nasdaq will increase the liquidity of our Common Stock by providing us with a market
for the Common Stock that is more accessible than if our Common Stock were to continue to trade on the OTC maintained by the OTC Markets
Group, Inc. Such alternative markets are generally considered to be less efficient than, and not as broad as, the Nasdaq. Among other
factors, trading on the Nasdaq may increase liquidity and potentially minimize the spread between the “bid” and “asked”
prices quoted by market makers. Further, such a listing may enhance our access to capital, increase our flexibility in responding to
anticipated capital requirements and facilitate the use of our Common Stock in any strategic or financing transactions that we may undertake.
We believe that prospective investors will view an investment in the Company more favorably if our shares qualify for listing on the
Nasdaq as compared with the OTC markets. The Board has also determined that the consummation of the Reverse Stock Split may be necessary
to achieve compliance with the listing requirements of Nasdaq.
The
Board also believes that the current low per share market price of our Common Stock has a negative effect on the marketability of our
existing shares. The Board believes there are several reasons for this effect. First, certain institutional investors have internal policies
preventing the purchase of low-priced stocks. Second, a variety of policies and practices of broker-dealers discourage individual brokers
within those firms from dealing in low-priced stocks. Third, because the brokers’ commissions on low-priced stocks generally represent
a higher percentage of the stock price than commissions on higher priced stocks, the current share price of our Common Stock can result
in individual stockholders paying transaction costs (commissions, markups or markdowns) that are a higher percentage of their total share
value than would be the case if the share price of the Common Stock were substantially higher. This factor is also believed to limit
the willingness of some institutions to purchase the Common Stock. The Board anticipates that a Reverse Stock Split will result in a
higher bid price for our Common Stock, which may help to alleviate some of these problems.
We
expect that a Reverse Stock Split of our Common Stock will increase the market price of the Common Stock so that we are able to obtain
compliance with the initial listing minimum bid price listing standard of Nasdaq. However, the effect of a Reverse Stock Split on the
market price of the Common Stock cannot be predicted with any certainty, and the history of similar stock split combinations for companies
in like circumstances is varied. It is possible that the per share price of the Common Stock after the Reverse Stock Split will not rise
in proportion to the reduction in the number of shares of the Common Stock outstanding resulting from the Reverse Stock Split, effectively
reducing our market capitalization, and there can be no assurance that the market price per post-reverse split share will either exceed
or remain in excess of the prescribed initial listing minimum bid price for a sustained period of time. The market price of our Common
Stock may vary based on other factors that are unrelated to the number of shares outstanding, including our future performance.
If
the Reverse Stock Split successfully increases the per share price of our Common Stock, as to which no assurance can be given, the Board
believes this increase will aid us in obtaining listing on Nasdaq and may facilitate future financings and enhance our ability to attract,
retain, and motivate employees and other service providers.
PLEASE
NOTE THAT UNLESS SPECIFICALLY INDICATED TO THE CONTRARY, THE DATA CONTAINED IN THIS INFORMATION STATEMENT, INCLUDING BUT NOT LIMITED
TO SHARE NUMBERS, CONVERSION PRICES AND EXERCISE PRICES OF OPTIONS AND WARRANTS, DOES NOT REFLECT THE IMPACT OF THE REVERSE STOCK SPLIT
THAT MAY BE EFFECTUATED.
Implementation
and Effects of the Reverse Stock Split
If
the Board elects to implement the Reverse Stock Split, which the Board may choose not to do at its discretion, the Reverse Stock Split
would have the following effects:
| ● | the number of shares of the Common Stock owned by each Stockholder will automatically be reduced proportionately based on the reverse stock split ratio determined by the Board; |
|
| ● | the number of shares of the Common Stock issued and outstanding will be reduced proportionately; |
|
| ● | proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders thereof to purchase shares of the Common Stock, which will result in approximately the same aggregate price being required to be paid for such options or warrants upon exercise of such options or warrants immediately preceding the reverse stock split; and |
|
| ● | a proportionate adjustment will be made to the per share conversion price under the terms of the Company’s outstanding convertible promissory notes. |
The
table set forth below illustrates the Company’s capitalization subsequent to the Reverse Stock Split in varying ratios with the
ratio of 1-for-400 being the maximum ratio which may be effectuated by the Board. This model is based on the total number of shares issued
and outstanding as of the Record Date and gives effect to the Reverse Stock Split, as well as shares of Common Stock issued and outstanding
and issuable upon the conversion/exercise of promissory notes, options and warrants.
| Reverse Stock Split Ratio |
Shares of Common Stock issued and outstanding following the Reverse Stock Split |
Shares of Common Stock available for future issuance following the Reverse Stock Split |
||||||
| 1:300 | 1,228,736 | 598,771,264 | ||||||
| 1:400 | 921,552 | 599,078,448 | ||||||
The
Board may decide not to proceed with the Reverse Stock Split for various reasons including general stock market/business conditions.
The
Reverse Stock Split will not affect the rights of Stockholders or any Stockholder’s proportionate equity interest in the Company,
subject to the treatment of fractional shares. At this time the Company has no plans to issue such additional shares of its capital stock,
other than (i) as required for existing and additional financings, and (ii) as compensation and incentives to employees and directors
under the Company’s existing stock incentive plans and other arrangements that may be undertaken.
The
future issuance of such authorized shares may have the effect of diluting the Company’s earnings per share and book value per share,
as well as the stock ownership and voting rights of the current Stockholders. The effective increase in the number of authorized but
unissued shares of the Common Stock may be construed as having an anti-takeover effect by permitting the issuance of shares to purchasers
who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of the Company’s Articles of
Incorporation or Bylaws.
Fractional
Shares
No
scrip or fractional share certificates will be issued in connection with the Reverse Stock Split. In lieu of issuing fractional shares,
stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by
the ratio of the Reverse Stock Split will automatically be entitled to receive an additional fraction of a share of Common Stock to round
up to the next whole share.
Risks
Associated with the Reverse Stock Split
There
are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in a sustained increase in the
per share price of our Common Stock. There is no assurance that:
| ● | the market price per share of the Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of the Common Stock outstanding before the Reverse Stock Split; |
|
| ● | the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks; or |
|
| ● | the Reverse Stock Split will result in a per share price that will increase our ability to attract and retain employees and other service providers. |
Stockholders
should note that the effect of the Reverse Stock Split, if any, upon the market price for the Common Stock cannot be accurately predicted.
In particular, we cannot assure you that prices for shares of the Common Stock after the Reverse Stock Split will be two (2) to four
(4) times, as applicable, the prices for shares of the Common Stock immediately prior to the Reverse Stock Split. Furthermore, even if
the market price of the Common Stock does rise following the Reverse Stock Split, we cannot assure you that the market price of the Common
Stock immediately after the proposed Reverse Stock Split will be maintained for any period of time. Even if an increased per-share price
can be maintained, the Reverse Stock Split may not achieve the desired results that have been outlined above. Moreover, because some
investors may view the Reverse Stock Split negatively, we cannot assure you that the Reverse Stock Split will not adversely impact the
market price of the Common Stock.
The
market price of the Common Stock will also be based on our performance and other factors, some of which are unrelated to the Reverse
Stock Split or the number of shares outstanding. If the Reverse Stock Split is effected and the market price of the Common Stock declines,
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. The total market capitalization of the Common Stock after implementation of the Reverse Stock
Split when and if implemented may also be lower than the total market capitalization before the Reverse Stock Split. Furthermore, the
liquidity of the Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse
Stock Split.
While
we anticipate that the Reverse Stock Split will be sufficient to obtain our listing on Nasdaq, it is possible that, even if the Reverse
Stock Split results in a bid price for the Common Stock that exceeds the required price per share another reverse split may be necessary
in the future and we may not be able to continue to satisfy the other criteria for continued listing of the Common Stock on Nasdaq.
Authorized
Shares
As
of the Record Date, there were 600,000,000 shares of authorized Common Stock and 5,000,000 shares of authorized preferred stock. As of
the Record Date, there were 368,620,905 shares of Common Stock issued and outstanding, and 51 shares of preferred stock issued and outstanding.
As
a result of the Reverse Stock Split, the number of shares remaining available for future issuance under the Company’s authorized
pool of Common Stock would increase. In addition, the Company will continue to have 5,000,000 authorized shares of preferred stock, and
51 shares of preferred stock issued and outstanding.
These
authorized but unissued shares would be available for issuance from time to time for corporate purposes such as raising additional capital,
acquisitions of businesses or assets and sales of stock or securities convertible into Common Stock. The Company believes that the availability
of the authorized but unissued shares will provide it with the flexibility to meet business needs as they arise, to take advantage of
favorable opportunities and to respond to a changing corporate environment. If the Company issues additional shares, the ownership interests
of holders of the Common Stock may be diluted. Also, if the Company issues shares of its preferred stock, the issued shares may have
rights, preferences and privileges senior to those of the Common Stock.
No
Dissenters’ Rights
No
dissenters’ or appraisal rights are available to the Company’s stockholders as of the Record Date under New York law, the
Restated Certificate of Incorporation, or the bylaws of the Company in connection with the Actions.
Anti-Takeover
Effects of the Reverse Stock Split
A
possible effect of the Reverse Stock Split may be 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. The Board 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 our Common Stock.
The
Reverse Stock Split is not the result of the Board’s knowledge of an effort to accumulate any of 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 the Board to adopt a series of amendments to the Articles of Incorporation or our Bylaws to institute an anti-takeover provision.
We do not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover
consequences.
Although
the Reverse Stock Split is not being undertaken by the Board to institute an anti-takeover provision, in the future the Board could,
subject to its fiduciary duties and applicable law, use the unissued shares of Common Stock to frustrate persons seeking to take over
or otherwise gain control of the Company by, for example, privately placing shares with purchasers who might side with the Board in opposing
a hostile takeover bid. Shares of Common Stock could also be issued to a holder that would thereafter have sufficient voting power to
assure that any proposal to amend or repeal the Company’s Bylaws or certain provisions of the Articles of Incorporation would not
receive the requisite vote. Such uses of the Common Stock could render more difficult, or discourage, an attempt to acquire control of
the Company, if such transactions were opposed by the Board. However, it is also possible that an indirect result of the anti-takeover
effect of the Reverse Stock Split could be that our stockholders will be denied the opportunity to obtain any advantages of a hostile
takeover, including, but not limited to, receiving a premium to the then current market price of the Common Stock, if the same was so
offered by a party attempting a hostile takeover of the Company.
Determination
of Ratio
The
ratio of the Reverse Stock Split, if implemented, will be a ratio of up to 1-for-400 (the “Reverse Stock Split Ratio”).
Our
Board would carry out a Reverse Stock Split only upon its determination that a Reverse Stock Split would be in the best interests of
our stockholders at that time. In determining the ratio, the Board considered, among other things:
| ● | the historical and projected performance of our Common Stock; |
|
| ● | the potential devaluation of the Company’s market capitalization as a result of the Reverse Stock Split; |
|
| ● | prevailing market conditions; |
| ● | general economic and other related conditions prevailing in our industry and in the marketplace; |
|
| ● | the projected impact of the selected Reverse Stock Split Ratio on trading liquidity in our Common Stock and our ability to list our Common Stock on Nasdaq; |
|
| ● | our capitalization (including the number of shares of our Common Stock issued and outstanding); and |
|
| ● | the prevailing trading price for our Common Stock and the volume level thereof. |
Beneficial
Holders of Common Stock
Upon
the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker or other nominee
in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed
to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in “street name.” However, these
banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders
who hold shares of our Common Stock with a bank, broker or other nominee and who have any questions in this regard are encouraged to
contact their banks, brokers or other nominees.
Registered
“Book-Entry” Holders of Common Stock
Certain
of the registered holders of our Common Stock may hold some or all of their shares electronically in book-entry form with our transfer
agent. These stockholders do not have stock certificates evidencing their ownership of our Common Stock. They are, however, provided
with statements reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry
form with our transfer agent will not need to take action to receive evidence of their shares of Common Stock subsequent to the Reverse
Stock Split.
Holders
of Certificated Shares of Common Stock
Stockholders
holding shares of our Common Stock in certificated form will be sent a transmittal letter by our transfer agent after the effective time
of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its
certificate(s) representing shares of our Common Stock (the “Old Certificates”) to our transfer agent in exchange
for certificates representing the appropriate number of shares of post-Reverse Stock Split Common Stock (the “New Certificates”).
No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly
completed and executed letter of transmittal, to our transfer agent. Stockholders will then receive a New Certificate(s) representing
the number of shares of our Common Stock to which they are entitled as a result of the Reverse Stock Split. Any Old Certificates submitted
for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates.
If an Old Certificate has a restrictive legend on its reverse side, the New Certificate will be issued with the same restrictive legend
on its reverse side.
Regardless
of how stockholders hold our Common Stock (i.e., in book-entry or certificated form), stockholders will not have to pay any service charges
to us or our transfer agent in connection with the reverse stock split.
Accounting
Matters
The
proposed amendment to our Articles of Incorporation, as amended, will not affect the par value of our Common Stock. As a result, at the
effective time of the Reverse Stock Split, the stated capital on our balance sheet attributable to our Common Stock will be reduced in
the same proportion as the Reverse Stock Split Ratio, and the additional paid-in capital account will be credited with the amount by
which the stated capital is reduced. The per share net income or loss and net book value of our Common Stock will be reclassified for
prior periods to conform to the post-Reverse Stock Split presentation.
Federal
Income Tax Consequences of the Reverse Stock Split
The
following is a summary of certain material United States federal income tax consequences of the Reverse Stock Split. It does not purport
to be a complete discussion of all of the possible United States federal income tax consequences of the Reverse Stock Split and is included
for general information only. Further, it does not address any state, local or foreign income or other tax consequences. This discussion
does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities.
The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change
retroactively as well as prospectively. This summary also assumes that the shares of Common Stock held by our Stockholders before the
Reverse Stock Split were, and the shares of Common Stock held after the Reverse Stock Split will be, held as “capital assets,”
as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment of a Stockholder
may vary depending upon the particular facts and circumstances of such Stockholder. Each stockholder is urged to consult with such Stockholder’s
own tax advisor with respect to the tax consequences of the Reverse Stock Split.
No
gain or loss will be recognized by a Stockholder upon such Stockholder’s exchange of shares held before the Reverse Stock Split
for shares after the Reverse Stock Split. The aggregate tax basis of the shares of the Common Stock received in the Reverse Stock Split
(including any fraction of a share deemed to have been received) will be the same as the Stockholder’s aggregate tax basis in the
shares of our Common Stock exchanged therefor. The Stockholder’s holding period for the shares of our Common Stock after the Reverse
Stock Split will include the period during which the Stockholder held the shares of our Common Stock surrendered in the Reverse Stock
Split.
This
summary of certain material United States federal income tax consequence of the Reverse Stock Split is not binding on the Internal Revenue
Service, the Company or the courts. Accordingly, each Stockholder should consult with his or her own tax advisor with respect to all
of the potential tax consequences to him or her of the Reverse Stock Split.
Tax
Consequences of the Reverse Stock Split Generally
A
reverse split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. Holder generally
should not recognize gain or loss upon the reverse split, except with respect to cash received in lieu of a fractional share of our Common
Stock. A U.S. Holder’s aggregate tax basis in the shares of our Common Stock received pursuant to the reverse split should equal
the aggregate tax basis of the shares of our Common Stock surrendered (excluding any portion of such basis that is allocated to any fractional
share of our Common Stock), and such U.S. Holder’s holding period in the shares of our Common Stock received should include the
holding period in the shares of our Common Stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis
and holding period of the shares of our Common Stock surrendered to the shares of our Common Stock received pursuant to the reverse split.
Holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding
the allocation of the tax basis and holding period of such shares.
Information
Reporting and Backup Withholding. A U.S. Holder (other than corporations and certain other exempt recipients) may be subject to information
reporting and backup withholding when such holder receives cash in lieu of a fractional share of our Common Stock pursuant to the reverse
split. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder does not provide its
taxpayer identification number in the manner required or otherwise fails to comply with applicable backup withholding tax rules. Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit
against the U.S. Holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.
U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures
for obtaining such an exemption.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
ACTIONS
TO BE TAKEN
This
Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholders.
The
Reverse Stock Split will become effective on the date that we file an amendment to the Articles of Incorporation of the Company (the
“Amendment”) with the Secretary of State of the State of New York. Such filing can occur no earlier than twenty (20)
calendar days after the mailing of this information statement to stockholders.
Notwithstanding
the foregoing, we must first notify FINRA of the intended Reverse Stock Split by filing the Issuer Company Related Action Notification
Form no later than ten (10) days prior to the anticipated record date of such action. Our failure to provide such notice may constitute
fraud under Section 10 of the Exchange Act.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except
in their capacity as stockholders (which interest does not differ from that of the other Common Stockholders), none of our officers,
directors or any of their respective affiliates has any interest in the Reverse Stock Split.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following sets forth information as of June 23, 2022, regarding the number of shares of our Common Stock beneficially owned by
(i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named executive
officer and (iii) all of our directors and named executive officer as a group.
Beneficial
ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership generally
includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares
that an individual or entity has the right to acquire beneficial ownership of within 60 days of June 23, 2022, through the exercise
of any option, warrant or similar right (such instruments being deemed to be “presently exercisable”). In computing the number
of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued
upon the exercise of presently exercisable options and warrants are considered to be outstanding. These shares, however, are not considered
outstanding as of June 23, 2022 when computing the percentage ownership of each other person.
To
our knowledge, except as indicated in the footnotes to the following table, and subject to state community property laws where applicable,
all beneficial owners named in the following table have sole voting and investment power with respect to all shares shown as beneficially
owned by them. Percentage of ownership is based on 368,620,905 shares of common stock outstanding as of June 23, 2022. Unless
otherwise indicated, the address of each of the stockholders listed below is: c/o Altitude International
Holdings, Inc., 4500 SE Pine Valley Street, Port Saint Lucie, Florida 34952.
| Amount and | ||||||||||
| Nature of | ||||||||||
| Title of | Beneficial | Percent of | ||||||||
| Name and Address of Beneficial Owner | Class | Ownership (1) | Class (2) | |||||||
| Gregory Anthony | Common Stock | 21,000,000 | 5.70 | % | ||||||
| Gregory Breunich (3) | Common Stock | 79,308,804 | 21.52 | % | ||||||
| Preferred Stock | 51 | 100.00 | % | |||||||
| Scott Del Mastro | Common Stock | 43,039,295 | 11.68 | % | ||||||
| Gabriel Jaramillo | Common Stock | 42,375,009 | 11.50 | % | ||||||
| (1) | Percentage of ownership is based on 368,620,905 common shares outstanding as of June 23, 2022. The number and percentage of shares beneficially owned is determined under the rules of the SEC and the ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. |
|
| (2) | SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants. |
|
| (3) | Mr. Breunich owns 51 shares of preferred stock with voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (x) the Numerator. |
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one 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 Information Statement to a stockholder at a shared address to which a single copy of the 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 Information Statement, to Altitude International Holdings,
Inc., 4500 SE Pine Valley Street, Port Saint Lucie, FL 34952, Attn: CEO.
If
multiple stockholders sharing an address have received one copy of this 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 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.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This
Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements concerning the effects of
the Reverse Stock Split, the possible application for listing or actual listing of our Common Stock on Nasdaq, or another national securities
exchange, and statements using terminology such as “expects,” “should,” “would,” “could,”
“intends,” “plans,” “anticipates,” “believes,” “projects” and “potential.”
Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties
and assumptions. Known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those
contemplated by the statements.
In
evaluating these statements, you should specifically consider various factors that may cause our actual results to differ materially
from any forward-looking statements. You should carefully review the risks listed, as well as any cautionary language, in this Information
Statement and the risk factors detailed under “Risk Factors” in the documents incorporated by reference in this Information
Statement, which provide examples of risks, uncertainties and events that may cause our actual results to differ materially from any
expectations we describe in our forward-looking statements. There may be other risks that we have not described that may adversely affect
our business and financial condition. We disclaim any obligation to update or revise any of the forward-looking statements contained
in this Information Statement. We caution you not to rely upon any forward-looking statement as representing our views as of any date
after the date of this Information Statement. You should carefully review the information and risk factors set forth in other reports
and documents that we file from time to time with the SEC.
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, 100 F Street, N.E., Washington,
DC 20549. 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.
A
copy of any public filing is also available, at no cost, by writing to Altitude International Holdings, Inc., 4500 SE Pine Valley Street,
Port Saint Lucie, FL 34952, Attn: CFO. Any statement contained in a document that is incorporated by reference will be modified or superseded
for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently
filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded
will not be deemed a part of this Information Statement except as so modified or superseded.
This
Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the
Action, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
| By Order of the Board of Directors |
|
| June 27, 2022 |
/s/ Gregory Breunich |
| Gregory Breunich |
|
| Chief Executive Officer |
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
FIRST:
The current name of the corporation is:
Altitude
International Holdings, Inc.
THIRD:
The amendment effected by this certificate is as follows:
Paragraph
_____ of the Certificate of Incorporation relating to Altitude International Holdings, Inc. is amended to read in its entirety as follows:
Authorized
Capital Stock. Each ___ (__) shares of common stock issued and outstanding shall automatically and without any action on the part of
the respective holders thereof, be combined and converted into one (1) share of common stock (the “Reverse Stock Split”).
No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive
fractional shares of common stock shall be rounded up to the next whole share of common stock. The Corporation is hereby authorized to
issue a total of 605,000,000 shares of capital stock consisting of (i) 600,000,000 shares of Common Stock, no par value (“Common
Stock”) and (ii) 5,000,000 shares of preferred stock, no par value (the “Preferred Stock”).
FOURTH:
The certificate of amendment was authorized by: (Check the appropriate box)
☐
The vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of
shareholders
☐
The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.
| X | ||
| (Signature) | (Name of Signer) |
|
| (Title of Signer) |