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:
o
Preliminary Information Statement
o Confidential, for use of the Commission only
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Definitive Information Statement
MYSKIN, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
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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)
Price per unit or other underlying value of transaction 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:
o
paid previously with preliminary materials.
o
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:
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF MYSKIN, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
MySkin, Inc.
10235 Woodrose Lane
Highlands Ranch, CO 80129
INFORMATION STATEMENT
April 11, 2014
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL INFORMATION
April 11, 2014
Dear Stockholders:
The enclosed Information Statement is being furnished to the holders of record of the shares of the common stock (the “Common Stock”) of MySkin, Inc., a California corporation (the “Company” or “MySkin”), as of the close of business on the record date April 10, 2014 (the “Record Date”). The purpose of the Information Statement is to notify our stockholders that on March 31, 2014, the Company received an unanimous written consent in lieu of a meeting from the members of the Board of Directors (the “Board”) and a written consent of the holders (the “Majority Holders”) of a majority of the issued and outstanding shares of the Company’s Common Stock (the “Written Consent”). The Written Consent adopted resolutions that authorized the Company to effect the following corporate actions:
(1)
Merging with a newly-formed Colorado subsidiary for the purpose of changing the Company’s domicile from California to Colorado, and changing the name to United Cannabis Corporation.
The accompanying Information Statement is being furnished to our stockholders for informational purposes only, pursuant to Section 14 (c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. As described in this Information Statement, the foregoing corporate actions were approved by our Board of Directors (the “Board”) by written consent on March 31, 2014. On March 31, 2014, the Majority Holders, holding a majority of the issued and outstanding Common Stock of the Company, adopted by written consent the resolutions approving the name change and change of domicile which are being accomplished pursuant to the Plan of Merger as set forth in Appendix A. Such written consent constitutes the only stockholder approval required to approve the name change and change of domicile under the California Corporations Code. Because the written consent of the Majority Holders satisfies all applicable stockholder voting requirements, the Board is not soliciting your proxy or consent in connection with the matters discussed above. You are urged to read the Information Statement carefully and in its entirety for a description of the actions taken by the Majority Holders.
The actions will not become Effective before the date which is 21 days after this Information Statement was first mailed to stockholders. The Information Statement is being mailed on or about April 11, 2014, to stockholders of record on April 10, 2014 (the “Record Date”).
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By order of the Board of Directors |
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/s/ Paul D. Enright |
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Paul D. Enright, CEO |
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MySkin, Inc.
10235 Woodrose Lane
Highlands Ranch, CO 80129
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
This Information Statement (the “Information Statement”) is being mailed on or about April 11, 2014 to the holders of record at the close of business on April 10, 2014 (the “Record Date”), of the common stock of MySkin, Inc., a California corporation (“MYSK”, “we”, “us” or the “Company”), in connection with an action taken by written consent of the holders of a majority of our Common Stock in lieu of a meeting to approve the change of the Company’s name to “United Cannabis Corporation” and to redomicile the Company in the State of Colorado (the “Corporate Actions”), and these Corporate Actions will be accomplished pursuant to the Plan of Merger set forth on Appendix A.
The members of the Board of Directors (the “Board”) owning 40,000,000 shares of our issued and outstanding Common Stock (the “Consenting Stockholders”) have executed a written consent approving the Corporate Actions. The Consenting Stockholders held of record on the Record Date approximately 91.7% of the total issued and outstanding Common Stock of the Company, which was sufficient to approve the Corporate Actions. Dissenting stockholders do not have any statutory appraisal rights as a result of the action taken. The Board does not intend to solicit any proxies or consents from any other stockholders in connection with this action. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely to advise stockholders of the actions taken by written consent.
California Corporations Code Section 603 (the “Code”) generally provides that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In order to eliminate the costs and management time involved in obtaining proxies and in order to effect the above actions as early as possible in order to accomplish the purposes of the Company as herein described, the Board consented to the utilization of, and did in fact obtain, the written consent of the four Consenting Stockholders who collectively own shares representing a majority of our Common Stock.
This Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the Company’s stockholders of record on the Record Date. The corporate action described herein will be effective on the 21 st day after the mailing of this Information Statement or April 11, 2014.
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 and will reimburse such persons for their reasonable charges and expenses in connection therewith.
FORWARD LOOKING STATEMENTS
This Information Statement and other reports that the Company files with the U.S. Securities and Exchange Commission (the “SEC”) contain forward-looking statements about the Company’s business containing the words “believes’, “anticipates”, “expects” and words of similar import. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or performance to be materially different from the results or performance anticipated or implied by such forward-looking statements. Given these uncertainties, stockholders are cautioned not to place undue reliance on forward-looking statements. Except as specified in SEC regulations, the Company has no duty to publicly release information that updates the forward-looking statements contained in this Information Statement. An investment in the Company involves numerous risks and uncertainties, including those described elsewhere in this Information Statement. Additional risks will be disclosed from time-to-time in future SEC filings.
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VOTE REQUIRED TO APPROVE CORPORATE ACTIONS
As of the Record Date, there were 43,620,000 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote. For the approval of the Corporate Actions the affirmative vote of a majority of the shares of Common Stock outstanding and entitled to vote at the Record Date, or 21,810,010 shares, was required for approval.
CONSENTING STOCKHOLDERS
On March 31, 2014, the Board unanimously adopted resolutions declaring the advisability of, and recommending that stockholders approve, the Corporate Actions. In connection with the adoption of these resolutions, the Board elected to seek the written consent of the holders of a majority of the Company’s issued and outstanding Common Stock in order to reduce the costs and implement the proposals in a timely manner.
On March 31, 2014, the following Consenting Stockholders, who are all members of the Company’s management team, who collectively own 40,000,000 shares of the Company’s issued and outstanding Common Stock (approximately 91.7%), consented in writing to the proposed Corporate Actions:
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Paul Enright |
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1,310,000 shares, representing approximately 3.0% |
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Earnest Blackmon |
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22,428,000 shares, representing approximately 51.4% |
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Tony Verzura |
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14,952,000 shares, representing approximately 34.3% |
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Chad Ruby |
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1,310,000 shares, representing approximately 3.0% |
Under Section 14(c) of the Exchange Act, the transactions cannot become effective until the expiration of the 20-day Period following the filing and mailing of the Definitive 14C.
The Company is not seeking written consent from any of our other stockholders, and stockholders other than the Consenting Stockholders will not be given an opportunity to vote with respect to the Corporate Actions.
RECENT DEVELOPMENTS
On March 26, 2014, MySkin, Inc. (the “Company”) entered into a License Agreement with Earnest Blackmon (“Blackmon”), Tony Verzura (“Verzura”) and Chad Ruby (“Ruby”) pursuant to which Blackmon, Verzura and Ruby licensed certain intellectual property to the Company in exchange for a total of 38,690,000 shares of the Company’s common stock.
In connection with this transaction:
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Blackmon, Verzura and Ruby licensed to the Company all of their knowledge and know-how relating to the design and buildout of cultivation facilities, their genetics, growing/cultivation system, seed-to-sale protocols and procedures, products, a genetic catalogue including over 150 different strains, an advanced (non-psychoactive) cannabinoid therapy program called A.C.T. Now, security, regulatory compliance, and any other methods and processes which relate to the cannabis business.
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The territory for this license is the entire world and the license runs in perpetuity. There are no royalty payments under the License Agreement.
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Blackmon, Verzura and Ruby were appointed to the Company’s board of directors. These appointments will not be effective until the expiration of the 10-day period following the filing of an Information Statement with the SEC pursuant to Rule 14f-1 and mailing of the Information Statement to our shareholders.
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Blackmon was elected as the President of the Company, Ruby was elected as Chief Operating Officer and Verzura was elected as Vice President.
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A total of 41,690,000 previously outstanding shares of common stock were cancelled, and as a result of this transaction there are now a total of 43,620,000 shares of the Company’s shares of common stock outstanding.
As a result of this transaction our business plan has changed. We plan to create partnerships with local businessmen, entrepreneurs, scientists and others, both domestically and internationally, for the purpose of cultivating cannabis-based products worldwide.
For example, we plan to enter into licensing and consulting agreements with partners who desire to license our entire turnkey seed-to-sale business model in jurisdictions where it is legal to do so, and we plan to typically receive a percentage of their gross revenues as our fee. In addition to licensing our intellectual property, we will offer consulting on the design and buildout of cultivation facilities, we will provide training and staffing services, and we will assist them in finding the right locations for the cultivation facilities. We will provide our genetic catalogue which includes over 15 CBD strains, over 150 THC strains and over 30 Cannabis Cup winners.
We will also provide access to our full range of extracted/infused medical products. We will license to the partner the intellectual property for whole plant activated oils, smokable concentrates, infused products, topical lotions, pills, sublingual, transdermal patches and they will have access to any future technology or products we develop.
Our goals are to establish strong cultivation positions through our local partners in markets where it is legal and use these revenues to develop new cannabinoid based drugs for clinical FDA approval patents.
We will not touch or handle the plants directly. Our joint venture partners and their employees will be the handlers of the plants and products. The Company will not harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend to do so in the future.
ACTIONS TO BE TAKEN
Changing the name of the Company to “United Cannabis Corporation”
General
Our Board has unanimously approved a proposal to effect a name change to reflect the Company’s new business direction. The Majority Shareholders have approved this name change.
The corporate action provides for the Company to change its name to “United Cannabis Corporation.”
Effects of the Name Change
Upon the effectiveness of the Corporate actions described in this information statement the Company will be known as United Cannabis Corporation and will apply for a new OTC trading symbol and CUSIP number. We will report our new symbol and CUSIP number in a current report on Form 8-K once it is established.
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Changing the Domicile of the Company from California to Nevada
General
Our Board has unanimously approved a proposal to redomicile the Company in Colorado, so that the Company will be considered a Colorado corporation instead of a California corporation. The Majority Shareholders have approved this action.
Reasons for changing Domicile
As a California corporation, the Company is subject to many requirements and restrictions of the California Corporate Code which the Board believes are more restrictive than those of Colorado and which will create unnecessary effort and expense to comply with. The Company’s business is now located in Colorado and it will be easier and less expensive to comply with Colorado laws and to interact with the Colorado Secretary of State’s office.
In order to accomplish the name change and the change in domicile, the Company will merge with and into a newly-formed, wholly-owned subsidiary, United Cannabis Corporation, a Colorado corporation.
United Cannabis Corporation
United Cannabis, which will be the surviving corporation in the Merger, was incorporated by the Company under the Colorado Business Corporation Act on March 25, 2014, exclusively for the purpose of merging with the Company. The authorized capital of United Cannabis consists of 100,000,000 shares of common stock, no par value per share, and 10,000,000 shares of preferred stock, no par value per share.
Immediately prior to the closing of the Merger, United Cannabis had one hundred (100) shares of common stock issued and outstanding, which were all held by the Company. The terms of the Merger Agreement provide that the currently issued and outstanding 100 shares of United Cannabis common stock will be cancelled. As a result, following the Merger, the Company’s current stockholders will be the only stockholders of the newly merged company.
Summary Comparison of Shareholder Rights before and after the Reincorporation
At the effective time of the Reincorporation, the California Corporation will change its domicile to Colorado and shall thereafter be governed by the Colorado Business Corporation Act (the “CBCA”) and by the Colorado Articles and the Colorado Bylaws (“Colorado Charter Documents”). Upon the filing with and acceptance by the Secretary of State of Colorado of the Articles of Merger in Colorado, the California Corporation will be merged into the Colorado corporation, and the outstanding shares of the California Corporation’s Common Stock will be deemed for all purposes to evidence ownership of, and to represent, shares of the Colorado Corporation’s Common Stock.
The Colorado Charter Documents effectively replace the California Articles and the California Bylaws (together, the “California Charter Documents”) including providing officers, directors and agents of the Colorado Corporation with certain indemnification rights in addition to those currently provided for the under the California Charter Documents.
When the Reincorporation becomes effective, holders of the California Corporation’s Common Stock will become holders of the Colorado Corporation’s Common Stock, which will result in their rights as shareholders being governed by the laws of the State of Colorado. In addition, their rights as shareholders will be governed by the Colorado Charter Documents.
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It is not practical to describe all of the differences between the Colorado Articles and the California Articles and the Colorado Bylaws and the California Bylaws or all of the differences between the laws of the States of Colorado and California. The following is a summary of some of the significant rights of the shareholders under California and Colorado law and under the California and Colorado Charter Documents. This summary is qualified in its entirety by reference to the full text of such documents and laws.
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Authorized Capital Stock |
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California The California Articles authorize the issuance of 50,000,000 shares of common stock, $0.001 par value, of which approximately 43,620,000 shares were issued and outstanding as of March 31, 2014, and 5,000,000 shares of “blank check preferred stock,” $0.001 par value, of which no shares are outstanding. |
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Colorado The Colorado Articles will authorize the issuance of an aggregate of 110,000,000 shares of stock in two classes designated respectively as “common stock” and “blank check preferred stock.” The total number of shares that the Company will be authorized to issue is: (i) 100,000,000 shares of common stock, no par value per share, and (ii) 10,000,000 shares of preferred stock, no par value per share (“ Preferred Stock ”). Upon effectiveness of the Reincorporation, each outstanding share of the Company’s common stock will continue to be an outstanding share of the Company’s Common Stock, as incorporated in Colorado.
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Blank Check Preferred Stock |
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California Under California law, if the articles of incorporation so provide, a corporation may issue one or more classes of stock or one or more series of stock within any class, with such preferences, limitations and relative rights as determined by the board of directors without shareholder approval (“ Blank Check Preferred Stock” ). |
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Colorado Colorado law also permits, if authorized by the certificate of incorporation, the issuance of Blank Check Preferred Stock with preferences, limitations and relative rights determined by a corporation’s board of directors without shareholder approval. |
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The California Articles provide for the issuance of up to 5,000,000 shares of Blank Check Preferred Stock. |
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The Colorado Articles provide for the issuance of up to 10,000,000 shares of Blank Check Preferred Stock. The Board of Directors will be authorized, subject to any limitations prescribed by law and without the need for further shareholder approval, to provide for the issuance of shares of preferred stock in series, and to establish from time to time the number of shares to be included in such series and to fix the designations, power, preferences and rights of the shares of each series and any qualifications, limitations or restrictions thereof.
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California Under California Law, although a change in the number of directors must in general be approved by the shareholders, the board of directors may fix the exact number of directors within a stated range set forth in either the articles of incorporation or bylaws, if that stated range has been approved by the shareholders. Any change outside of the established range or a change in the established range must be approved by the shareholders. |
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Colorado Under the CBCA, the number of directors must be specified in a corporation’s bylaws. |
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The California Articles contain no provisions concerning the number of Directors. The California Bylaws currently provide that the number of directors comprising the Board of Directors shall be four. |
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The Colorado Bylaws provide that the number of directors shall not be less than one or more than seven. The number of directors may be changed or fixed from time to time by action of the Board of Directors, but no decrease in number shall have the effect of shortening the term of any incumbent director. The CBCA provides that shareholders may amend a corporation’s bylaws without the approval of the board of directors. Accordingly, under the CBCA, shareholders of the Company have the ability to determine the size of the Board of Directors. |
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California Neither the California Articles nor the California Bylaws provide for a classified board of directors although California Law would permit, but does not require, the Company to adopt a classified Board with staggered terms. |
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Colorado The CBCA, permits (but does not require) classifications of a corporation’s board of directors into one, two or three classes, with each class composed of as equal a number of directors as is possible. In the event of multiple classes of directors, the CBCA provides for staggered terms of two years if there are two classes of directors or three years if there are three classes of directors. The Colorado Articles do not provide for a classified Board. |
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The California Bylaws provide that directors are to be elected annually. All directors hold office until the next annual meeting of shareholders following their election or until their successors are elected and qualified, or until their earlier death, resignation or removal. |
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The Colorado Bylaws provide that directors are to be elected annually. All directors hold office until the next annual meeting of shareholders following their election or until their successors are elected and qualified, or until their earlier death, resignation or removal. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership, as of March 31, 2014, of our Common Stock by each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, each of our directors and executive officers; and all of our directors and executive officers as a group. The information presented below regarding beneficial ownership of our Common Stock has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 43,620,000 shares of Common Stock outstanding as of March 31, 2014.
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Name and Address of Beneficial Owner |
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Amount and Nature of Beneficial Ownership |
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Percent of Class |
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Common Stock |
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Paul Enright 10235 Woodrose Lane Highlands Ranch, CO 80129 |
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1,310,000 |
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3.0% |
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Common Stock |
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Earnest Blackmon 1600 West 113 th Avenue Westminster, CO 80234 |
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22,428,000 |
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51.4% |
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Common Stock |
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Tony Verzura 816 Acoma Street, #1607 Denver, CO 80204 |
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14,952,000 |
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34.3% |
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Common Stock |
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Chad Ruby 2261 Deloraine Trail Maitland, FL 32751 |
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1,310,000 |
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3.0% |
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All Directors and Executive Officers as a Group (4 individuals) |
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40,000,000 |
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91.7% |
ADDITIONAL INFORMATION
The Company files annual, quarterly and current reports and other information with the SEC under the Exchange Act. You may obtain copies of this information by mail from the Public Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may obtain on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website that contains reports and other information about issuers that file electronically with the SEC. The address of that website is www.sec.gov .
WRITTEN CONSENT OF THE CONSENTING STOCKHOLDERS WHO COLLECTIVELY OWN SHARES REPRESENTING A MAJORITY OF OUR COMMON STOCK HAVE CONSENTED TO AND EFFECTING THE NAME CHANGE. NO FURTHER VOTES OR PROXIES ARE NEEDED AND NONE ARE REQUESTED. THE BOARD IS NOT REQUESTING A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND A PROXY.
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APPENDICES
The following document is appended to this Information Statement.
Appendix A - Plan of Merger
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April 11, 2014 |
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BY ORDER OF THE BOARD OF DIRECTORS |
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/s/ Paul D. Enright |
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Paul D. Enright, CEO |
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APPENDIX A
PLAN OF MERGER
This Plan of Merger (the “Plan”) is made and entered into this 10th day of April 2014, by and between MySkin, Inc., a California corporation (“MySkin”), and United Cannabis Corporation, a Colorado corporation (“United Cannabis,” and a wholly-owned subsidiary of MySkin). MySkin and United Cannabis are referred to herein as the “Parties.”
The Parties hereby agree as follows:
1.
In accordance with the laws of the States of California and Colorado, MySkin shall be merged with and into United Cannabis as of the Merger Date, with United Cannabis being the surviving corporation. The corporate existence of United Cannabis, with all of its purposes, powers and objects, shall continue unaffected and unimpaired by the merger.
2.
The merger of MySkin into United Cannabis as stated above (the “Merger”) shall be effective on the date the Statement of Merger is filed with the Colorado Secretary of State (the “Merger Date”).
3.
On the Merger Date, each issued and outstanding share of MySkin common stock owned of record will automatically convert into the right to receive one (1) share (the “Merger Consideration”) of United Cannabis’s fully paid and non-assessable no par value common stock (the “Common Stock”), and all shares of United Cannabis which are held by MySkin will be cancelled on the Merger Date.
4.
The Articles of Incorporation of United Cannabis, as in effect immediately prior to the Merger Date, shall be the Articles of Incorporation of United Cannabis, as the surviving corporation of the Merger, and shall continue in full force and effect after the Merger Date.
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Upon the Merger Date, United Cannabis, as the surviving corporation, shall thereupon and thereafter possess: all the rights, privileges, immunities and franchises, of a public as well as a private nature, of MySkin; all property of MySkin, whether real, personal, and mixed; all debts due MySkin, on whatever account, including subscriptions to shares; and all other choses in action of MySkin. Every other interest belonging to or due to MySkin shall be deemed to be transferred to and vested in United Cannabis without further act or deed. Such transfer to and vesting in United Cannabis shall be deemed to occur by operation of law, and no consent or approval of any other person shall be specifically required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of a merger, by law or by express provision in any contract, agreement, decree, order, or other instrument to which MySkin is a party or by which it is bound.
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On and after the Merger Date, United Cannabis, as the surviving corporation, shall be responsible and liable for all the liabilities and obligations of MySkin; and any claim existing or action or proceeding, whether civil or criminal, pending by or against MySkin may be prosecuted as if the Merger had not taken place, or United Cannabis may be substituted in its place. Neither the rights of creditors nor any liens upon the property of MySkin shall be impaired by the merger.
IN WITNESS WHEREOF, the Parties execute the Plan of Merger as of the date first set forth above.
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MySkin, Inc. a California corporation |
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United Cannabis Corporation, a Colorado corporation |
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By: /s/ Paul D. Enright |
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By: /s/ Paul D. Enright |
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Paul D. Enright, CEO |
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Paul D. Enright, President |