UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities
Exchange
Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) |
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Definitive
Information Statement |
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AETERNUM
HEALTH, INC. |
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(Name
of Registrant as Specified in Its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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of each class of securities to which transaction applies: |
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Aggregate
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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
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Proposed
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Total
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Fee
paid previously with preliminary materials. |
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount
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Form,
Schedule or Registration Statement No.: |
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AETERNUM
HEALTH, INC.
601
Pennsylvania Ave., N.W.
Suite
900
Washington,
D.C. 20004
(202)
580-6500
Notice
of Action by Written Consent of Shareholders to be Effective September __, 2026
Dear
Stockholder:
Aeternum
Health, Inc., a Delaware corporation. (the “Company”), hereby notifies our stockholders of record on August 27, 2026, that
stockholders holding approximately 73% of the voting power have approved, by written consent in lieu of a special meeting on July 31,
2026, and August 16, 2026, the following proposals:
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Proposal
1: |
To change the name of the
Company to Aeternum Resources, Inc.; |
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Proposal
2: |
To increase the number of
authorized shares of our common stock, par value $0.01 par value per share, to 500,000,000 shares of common stock; |
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Proposal
3: |
To effect a reverse split
in the ratio of 1 share of common stock for each 20 shares; and |
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Proposal 4: |
To increase the number of designated shares
of Series B preferred stock, par value $0.01 per share, to 4,000,000 shares. |
This
Information Statement is first being mailed to our stockholders of record as of the close of business on August 27, 2026. The action
contemplated herein will not be effective until the later of (i) September __, 2026, a date which is at least 20 days after the date
on which our definitive Information Statement is first mailed to our stockholders of record, or (ii) announcement of the Company’s
new name and symbol in the Daily List by the Financial Industry Regulatory Authority (FINRA) of such corporate action. You are urged
to read the Information Statement in its entirety for a description of the action taken by the majority stockholders of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The
corporate action is taken by consent of the holders of a majority of the shares outstanding, and pursuant to Delaware law and the Company’s
bylaws that permit holders of a majority of the voting power to take a stockholder action by written consent. Proxies are not being solicited
because a stockholder holding approximately 73% of the issued and outstanding voting capital stock of the Company holds more than enough
shares to effect the proposed action and has voted in favor of the proposals contained herein.
Exhibit A Amendment to the Company’s Certificate of Incorporation dated July 31, 2026
Exhibit B Amendment to the Company’s Certificate of Incorporation dated August 6, 2026
| /s/
Paul Mann |
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| President
and CEO’ |
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| August
__, 2026 |
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AETERNUM
HEALTH, INC.
601
Pennsylvania Ave., N.W.
Suite
900
Washington,
D.C. 20004
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
General
Information
This
Information Statement is being furnished to the stockholders of Aeternum Health, Inc., a Delaware corporation (the “Company”),
in connection with the adoption of two Amendments to our Certificate of Incorporation by written consent of our Board of Directors and
the holders of a majority of our issued and outstanding voting securities in lieu of a special meeting. On July 31, 2026, and August
6, 2026, both our Board of Directors and the holders of a majority of our voting capital stock approved two amendments to our Certificate
of Incorporation to change our name to Aeternum Resources, Inc., to increase the number of authorized shares of our common stock from
250,000,000 to 500,000,000, to effect a 1:20 reverse split of our common stock and to increase the number of designated shares of our
Series B preferred stock, . The Amendments have been filed with the Delaware Secretary of State but will not become effective until the
later of (i) August __, 2026, a date which is at least 20 days after the date on which our definitive Information Statement is first
mailed to our stockholders of record, or (ii) announcement of the Company’s new name and reverse split in the Daily List by the
Financial Industry Regulatory Authority (FINRA) of such corporate action.
Voting
Securities
As
of the date of this Information Statement, our voting securities consist of our shares of our common stock, par value $0.01 per share
(“Common Stock”) of which 97,105,204 shares are outstanding, and 2,000,000 shares of Series B preferred stock, par value
$0.01 (“Series B Preferred Stock”, and collectively with the Common Stock, the “Voting Stock”) that vote on an
as-converted basis of 40 shares of Common Stock for each share of Series B preferred stock. Approval of the Amendments requires the affirmative
consent of a majority of the shares of our Voting Stock issued and outstanding at August 27, 2026 (the “Record Date”). The
quorum necessary to conduct business of the stockholders consists of a majority of the Voting Stock issued and outstanding as of the
Record Date.
A
stockholder who beneficially owns approximately 73% of the Voting Stock through his ownership of 49,000,000 issued and outstanding shares
of Common Stock and an aggregate of 2,000,000 shares of our Series B Preferred Stock is the “Consenting Stockholder.” Each
holder of Series B Preferred Stock is entitled to cast 40 shares of Common Stock for each share of Series B Preferred Stock held. All
2,000,000 shares of Series B Preferred Stock are held by Paul Mann, our current Chairman and President. The Consenting Stockholder has
the power to vote 73% of our Voting Stock, which number exceeds the majority of the Voting Stock on the date of this Information Statement.
The Consenting Stockholder has consented to the proposed action set forth herein and had and has the power to pass the proposed corporate
action without the concurrence of any of our other stockholders.
The
approval of this action by written consent is made possible by Section 228 of the Delaware General Corporation Law, which provides that
the written consent of the holders of outstanding shares of voting stock, having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be
substituted for such a meeting. To eliminate the costs involved in holding a special meeting, our Board of Directors elected to utilize
the written consent of the holder of more than a majority of our Voting Stock.
This
Information Statement will be mailed on or about September __, 2026 to stockholders of record as of the Record Date and is being delivered
to inform you of the corporate action described herein before such action takes effect in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934.
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 our voting securities held of record
by them, and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Dissenters’
Right of Appraisal
The
Delaware General Corporation Law does not provide for dissenter’s rights of appraisal in connection with the proposed action nor
have we provided for appraisal rights in our Certificate of Incorporation or Bylaws.
PROPOSAL
1 –
AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION
TO
EFFECT A CHANGE OF NAME OF THE COMPANY
We
will change our name in an Amendment to our Certificate of Incorporation from “Aeternum Health, Inc.” to “Aeternum
Resources, Inc.” to reflect our new focus on its entry to the mining and processing of critical minerals in addition to providing
services, products and solutions to increase longevity and achieve optimal health. Attached as Exhibit A and incorporated herein by reference
is the text of the Certificate of Amendment to our Certificate of Incorporation as approved by the Consenting Stockholder to effect this
change.
Certificate
of Incorporation and Bylaws
Other
provisions of the Company’s Certificate of Incorporation and Bylaws may have the effect of deterring unsolicited attempts to
acquire a controlling interest in the Company or impeding changes in our management. Preferred stock may be issued in the future in
connection with acquisitions, financings or other matters, as the Board of Directors deems appropriate. In the event that we
determine to issue any shares of preferred stock, a certificate of designation containing the rights, privileges, and limitations of
this series of preferred stock will be filed with the Secretary of State of the State of Delaware. The effect of this preferred
stock designation power is that our Board of Directors alone, subject to Federal securities laws, applicable blue sky laws, and
Delaware law, may be able to authorize the issuance of preferred stock which could have the effect of delaying, deferring, or
preventing a change in control of the Company without further action by our stockholders, and may adversely affect the voting and
other rights of the holders of1 our Common Stock.
Our
Certificate of Incorporation does not provide our stockholders with cumulative voting rights.
Our
Bylaws provide that the President of the Company shall call a special meeting of shareholder. whenever so requested in writing by a majority
of directors or by shareholders representing not less than twenty-five (25%) percent of the total number of shares of the issued and
outstanding capital stock entitled to vote at said meeting, but since our Certificate of Incorporation delegates to the Board of Directors
the power to make, alter, amend, change, add to or repeal the Bylaws, this power might be used to defeat stockholder actions that are
favored by the holders of a majority of our outstanding voting securities.
We
are not aware of any attempt to take control of the Company and are not presenting this proposal with the intent that it be utilized
as a type of anti−takeover device. The proposal is being made at this time to make available a sufficient number of shares of Common
Stock and Preferred Stock to meet the Company’s current potential obligations to issue Common Stock and to provide us with greater
flexibility to issue shares for general corporate purposes that may be identified in the future.
VOTING
SECURITIES AND PRINCIPAL STOCKHOLDERS
The
following table sets forth, as of August 21, 2026, certain information concerning the beneficial ownership of Common Stock by (i) each
person known by the company to be the owner of more than 5% of the outstanding Common Stock, (ii) each director, (iii) our executive
officers, and (iv) all directors and executive officers as a group. In general, “beneficial ownership” includes those shares
a director or executive officer has the power to vote or the power to transfer, and stock options and other rights to acquire Common
Stock that are exercisable currently or become exercisable within 60 days. Except as indicated otherwise, the persons named in the table
below have sole voting and investment power with respect to all shares shown as beneficially owned by them. The calculation of the percentage
owned is based on 97,105,204 shares of Common Stock outstanding and 2,000,000 shares of Series B Preferred Stock with the voting power
of 40 shares of Common Stock for each share of Series B Preferred Stock issued and outstanding.
Paul
Mann has voting control through his ownership of 49,000,000 shares of Common Stock and 2,000,000 shares of Series B Preferred Stock.
Each share of Series B Preferred Stock entitles the holder to vote on all matters submitted to a vote of our shareholders with each share
casting a vote equal to 40 shares of Common Stock.
| Name and Address1 | |
Amount
and Nature
of Beneficial
Ownership | | |
Percentage
of
Voting Power | |
| Paul Mann (2) | |
| 49,000,000 | | |
| 73 | % |
| All Officers and Directors
as a Group (1) | |
| 106,589,7581 | | |
| 73 | % |
(1)
Unless otherwise indicated, the address of such individual is c/o the Company.
(2)
Paul Mann has voting control through his ownership of 2,000,000 shares of Series B Preferred Stock voting on an as-converted basis and
his ownership of 49,000,000 shares of Common Stock. This chart reflects total Voting Stock equal to the issued and outstanding shares
of Common Stock and Series B Preferred Stock for a total of 177,105,204 shares of Voting Stock.
PROPOSAL
2 –
AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Our
Board of Directors unanimously approved and adopted, and our Consenting Stockholder approved, an amendment to our Certificate of Incorporation
to increase the authorized shares of Common Stock from 250,000,000 to 500,000,000. Our Board of Directors wants to facilitate the growth
of the Company under the new management team to have a sufficient number of shares of capital stock to acquire sources of critical minerals,
enter into strategic partnerships, make accretive acquisitions in both the current focus on critical minerals and the future healthcare
businesses and to employ additional management and administrative personnel. Attached as Exhibit A and incorporated herein by reference
is the text of the Certificate of Amendment to our Certificate of Incorporation as approved by the Consenting Stockholder to effect this
change.
PROPOSAL
3 –
AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE SPLIT OF SHARES OF OUR COMMON STOCK
Our
Board of Directors unanimously approved and adopted, subject to stockholder approval, a reverse stock split of the Company’s Common
Stock. Pursuant to the proposed Reverse Split, 20 outstanding shares of Common Stock will be combined and become one share of Common
Stock (the “Reverse Split”). Attached as Exhibit A and incorporated herein by reference is the text of the Certificate
of Amendment to the Certificate of Incorporation (the “Amended Certificate”) as approved by the Consenting Stockholder to
effect the Reverse Split.
As
of August 21, 2026, the Company had 97,105,204 shares of Common Stock issued and outstanding. Based on the number of shares currently
issued and outstanding, immediately following the Reverse Split the Company will have approximately 4,855,261 shares of Common Stock
issued and outstanding (without giving effect to rounding for fractional shares).
The
par value of the Common Stock will not be changed nor will the number of authorized shares be reduced in connection with the Reverse
Split. The Board determined that the availability of additional shares was necessary to consummate future financing transactions or business
combinations. The availability of additional shares will also permit the Board to issue shares, or instruments convertible into or exercisable
for such shares, for general corporate purposes.
When
implemented, the Reverse Split will be realized simultaneously and in the same ratio for all shares of the Common Stock. All holders
of Common Stock will be affected uniformly by the Reverse Split, which will have no effect on the proportionate holdings of any of our
stockholders, except for possible changes due to the treatment of fractional shares resulting from the Reverse Split. In lieu of issuing
fractional shares, the Company will round up in the event a stockholder would be entitled to receive less than one share of Common Stock
as a result of the Reverse Split. In addition, the split will not affect any holder of Common Stock’s proportionate voting power
(subject to the treatment of fractional shares), and all shares of Common Stock will remain fully paid and non-assessable. The number
of authorized and issued shares of the Company’s various series of preferred stock will not be affected in any way by the Reverse
Split.
The
Company filed an Amendment (the “Amendment”) to the Certificate of Incorporation with the Secretary of State of the State
of Delaware on July 31, 2026. In accordance with the Amendment, the Reverse Split will be effective upon the later of the announcement
of the Reverse Split in the Daily List by the Financial Industry Regulatory Authority (FINRA) of such corporate action and 20 days after
the Definitive Schedule 14C is first mailed to our shareholders of record.
The
following chart reflects the changes in our capital structure following the reverse split, the top row reflecting the pre-split capital
structure and the bottom row reflecting the post-split capital structure:
Authorized Shares of
Common Stock | |
Issued and Outstanding
Shares | |
Reserved
but
Unissued | |
Available
for
Issuance |
| 250,000,000 | |
97,105,204 | |
0 | |
152,894,796 |
| 250,000,000 | |
4,855,261 | |
0 | |
245,144,739 |
Reasons
for the Reverse Split
In
determining to authorize the Reverse Split, our Board of Directors considered, among other things, that in the event that the Company
engages in acquisitions or is spun out eventually fewer shares should result in a higher per share price of our Common Stock, which might
heighten the interest of the financial community in the Company, potentially broaden the pool of investors that may consider investing
in the Company and facilitate trading by our stockholders of our shares of Common Stock. In theory, the Reverse Split should cause the
trading price of a share of our Common Stock after the Reverse Split to be 20 times what it would have been if the Reverse Split had
not taken place. However, this will not necessarily be the case.
In
addition, our Board of Directors considered that as a matter of policy, many institutional investors are prohibited from purchasing stocks
below certain minimum price levels. For the same reason, brokers may be reluctant to recommend lower-priced stocks to their clients or
may discourage their clients from purchasing such stocks. Other investors may be dissuaded from purchasing lower-priced stocks because
the commissions, as a percentage of the total transaction, tend to be higher for such stocks. Our Board of Directors believes that, to
the extent that the price per share of our Common Stock remains at a higher per share price as a result of the Reverse Split, some of
these concerns may be ameliorated. The combination of lower transaction costs and increased interest from investors could also have the
effect of increasing the liquidity of the Common Stock.
In
evaluating whether or not to authorize the Reverse Split, in addition to the considerations described above, our Board of Directors also
took into account various negative factors associated with reverse stock splits. These factors include:
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the
negative perception of reverse stock splits held by some investors, analysts and other stock market participants; |
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the
fact that the stock price of some companies that have implemented reverse stock splits has subsequently declined back to pre-reverse
stock split levels; and |
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the
adverse effect on liquidity that might be caused by a reduced number of shares outstanding, and the potential concomitant downward
pressure decreased liquidity could have on the trading price. |
Also,
other factors such as our financial results, market conditions and the market perception of our business may adversely affect the market
price of our Common Stock. As a result, there can be no assurance that the price of our Common Stock would be maintained at the per share
price in effect immediately following the effective time of the Reverse Split. There also can be no assurance that the total market capitalization
of the Company following the Reverse Split will be higher than the market capitalization preceding the split or that an increase in our
trading price, if any, would be sufficient to generate investor interest.
Stockholders
should recognize that if the Reverse Split is effected, they will own a fewer number of shares than they currently own (a number equal
to the number of shares owned immediately prior to the Reverse Split divided by 20). While we expect that the Reverse Split will result
in an increase in the per share price of our Common Stock, the Reverse Split may not increase the per share price of our Common Stock
in proportion to the reduction in the number of shares of our Common Stock outstanding. It also may not result in a permanent increase
in the per share price, which depends on many factors, including our performance, prospects and other factors that may be unrelated to
the number of shares outstanding. The history of similar reverse splits for companies in similar circumstances is varied.
If
the Reverse Split is effected and the per share price of our 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 the Reverse Split. Furthermore,
the liquidity of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse
Split.
In
addition, the Reverse Split will likely increase the number of stockholders who own “odd lots” (stock holdings in amounts
of less than 100 shares, in this case often one share). Stockholders who hold odd lots typically will experience an increase in the cost
of selling their shares, as well as possible greater difficulty in effecting such sales. Any reduction in brokerage commissions resulting
from the Reverse Split may be offset, in whole or in part, by increased brokerage commissions required to be paid by stockholders selling
odd lots created by the split.
Finally,
following the Reverse Split the number of authorized but unissued shares of our Common Stock relative to the number of issued shares
of our Common Stock will be increased. This increased number of authorized but unissued shares of our Common Stock could be issued by
the Board without further stockholder approval, which could result in dilution to the holders of our Common Stock. The increased proportion
of unissued authorized shares to issued shares could also, under certain circumstances, have an anti-takeover effect. For example, the
issuance of a large block of Common Stock could dilute the ownership of a person seeking to effect a change in the composition of our
Board of Directors or contemplating a tender offer or other transaction. The Reverse Split is not being proposed in response to any effort
of which the Company is aware to accumulate shares of Common Stock or obtain control of the Company.
Exchange
Act Matters
Our
Common Stock is currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are
subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Split, if implemented, will not affect the
registration of our Common Stock under the Exchange Act or our reporting or other requirements thereunder. Our Common Stock is currently
traded and following the Reverse Split will continue to be traded, on the OTCID market under the symbol “AETN”, subject to
our continued satisfaction of the OTCID market listing requirements. We will have a new CUSIP number for our Common Stock following the
Reverse Split.
Number
of Shares of Common Stock and Number of Stockholders
The
Reverse Split would have the following effects on the number of shares of Common Stock:
1.
Each 20 shares of our Common Stock owned by a stockholder immediately prior to the Reverse Split would become one share of Common Stock
after the Reverse Split;
2.
All outstanding but unexercised options and warrants entitling the holders thereof to purchase shares of our Common Stock will enable
such holders to purchase, upon exercise of their options or warrants, one-twentieth of the number of shares of our Common Stock that
such holders would have been able to purchase upon exercise of their options or warrants immediately preceding the Reverse Split, at
an exercise price equal to twenty times the exercise price specified before the Reverse Split, resulting in approximately the same aggregate
exercise price being required to be paid upon exercise thereof immediately preceding the Reverse Split; and
3.
The number of shares of our Common Stock reserved for issuance (including the maximum number of shares that may be subject to options)
under our stock option plan will be reduced to one-twentieth of the number of shares currently included in such plan.
Rounding
in Lieu of Issuing Fractional Shares
The
Company will not issue fractional shares in connection with the Reverse Split. Instead, the Company will round up to the nearest whole
share any stockholder’s share ownership to the extent such stockholder would be entitled to receive less than one share of Common
Stock or greater as a result of the Reverse Split.
Accounting
Matters
The
Reverse Split will not affect total stockholders’ equity on our balance sheet. However, because the par value of our Common Stock
will remain unchanged, the components that make up total stockholders’ equity will change by offsetting amounts. As a result of
the Reverse Split, the stated capital component attributable to our Common Stock will be reduced to an amount equal to one-twentieth
of its present amount, and the additional paid-in capital component will be increased by the amount by which the stated capital is reduced.
The per share net loss and net book value per share of our Common Stock will be increased as a result of the Reverse Split because there
will be fewer shares of our Common Stock outstanding.
Procedure
for Effecting the Reverse Split and Filing the Certificate of Amendment
Generally
The
Reverse Split reflected in the Certificate of Incorporation and already filed with the Secretary of State of the State of Delaware will
become effective the later of (i) August __, 2026, a date which is at least 20 days after the date on which our definitive Information
Statement is first mailed to our stockholders of record, or (ii) announcement of the Company’s new name and reverse split in the
Daily List by the Financial Industry Regulatory Authority (FINRA) of such corporate action. At the effective time, each 20 shares of
Common Stock issued and outstanding immediately prior to the effective time will, automatically and without any further action on the
part of our stockholders, be combined into and become one share of Common Stock, subject to the treatment for fractional shares described
above, and each certificate which, immediately prior to the effective time represented pre-Reverse Split shares, will be deemed cancelled
and, for all corporate purposes, will be deemed to evidence ownership of post-Reverse Split shares. However, a stockholder will not be
entitled to receive any dividends or distributions payable after the Certificate of Amendment is effective until that stockholder surrenders
and exchanges his or her certificates.
Olde
Monmouth Stock Transfer Co., Inc., the Company’s transfer agent (the “Transfer Agent”), will act as exchange agent
for purposes of implementing the exchange of stock certificates, and is sometimes referred to as the “exchange agent.” As
soon as practicable after the effective time, a letter of transmittal will be sent to stockholders of record as of the effective time
for purposes of surrendering to the exchange agent certificates representing pre-Reverse Split shares in exchange for certificates representing
post-Reverse Split shares in accordance with the procedures set forth in the letter of transmittal. No new certificates will be issued
to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s), together with the properly
completed and executed letter of transmittal, to the exchange agent. From and after the effective time, any certificates formerly representing
pre-Reverse Split shares which are submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will be exchanged
for certificates representing post-Reverse Split shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Street
Name and Book-Entry Holders
Upon
the Reverse Split, the Company intends to treat shares held by stockholders in “street name”, through a bank, broker or other
nominee, in the same manner as stockholders whose shares are registered in their own names. Banks, brokers and other nominees will be
instructed to effect the Reverse Split for their beneficial holders. These brokers, banks and other nominees June have other procedures
for processing the transaction, however, and stockholders holding in street name are encouraged to ask their brokers, banks or other
nominees any questions they June have regarding such procedures.
Stockholders
who hold some or all of their shares in electronic book-entry form with the Transfer Agent do not have certificates evidencing their
ownership and need not take any action to receive their post-Reverse Split shares. Rather, a statement will be sent automatically to
any such stockholder’s address of record indicating the effects of the transaction, including the number of shares of Common Stock
held following the Reverse Split.
Certain
U.S. Federal Income Tax Consequences
The
discussion below is only a summary of certain U.S. federal income tax consequences of the Reverse Split generally applicable to beneficial
holders of shares of our Common Stock and does not purport to be a complete discussion of all possible tax consequences. This summary
addresses only those stockholders who hold their pre-Reverse Split shares as “capital assets” as defined in the Internal
Revenue Code of 1986, as amended (the “Code”), and will hold the post-Reverse Split shares as capital assets. This discussion
does not address all U.S. federal income tax considerations that June be relevant to particular stockholders in light of their individual
circumstances or to stockholders that are subject to special rules, such as financial institutions, tax-exempt organizations, insurance
companies, dealers in securities, and foreign stockholders. The following summary is based upon the provisions of the Code, applicable
Treasury Regulations thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which are subject
to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other laws are not addressed herein. Each
stockholder should consult his, her or its own tax advisor as to the particular facts and circumstances that June be unique to such stockholder
and also as to any estate, gift, state, local or foreign tax considerations arising out of the Reverse Split.
The
Reverse Split will qualify as a recapitalization for U.S. federal income tax purposes. As a result,
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Stockholders
should not recognize any gain or loss as a result of the Reverse Split. |
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The
aggregate basis of a stockholder’s pre-Reverse Split shares will become the aggregate basis of the shares held by such stockholder
immediately after the Reverse Split. |
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The
holding period of the shares owned immediately after the Reverse Split will include the stockholder’s holding period before
the Reverse Split. |
The
above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal tax
penalties. It was written solely in connection with the solicitation of stockholder votes with regard to a proposed reverse split of
our Common Stock
PROPOSAL
4 –
TO
INCREASE THE NUMBER OF DESIGNATED SHARES OF
SERIES
B PREFERRED STOCK TO 4,000,000 SHARES
We
intend to use shares of our Series B preferred stock, each share of which has the voting power of 40 shares of our Common Stock, as consideration
for transactions as we have done in connection with purchasing an option to acquire the Nkamouna Nickel-Cobalt mining project in Cameroon.
Currently we have 2,000,000 shares of Series B preferred stock designated, all of which are held by Paul Mann, President of our Company.
We therefore need to designate another 2,000,000 shares of Series B preferred stock for advancing the achievement of our business plan.
The Certificate of Amendment to our Certificate of Incorporation to increase the number of designated Series B preferred shares is attached
hereto as Exhibit B and incorporated herein by reference.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders sharing an address unless the Company has received contrary
instructions from one or more of its security holders. The Company undertakes to deliver promptly upon written or oral request a separate
copy of the Information Statement to a security holder at a shared address to which a single copy of the documents was delivered and
provide instructions as to how a security holder can notify the Company that the security holder wishes to receive a separate copy of
the Information Statement.
Security
holders sharing an address and receiving a single copy may request to receive a separate Information Statement at Aeternum Health, Inc.,
601 Pennsylvania Avenue, N.W., Suite 900, Washington, D.C. 20004. Security holders sharing an address can request delivery of a single
copy of the Information Statement if they are receiving multiple copies may also request to receive a separate Information Statement
at Aeternum Health, Inc, 601 Pennsylvania Avenue, N.W., Suite 900, Washington, D.C. 20004, telephone: (202) 580-6500.
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and executive officers, and persons who own more
than ten percent (10%) of our outstanding Common Stock, file with the Securities and Exchange Commission (the “SEC”) initial
reports of ownership and reports of changes in ownership of Common Stock. Such persons are required by the SEC to furnish us with copies
of all such reports they file. Specific due dates for such reports have been established by the SEC and we are required to disclose any
failure to file reports by such dates. We believe that during the fiscal year ended December 31, 2025, all reports required to be filed
pursuant to Section 16(a) were filed on a timely basis.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
We
are required to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy
any document we file at the SEC’s public reference rooms at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference rooms. Copies of our
SEC filings are also available to the public from the SEC’s web site at www.sec.gov.
We
will provide, upon request and without charge, to each shareholder receiving this Information Statement a copy of our filings with the
SEC and other publicly available information. A copy of any public filing is also available, at no charge, by contacting Aeternum Health,
Inc.,, 601 Pennsylvania Avenue, N.W., Suite 900, Washington, D.C. 20004, telephone: (202) 580-6500.
| Date:
August 21, 2026 |
Aeternum
Health, Inc. |
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|
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By
Order of the Board of Directors |
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|
|
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By: |
/s/
Paul Mann |
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Paul
Mann |
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President
|
Exhibit
A
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT TO
THE
CERTIFICATE OF INCORPORATION
OF
AETERNUM
HEALTH, INC.
Aeternum
Health, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to the Corporation’s
Certificate of Incorporation to change Paragraph First to change the name of the Corporation and Paragraph Fourth to (i) increase the
number of authorized shares of common stock and (ii) effect a 1:20 reverse stock split has been duly adopted in accordance with the provisions
of Sections 228 and 242 of the Delaware General Corporation Law, as follows:
FIRST:
The name of the corporation is:
Aeternum
Resources, Inc.
FOURTH:
The aggregate number of shares which the Corporation shall have authority to issue is 500,000,000 shares of common stock, $.01 par value
per share (“Common Stock”), and 10,000,000 shares of blank check preferred stock, par value $.01 per share. The Board of
Directors is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred
stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series,
the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special
rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences and
relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
Reverse
Stock Split. The effective date of this reverse stock split shall be upon the later of (i) the announcement of the reverse split in the
Daily List by the Financial Industry Regulatory Authority (FINRA) of such corporate action or (ii) the date which is at least 20 days
after the date on which the Corporation’s definitive Information Statement is first mailed to its stockholders of record (the “Effective
Time”). At the Effective Time, each 20 shares of Common Stock of the Corporation issued and outstanding immediately prior to the
Effective Time shall automatically be combined and converted, without any action on the part of the holder thereof, into one (1) share
of fully paid and nonassessable Common Stock of the Corporation (the “Reverse Stock Split”). This Reverse Stock Split shall
be effected on a certificate-by-certificate basis, and no fractional shares shall be issued as a result of this Reverse Stock Split.
In lieu thereof, the Corporation shall round up in the event a stockholder would be entitled to receive less than one (1) share of Common
Stock as a result of the Reverse Split.
IN
WITNESS WHEREOF, the Corporation has made the foregoing Amendment to the Certificate of Incorporation, and the President has hereunto
set his hand as of the 31st day of July, 2026.
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AETERNUM
HEALTH, INC. |
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|
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By:
|
/s/
Paul E. Mann |
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Paul
E. Mann, CEO |
Exhibit
B
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT TO
THE
CERTIFICATE OF INCORPORATION
OF
AETERNUM
HEALTH, INC.
Aeternum
Health, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to the Corporation’s
Certificate of Incorporation to change Paragraph Fourth, subsection (1) of subsection B to designate an additional 2,000,000 shares of
Series B preferred stock has been duly adopted in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation
Law, as follows:
FOURTH:
The aggregate number of shares which the Corporation shall have authority to issue is 500,000,000 shares of common stock, $.01 par value
per share (“Common Stock”), and 10,000,000 shares of blank check preferred stock, par value $.01 per share. The Board of
Directors is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred
stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series,
the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special
rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences and
relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
(B)
Description and Designation of Series B Preferred Stock.
(1)
Designation. A total of 4,000,000 shares of the Corporation’s Preferred Stock shall be designated as :Series B Preferred
Stock”. As used herein, the term “Preferred Stock” used without reference to the Series A Preferred Stock or the Series
B Preferred Stock means the shares of Series A Preferred Stock or the Series B Preferred Stock and the shares of any series of authorized
Preferred Stock of the Corporation issued and designated from time to time by a resolution of the Board of Directors, share for share
alike and without distinction as to class or series, except as otherwise expressly provided below.
The
effective date of this amendment shall be upon the later of (i) the announcement of the increase in designated Series B preferred stock
in the Daily List by the Financial Industry Regulatory Authority (FINRA) of such corporate action or (ii) the date which is at least
20 days after the date on which the Corporation’s definitive Information Statement is first mailed to its stockholders of record
(the “Effective Time”).
The
remaining provisions of the Certificate of Incorporation not affected by the aforementioned amendment shall remain in full force and
shall not be affected by this Certificate of Amendment.
IN
WITNESS WHEREOF, the Corporation has made the foregoing Amendment to the Certificate of Incorporation, and the President has hereunto
set his hand as of the 6th day of August, 2026.
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AETERNUM
HEALTH, INC. |
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|
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By:
|
/s/
Paul E. Mann |
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Paul
E. Mann, President |
