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
FUNDAMENTAL
GLOBAL INC.
(Name
of Registrant as specified in Its Charter)
Payment
of filing fee (check the appropriate box):
☒
No fee required
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange
Act Rules 14c-5(g) and 0-11
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF DIRECTORS OF FUNDAMENTAL GLOBAL INC. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
FUNDAMENTAL
GLOBAL INC.
6408
Bannington Road
Charlotte,
NC 28226
INFORMATION
STATEMENT
September
__, 2025
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear
Stockholders:
This
notice and the accompanying information statement (the “Information Statement”) are being distributed to the holders
of record (the “Stockholders”) of the common stock, par value, $0.001 per share (“Common Stock”),
of Fundamental Global Inc., a Nevada corporation (the “Company”), as of the close of business on September 4,
2025 (the “Record Date”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The purpose of this notice and the accompanying Information Statement is to notify the stockholders of actions approved
by our Board of Directors (the “Board”) and taken by written consent in lieu of a meeting by the holders of a majority
of the voting power of our outstanding common stock as of the Record Date (the “Written Consent”). The Written Consent
approved (i) an amendment to the Company’s amended and restated articles of incorporation (the “Current Articles”)
to: (a) increase the number of authorized shares of capital stock to one trillion (1,000,000,000,000) shares, of which nine hundred billion
(900,000,000,000) shares shall be designated as common stock, par value $0.001 per share (the “Common Stock”), one
hundred billion (100,000,000,000) shares shall be designated as preferred stock, par value $0.001 per share (the “Preferred
Stock”), and ten billion (10,000,000,000) shares of such Preferred Stock shall be designated as 8.00% Cumulative Preferred
Stock, Series A, par value $25.00 per share (the “Cumulative Preferred Stock”); (b) require that certain “Concurrent
Jurisdiction Actions” and “Internal Actions” (as such terms are defined in NRS 78.046, collectively, the “Internal
Actions”) must be brought solely or exclusively in the Eighth Judicial District Court of Clark County in the State of Nevada
and that such Internal Actions should be tried before a judge rather than a jury, in accordance with NRS 78.046(4); (c) clarify that
any change of the Company’s name shall not require consent of the Stockholders, in accordance with NRS 78.390(8); (d) have the
Company “opt out” to the interested stockholder combination provisions set forth in NRS Sections 78.411 to 78.444, inclusive;
and (e) have the Company “opt in” to the control share provisions set forth in NRS Sections 78.378 to 78.3793, inclusive;
in each case, pursuant to a Certificate of Amendment (the “Charter Amendment”), a copy of which is attached to this
Information Statement as Annex A; (ii) an amendment to Article VII, Section 11 of the Company By-Laws (the “By-Laws”)
to clarify the applicable voting thresholds for proposed amendments to the By-Laws (the “By-Laws Amendment”), a copy
of which is attached to this Information Statement as Annex B; and (iii) Amendment No. 4 to our 2021 Equity Incentive Plan (the
“Plan Amendment”) to increase the number of shares authorized for issuance under the plan.
The
Written Consent is the only stockholder approval required to effect the approval of the Charter Amendment, the By-Laws Amendment and
the Plan Amendment. No consent or proxies are being requested from our stockholders, and our Board is not soliciting your consent or
proxy in connection with the corporate action (the “Corporate Action”) described in this Information Statement. The
Corporate Action, as approved by the Written Consent, will not become effective until 20 calendar days after the accompanying Information
Statement is first mailed or otherwise delivered to the stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No
action is required by you. The accompanying Information Statement is furnished only to inform our stockholders of the actions described
above before they take place in accordance with Rule 14c-2 of the Exchange Act. This Information Statement is first mailed to you on
or about September __, 2025.
Please
feel free to call us at (704) 994-8279 should you have any questions on the enclosed Information Statement.
| FUNDAMENTAL
GLOBAL INC. |
|
| |
|
| |
|
| D.
Kyle Cerminara |
|
| Chief
Executive Officer |
|
INFORMATION
STATEMENT
FUNDAMENTAL
GLOBAL INC.
6408
Bannington Road
Charlotte,
NC 28226
This
Information Statement is being furnished on or about September __, 2025, by the Board of Directors (the “Board”) of
Fundamental Global to the holders of record of our outstanding common stock, par value $0.001 per share, (“Common Stock”),
as of the close of business on the Record Date, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
On
September 4, 2025, the Board deemed it in our best interests to approve: (i) an amendment to the Company’s Current Articles
to: (a) increase the number of authorized shares of capital stock to one trillion (1,000,000,000,000) shares, of which nine hundred billion
(900,000,000,000) shares shall be designated as common stock, par value $0.001 per share (the “Common Stock”), one
hundred billion (100,000,000,000) shares shall be designated as preferred stock, par value $0.001 per share (the “Preferred
Stock”), and ten billion (10,000,000,000) shares of such Preferred Stock shall be designated as 8.00% Cumulative Preferred
Stock, Series A, par value $25.00 per share (the “Cumulative Preferred Stock”); (b) require that certain “Concurrent
Jurisdiction Actions” and “Internal Actions” (as such terms are defined in NRS 78.046, collectively, the “Internal
Actions”) must be brought solely or exclusively in the Eighth Judicial District Court of Clark County in the State of Nevada
and that such Internal Actions should be tried before a judge rather than a jury, in accordance with NRS 78.046(4); (c) clarify that
any change of the Company’s name shall not require consent of the Stockholders, in accordance with NRS 78.390(8); (d) have the
Company “opt in” to the interested stockholder combination provisions set forth in NRS Sections 78.411 to 78.444, inclusive;
and (e) have the Company “opt in” to the control share provisions set forth in NRS Sections 78.378 to 78.3793, inclusive;
in each case, pursuant to a Certificate of Amendment (the “Charter Amendment”), a copy of which is attached to this
Information Statement as Annex A; (ii) an amendment to Article VII, Section 11 of the Company By-Laws (the “By-Laws”)
to clarify the applicable voting thresholds for proposed amendments to the By-Laws (the “By-Laws Amendment”), a copy
of which is attached to this Information Statement as Annex B; and (iii) Amendment No. 4 to our 2021 Equity Incentive Plan (the
“Plan Amendment”) to increase the number of shares authorized for issuance under the plan.
We
are also providing notice to our stockholders that certain of our stockholders took action on September 4, 2025 (the “Record
Date”), and as described below by the Written Consent. The purpose of this Information Statement is to inform holders of the
shares of Common Stock that the Board considers the following actions to be in the best interests of us and our stockholders and that
a majority of the votes outstanding has approved the following actions by the Written Consent with the actions approved in such Written
Consent to be effective or taken, as the case may be, more than 20 calendar days from the date of mailing this Information Statement
to you.
As
of the Record Date, there were 1,328,554 shares of Common Stock outstanding, with one vote per share.
Under
Section 78.320 of the Nevada Revised Statutes, the written consent of stockholders holding a majority of votes outstanding may be substituted
for a special meeting of the stockholders. Based on the foregoing and in order to eliminate the costs involved in holding a special meeting,
the Board has determined not to call a special meeting of stockholders.
We
will only deliver one copy of this Information Statement to multiple security holders sharing an address unless we have received contrary
instructions from one or more of the security holders. Upon written or oral request, we will promptly deliver a separate copy of this
Information Statement to any security holder at a shared address to which a single copy of this Information Statement was delivered,
or deliver a single copy of this Information Statement to any security holder or holders sharing an address to which multiple copies
are now delivered. You should direct any such requests to the following address: 6408 Bannington Road, Charlotte, NC 28226.
ACTION
BY WRITTEN CONSENT OF THE CONSENTING STOCKHOLDERS
Pursuant
to our Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the voting shares outstanding is required
to effect the action described herein.
As
of the Record Date, there were 1,328,554 shares of Common Stock outstanding, with one vote per share, with 664,277 votes required to
pass any stockholder resolutions.
The
consenting stockholders, (the “Consenting Stockholders”), were the collective record owners of a total of 679,994
voting shares of Common Stock as of the Record Date, which represented approximately 51.183% of the shares outstanding as of the
Record Date. Pursuant to the Nevada Revised Statutes, the Consenting Stockholders voted in favor of the actions described herein by the
Written Consent. There are no cumulative voting rights. No consideration was paid for the consent.
The
Consenting Stockholders included each of the Company’s executive officers and members of the Board, representing an aggregate of
84,291 shares directly owned by all such current directors and executive officers and 376,492 shares beneficially owned
by Fundamental Global GP, LLC, an entity affiliated with Mr. Cerminara.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of the Record Date, the number of shares of Common Stock owned of record and beneficially by (i)
each of our named executive officers and directors; (ii) each person who owns beneficially more than 5% of each class of our outstanding
equity securities; and (iii) all directors and officers as a group. The number and percentages of shares beneficially owned are based
on 1,328,554 shares of Common Stock outstanding as of the Record Date. Beneficial ownership is determined in accordance with the rules
of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock are deemed to be outstanding
and to be beneficially owned by the person listed below for the purpose of computing the percentage ownership of the person, but are
not treated as outstanding for the purpose of computing the percentage ownership of any other person, if that person has the right to
acquire beneficial ownership of such shares within 60 calendar days of the Record Date.
Unless
otherwise indicated below, we believe that each of the persons listed in the table (subject to applicable community property laws) has
the sole power to vote and dispose of the shares listed opposite the stockholder’s name. Unless otherwise indicated below, the
address of each beneficial owner is c/o Fundamental Global Inc., 6408 Bannington Road, Charlotte, North Carolina 28226.
| Name and Address of Beneficial Owner | |
Amount of Beneficial Ownership | | |
Percentage of Common Stock Outstanding | |
| 5% Holders | |
| | | |
| | |
| Fundamental Global GP, LLC (1) | |
| 329,965 | | |
| 24.8 | % |
| | |
| | | |
| | |
| Executive Officers and Directors | |
| | | |
| | |
| D. Kyle Cerminara, Chief Executive Officer, Chairman of the Board (1) (2) | |
| 380,610 | | |
| 29.0 | % |
| Larry G. Swets, Jr. Head of Merchant Banking (3) | |
| 35,564 | | |
| 2.7 | % |
| Mark D. Roberson, Chief Financial Officer (4) | |
| 15,523 | | |
| 1.1 | % |
| Todd R. Major, Chief Accounting Officer (5) | |
| 6,686 | | |
| * | |
| Michael C. Mitchell, Director (6) | |
| 19,218 | | |
| 1.4 | % |
| Ndamukong Suh, Director (7) | |
| 10,573 | | |
| * | |
| Robert J. Roschman, Director (8) | |
| 13,981 | | |
| * | |
| Rita Hayes, Director (9) | |
| 9,694 | | |
| * | |
| Scott D. Wollney, Director (10) | |
| 8,575 | | |
| * | |
| Richard E. Govignon, Jr., Director (11) | |
| 10,167 | | |
| * | |
| Maja Vujinovic, Director, CEO of Digital Assets Division | |
| - | | |
| * | |
| Jose Vargas, Director and Head of Business Development of Digital Assets Division | |
| - | | |
| * | |
| Executive Officers and Directors as a Group (12 Persons) (12) | |
| 510,591 | | |
| 38.2 | % |
*
Less than 1.00%
| (1) |
Fundamental
Global GP, LLC (referred to herein as “FGG”) shares voting and dispositive power with respect to 329,965 shares of common
stock. Mr. Cerminara is Chief Executive Officer of FGG. Due to his positions with FGG and affiliated entities, Mr. Cerminara may
be deemed to be beneficial owner of the shares of the Company’s common stock disclosed as directly owned by FGG. The business
address for FGG and Mr. Cerminara is 6408 Bannington Road, Charlotte, North Carolina 28226. |
| (2) |
Includes
46,527 shares of common stock directly owned by Mr. Cerminara, 301 shares held in Mr. Cerminara’s 401(k) plan, 617 shares held
by Mr. Cerminara’s wife and children, and 3,200 shares purchasable pursuant to stock options exercisable within 60 days of
the Record Date. Also includes 329,965 shares of common stock beneficially owned by FGG, which, with its affiliates, is the largest
stockholder of the Company. Mr. Cerminara, as Chief Executive Officer, Co-Founder and Partner of FGG, is deemed to have shared voting
and dispositive power over the shares beneficially owned by FGG. Mr. Cerminara disclaims beneficial ownership of the shares beneficially
owned by FGG. |
| (3) |
Includes
shares of common stock directly owned by Mr. Swets. |
| (4) |
Includes
12,083 shares of common stock directly owned by Mr. Roberson and 3,440 shares purchasable pursuant to stock options exercisable within
60 days of the Record Date. |
| (5) |
Includes
6,366 shares of common stock directly owned by Mr. Major and 320 shares purchasable pursuant to stock options exercisable within
60 days of the Record Date. |
| (6) |
Includes
shares of common stock directly owned by Mr. Mitchell. |
| (7) |
Includes
shares of common stock directly owned by Mr. Suh. |
| (8) |
Includes
shares of common stock directly owned by Mr. Roschman. |
| (9) |
Includes
shares of common stock directly owned by Ms. Hayes. |
| (10) |
Includes
shares of common stock directly owned by Mr. Wollney. |
| (11) |
Includes
shares of common stock directly owned by Mr. Govignon. |
| (12) |
Includes
172,748 shares directly owned by all current directors and executive officers as a group, 301 shares held in Mr. Cerminara’s
401(k) plan, 617 shares held by Mr. Cerminara’s wife and children, 6,960 shares purchasable pursuant to stock options exercisable
within 60 days of the Record Date, and 329,965 shares beneficially owned by FGG. |
APPROVAL
OF THE PLAN AMENDMENT
The
Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was originally adopted by our Board of Directors on October
1, 2021 and was approved by our stockholders at our 2021 Annual Meeting of Stockholders. On May 16, 2023, the Board, with stockholder
approval, amended the 2021 Plan with Amendment No. 1, to increase the number of shares authorized for issuance from 60,000 shares to
80,000 shares and on December 19, 2024, the Board, with stockholder approval, amended the 2021 Plan with Amendment No. 2, to increase
the number of shares authorized for issuance from 80,000 shares to 180,000 shares. We obtained the Written Consent from the Consenting
Stockholders on July 23, 2025, regarding a further amendment to the 2021 Plan to increase the number of shares of common stock authorized
for issuance under the 2021 Plan from 180,000 shares to 10,000,000 shares (“Amendment No. 3”). On August 15, 2025, the Company
commenced mailing a definitive information statement to all stockholders of record as of July 23, 2025 (the “August Information
Statement”) concerning the Written Consent from the Consenting Stockholders approving Amendment No. 3. Accordingly, Amendment No.
3 will become effective on September 5, 2025, which is 20 days after the mailing of the August Information Statement. We obtained the
Written Consent from the Consenting Stockholders on September 4, 2025, regarding a further amendment to the 2021 Plan to increase
the number of shares of common stock authorized for issuance under the 2021 Plan from 10,000,000 shares to 40,000,000 shares (“Amendment
No. 4”) because we believe that the 2021 Plan continues to be essential to our continued success, by allowing the Company to provide
incentives to attract and retain key employees, non-employee directors and consultants and align their interests with those of our stockholders.
The Board believes that the availability of additional shares of common stock for awards granted under the 2021 Plan is needed to enable
the Company to meet its anticipated equity compensation objectives to attract, motivate and retain qualified employees, officers and
directors.
As
of the Record Date, approximately 69,415 shares remained available for issuance under the 2021 Plan. Our Board of Directors has determined
that this amount is insufficient to meet our needs for future equity incentive awards. In its determination to seek the Written Consent
from the Consenting Stockholders, the Board of Directors reviewed the Compensation Committee’s recommendations. Among other factors,
the Board of Directors and the Compensation Committee have considered that (i) the Company desires to align the financial interests of
its executives and other employees with those of the Company’s stockholders; (ii) the Company anticipates the use of equity compensation
for recruitment and retention purposes in the future; (iii) the Company is seeking to conserve cash and intends to continue to use equity
grants as a significant portion of director compensation and employee awards; and (iv) the Company’s objectives for the near future
are likely to include the recruitment of executives and other personnel. Based on our historical equity grant practices, we believe that
the approval of Amendment No. 4 will create an increased share reserve that will be sufficient for us to continue granting equity awards
for approximately three to five years.
Summary
of the Plan
Awards
and Term of the Plan
Awards
granted under the 2021 Plan may be in the form of stock options (which may be incentive stock options or nonqualified stock options),
stock appreciation rights (or “SARs”), restricted shares, restricted share units, and other share-based awards. No awards
may be made under the 2021 Plan after September 30, 2031 or such earlier date as the Board of Directors may terminate the 2021 Plan.
Administration
The
2021 Plan will be administered by the Compensation Committee, or by such other committee or subcommittee as may be appointed by our Board,
and which consists entirely of two or more individuals who are “non-employee directors,” within the meaning of Rule 16b-3
under the Exchange Act, and “independent directors,” within the meaning of applicable stock exchange rules. The Compensation
Committee can make rules and regulations and establish such procedures for the administration of the 2021 Plan as it deems appropriate
and may delegate any of its authority to one or more directors or employees, to the extent permitted by applicable laws. Our Board of
Directors also reserves the authority to administer and issue awards under the 2021 Plan.
Eligibility
The
2021 Plan provides for awards to our non-employee directors and to employees and consultants of the Company and our subsidiaries who
are selected by the Compensation Committee, except that incentive stock options may only be granted to our employees and employees of
our subsidiaries. It is currently anticipated that approximately one hundred employees, six non-employee directors, and two consultants
will be eligible for awards under the 2021 Plan, at the discretion of the Compensation Committee.
Shares
Available
The
maximum number of shares that may be issued or transferred with respect to awards under the 2021 Plan is 40,000,000 shares, subject to
adjustment in certain circumstances as described below. Shares issued under the 2021 Plan may include authorized but unissued shares,
treasury shares, shares purchased in the open market, or a combination of the foregoing.
Shares
underlying awards that are settled in cash or that terminate or are forfeited, cancelled, or surrendered without the issuance of shares
generally will again be available for issuance under the 2021 Plan. However, shares used to pay the exercise price of stock options,
shares repurchased by the Company with stock option proceeds, and shares used to pay withholding taxes upon exercise, vesting or payment
of an award, will not be added back to the share reserve under the 2021 Plan. In addition, when a SAR is exercised and settled in shares,
all of the shares underlying the SAR will be counted against the share limit of the 2021 Plan, regardless of the number of shares used
to settle the SAR.
Shares
subject to awards that are granted in assumption of, or in substitution or exchange for, outstanding awards previously granted by an
entity acquired directly or indirectly by the Company will not count against the share limit above, except as may be required by the
rules and regulations of any stock exchange or trading market.
Non-Employee
Director Award Limit
The
2021 Plan provides that the aggregate grant date fair value of all awards granted to any single non-employee director during any single
calendar year (determined as of the applicable grant date(s) under applicable financial accounting rules), taken together with any cash
fees paid to the non-employee director during the same calendar year, may not exceed $200,000.
Stock
Options
Subject
to the terms and provisions of the 2021 Plan, options to purchase shares may be granted to eligible individuals at any time and from
time to time as determined by the Compensation Committee. Options may be granted as incentive stock options (all of the shares available
for issuance under the 2021 Plan may be issued pursuant to incentive stock options), or as non-qualified stock options. Subject to the
limits provided in the 2021 Plan, the Compensation Committee or its delegate will determine the number of options granted to each recipient.
Each option grant will be evidenced by a stock option agreement that specifies whether the options are intended to be incentive stock
options or non-qualified stock options and such additional limitations, terms and conditions as the Compensation Committee may determine.
The
exercise price for each stock option may not be less than 100% of the fair market value of a share on the date of grant, and each stock
option shall have a term no longer than 10 years. As of the last trading day prior to the Record Date, the closing price of our common
stock as reported on The Nasdaq Stock Market was $11.40 per share. The method of exercising a stock option granted under the 2021
Plan will be set forth in the applicable award agreement and may include payment of cash or cash equivalent, tender of previously acquired
shares with a fair market value equal to the exercise price, a cashless exercise (including withholding of shares otherwise deliverable
on exercise or a broker-assisted arrangement as permitted by applicable laws), a combination of the foregoing methods, or any other method
approved by the Compensation Committee in its discretion.
The
grant of a stock option does not accord the recipient any of the rights of a stockholder, and such rights accrue only after the exercise
of the stock option and the registration of shares in the recipient’s name.
Stock
Appreciation Rights
The
Compensation Committee in its discretion may grant SARs under the 2021 Plan. A SAR entitles the holder to receive from us upon exercise
an amount equal to the excess, if any, of the aggregate fair market value of a specified number of shares that are the subject of such
SAR over the aggregate exercise price for the underlying shares. The exercise price for each SAR may not be less than 100% of the fair
market value of a share on the date of grant, and each SAR shall have a term no longer than 10 years.
We
may make payment in settlement of the exercise of a SAR by delivering shares, cash or a combination of stock and cash as set forth in
the applicable award agreement. Each SAR will be evidenced by an award agreement that specifies the date and terms of the award and such
additional limitations, terms and conditions as the Compensation Committee may determine.
Restricted
Shares
Under
the 2021 Plan, the Compensation Committee may grant or sell restricted shares to plan participants (i.e., shares that are subject
to a substantial risk of forfeiture based on continued service and/or the achievement of performance objectives and that are subject
to restrictions on transferability). Except for these restrictions and any others imposed by the Compensation Committee, upon the grant
of restricted shares, the recipient will have rights of a stockholder with respect to the restricted shares, including the right to vote
the restricted shares and to receive dividends and other distributions paid or made with respect to the restricted shares, except that
any dividends with respect to unvested shares will be accumulated or reinvested in additional restricted shares until the vesting of
the award. During the applicable restriction period, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the
restricted shares. Each award of restricted shares will be evidenced by an award agreement that specifies the terms of the award and
such additional limitations, terms and conditions, which may include restrictions based upon the achievement of performance objectives,
as the Compensation Committee may determine.
Restricted
Share Units
Under
the 2021 Plan, the Compensation Committee may grant or sell to plan participants restricted share units, which constitute an agreement
to deliver shares (or an equivalent value in cash) to the participant at the end of a specified restriction period and subject to such
other terms and conditions as the Compensation Committee may specify. Restricted share units are not shares and do not entitle the recipients
to any of the rights of a stockholder. Restricted share units will be settled in cash or shares, in an amount based on the fair market
value of a share on the settlement date. Each restricted share unit award will be evidenced by an award agreement that specifies the
terms of the award and such additional limitations, terms and conditions as the Compensation Committee may determine, which may include
restrictions based upon the achievement of performance objectives.
Other
Share-Based Awards
The
2021 Plan also provides for grants of other share-based awards under the plan, which may include unrestricted shares or time-based or
performance-based unit awards that are settled in shares or cash. Each other share-based award will be evidenced by an award agreement
that specifies the terms of the award and such additional limitations, terms and conditions as the Compensation Committee may determine.
Dividend
Equivalents
As
determined by the Compensation Committee in its discretion, restricted share units or other share-based awards may provide the participant
with a deferred and contingent right to receive dividend equivalents, either in cash or in additional shares. Any such dividend equivalents
will be accumulated or deemed reinvested until such time as the underlying award becomes vested (including, where applicable, the achievement
of performance objectives). No dividend equivalents shall be granted with respect to shares underlying any stock option or SAR.
Performance
Objectives
The
plan provides that performance objectives may be established by the Compensation Committee in connection with any award granted under
the 2021 Plan. Performance objectives may relate to the performance of the Company or one or more of our subsidiaries, divisions, departments,
units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of an individual
participant, and performance objectives may be made relative to the performance of a group or companies or a special index of companies.
Any such performance objectives will be based on the achievement of one or more criteria selected by the Compensation Committee, which
may include (but shall not be limited to) the following: revenue; revenue growth; earnings before interest and taxes; earnings before
interest, taxes, depreciation and amortization; earnings per share; operating income; pre- or after-tax income; net operating profit
after taxes; economic value added (or an equivalent metric); ratio of operating earnings to capital spending; cash flow (before or after
dividends); cash-flow per share (before or after dividends); net earnings; net sales; sales growth; share price performance; return on
assets or net assets; return on equity; return on capital (including return on total capital or return on invested capital); cash flow
return on investment; total stockholder return; improvement in or attainment of expense levels; and improvement in or attainment of working
capital levels.
Change
in Control
The
2021 Plan generally provides for “double-trigger” vesting of equity awards in connection with a change in control of the
Company, as described below.
To
the extent that outstanding awards granted under the 2021 Plan are assumed in connection with a change in control, then, except as otherwise
provided in the applicable award agreement or in another written agreement with the participant, all outstanding awards will continue
to vest and become exercisable (as applicable) based on continued service during the remaining vesting period, with performance-based
awards being converted to service-based awards at the “target” level. Vesting and exercisability (as applicable) of awards
that are assumed in connection with a change in control generally would be accelerated in full on a “double-trigger” basis,
if, within two years after the change in control, the participant’s employment is involuntarily terminated without “cause”,
or by the participant for “good reason”. Any stock options or SARs that become vested on a “double-trigger” basis
generally would remain exercisable for the full duration of the term of the applicable award.
To
the extent outstanding awards granted under the 2021 Plan are not assumed in connection with a change in control, then such awards generally
would become vested in full on a “single-trigger” basis, effective immediately prior to the change in control, with performance-based
awards becoming vested at the “target” level. Any stock options or SARs that become vested on a “single-trigger”
basis generally would remain exercisable for the full duration of the term of the applicable award.
The
Compensation Committee has the discretion to determine whether any outstanding awards granted under the 2021 Plan will be assumed by
the resulting entity in connection with a change in control, and the Compensation Committee has the authority to make appropriate adjustments
in connection with the assumption of any awards. The Compensation Committee also has the right to cancel any outstanding awards in connection
with a change in control, in exchange for a payment in cash or other property (including shares of the resulting entity) in an amount
equal to the excess of the fair market value of the shares subject to the award over any exercise price related to the award, including
the right to cancel any “underwater” stock options and SARs without payment therefor.
For
purposes of the 2021 Plan, a “change in control” generally includes (a) the acquisition of 50% or more of the company’s
common stock; (b) a reorganization, merger, consolidation or similar transaction, or a sale of substantially all of the Company’s
assets; or (c) the complete liquidation or dissolution of the Company. The full definition of “change in control” is set
out in the 2021 Plan.
Whether
a participant’s employment has been terminated for “cause” will be determined by the Company. Unless otherwise provided
in the applicable award agreement or in an another written agreement with the participant, “cause”, as a reason for termination
of a participant’s employment generally includes (a) an intentional act of fraud, embezzlement, theft or any other illegal or unethical
act in connection with the performance of the participant’s duties to the Company or a subsidiary that the Company determines,
acting in good faith, has materially injured or is highly likely to materially injure the Company, or any other terminable offense under
the Company’s policies and practices; (b) intentional damage to the Company’s (or a subsidiary’s) assets; (c) conviction
of (or plea of nolo contendere to) any felony or other crime involving moral turpitude; (d) improper, willful and material disclosure
or use of the Company’s (or a subsidiary’s) confidential information or other willful material breach of the participant’s
duty of loyalty to the Company or a subsidiary; (e) a willful, material violation of the Company’s policies and procedures as set
out in its employee handbook or a material violation of the Company’s code of conduct that the Company determines, acting in good
faith, has materially injured or is highly likely to materially injure the Company, monetarily or otherwise; or (f) the participant’s
willful failure or refusal to follow the lawful and good faith directions of the Company or a subsidiary.
For
purposes of the 2021 Plan, unless otherwise provided in the applicable award agreement or in another written agreement with the participant,
“good reason” generally includes (a) the assignment to the participant of any duties that are materially inconsistent with
the participant’s duties or responsibilities as assigned by the Company or a subsidiary, or any other action by the Company or
a subsidiary that results in a material diminution in the participant’s duties or responsibilities, unless remedied by the Company
promptly after receipt of notice from the participant; or (b) any material failure by the Company or a subsidiary to comply with its
agreed obligations to the participant, other than an isolated, insubstantial and inadvertent failure which is remedied by the Company
promptly after receipt of notice from the participant.
Forfeiture
and Recoupment of Awards
Awards
granted under the 2021 Plan may be subject to forfeiture or recoupment as provided pursuant to the Company’s Clawback Policy, as
filed as Exhibit 97 to the Company’s Annual Report on Form 10-K, which is incorporated by reference herein.
Adjustments
In
the event of any equity restructuring, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a
large, nonrecurring cash dividend, the Compensation Committee will adjust the number and kind of shares that may be delivered under the
2021 Plan, the number and kind of shares subject to outstanding awards and the exercise price or other price of shares subject to outstanding
awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger,
consolidation or liquidation, the Compensation Committee may, in its discretion, make such an equitable adjustment, to prevent dilution
or enlargement of rights. However, unless otherwise determined by the Compensation Committee, we will always round down to a whole number
of shares subject to any award. Moreover, in the event of any such transaction or event, the Compensation Committee, in its discretion,
may provide in substitution for any or all outstanding awards such alternative consideration (including cash) as it, in good faith, may
determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced.
Transferability
Except
as the Compensation Committee otherwise determines, awards granted under the 2021 Plan will not be transferable by a participant other
than by will or the laws of descent and distribution. Except as otherwise determined by the Compensation Committee, stock options and
SARs will be exercisable during a participant’s lifetime only by him or her or, in the event of the participant’s incapacity,
by his or her guardian or legal representative. Any award made under the 2021 Plan may provide that any shares issued as a result of
the award will be subject to further restrictions on transfer.
Amendment;
Prohibition on Re-Pricing
The
Board of Directors may amend, alter or discontinue the 2021 Plan at any time, with stockholder approval to the extent required by applicable
laws. No such amendment or termination, however, may adversely affect in any material way any holder of outstanding awards without his
or her consent, except for amendments made to cause the plan to comply with applicable law, stock exchange rules or accounting rules.
Except
in connection with a corporate transaction, no award may be amended or otherwise subject to any action that would be treated as a “re-pricing”
of such award, unless such action is approved by our stockholders.
Federal
Income Tax Consequences
The
following is a summary of certain U.S. federal income tax consequences of awards made under the 2021 Plan, based upon the laws in effect
on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in
light of the circumstances of a particular participant under the plan. The income tax consequences under applicable state and local tax
laws may not be the same as under federal income tax laws.
Non-Qualified
Stock Options. A participant will not recognize taxable income at the time of grant of a non-qualified stock option. A participant
will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise
of a non-qualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price.
Incentive
Stock Options. A participant will not recognize taxable income at the time of grant of an incentive stock option. A participant will
not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the
shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and
one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed
as long-term capital gain or loss. If, however, such shares are disposed of within either of such two- or one-year periods, then in the
year of such disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of
the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price.
Stock
Appreciation Rights. A participant will not recognize taxable income at the time of grant of a SAR. Upon exercise, a participant
will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) equal to the
fair market value of any shares delivered and the amount of cash paid by us.
Restricted
Shares. A participant will not recognize taxable income at the time of grant of restricted shares, unless the participant makes an
election under Section 83(b) of the Internal Revenue Code to be taxed at such time. If such election is made, the participant will recognize
compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant equal
to the excess of the fair market value of the shares at such time over the amount, if any, paid for the restricted shares. If such election
is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect
of an employee) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time
over the amount, if any, paid for the restricted shares.
Restricted
Share Units. A participant will not recognize taxable income at the time of grant of a restricted share unit award. A participant
will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time
of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid by us.
Other
Share-Based Awards and Cash-Based Awards. Generally, participants will recognize taxable income at the time of payment of cash-based
awards and at the time of settlement of other share-based awards (with the amount of income recognized pursuant to other share-based
awards generally being equal to the amount of cash and the fair market value of any shares delivered under the award).
Tax
Deductibility of Compensation Provided Under the 2021 Plan. When a participant recognizes ordinary compensation income as a result
of an award granted under the 2021 Plan, the Company may be permitted to claim a federal income tax deduction for such compensation,
subject to various limitations that may apply under applicable law.
For
example, Section 162(m) of the Internal Revenue Code disallows the deduction of certain compensation in excess of $1 million per year
payable to certain covered employees of a public company, and the Tax Cuts and Jobs Act, which was enacted on December 22, 2017, expanded
the scope of Section 162(m) in several respects, including by repealing an exemption from the $1 million deduction limit for “qualified
performance-based compensation,” generally effective for taxable years beginning after December 31, 2017. As a result, except as
otherwise permitted pursuant to applicable transition rules, compensation paid in 2021 or a later fiscal year to one of our covered employees
generally would not be deductible by the Company to the extent that it exceeds $1 million.
Further,
to the extent that compensation provided under the Plan may be deemed to be contingent upon a change in control, a portion of such compensation
may be non-deductible by the Company under Section 280G of the Internal Revenue Code and may be subject to a 20% excise tax imposed on
the recipient of the compensation.
Section
409A. Section 409A of the Internal Revenue Code imposes certain restrictions upon the payment of nonqualified deferred compensation.
We intend that awards granted under the 2021 Plan will be designed and administered in such a manner that they are either exempt from
the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code. However, the Company does not warrant
the tax treatment of any award under Section 409A or otherwise.
Registration
with the SEC
The
Company intends to file an amendment to the Registration Statement on Form S-8 currently filed with the SEC relating to the issuance
of shares under the 2021 Plan with the SEC pursuant to the Securities Act of 1933, as amended, after the effectiveness of the approval
by the Consenting Stockholders of Amendment No. 3.
New
Plan Benefits
Because
it is within the discretion of the Compensation Committee to determine which non-employee directors, employees and consultants will receive
awards and the amount and type of such awards, it is not presently possible to determine the number of individuals to whom awards will
be made in the future under the 2021 Plan or the amount of such awards. Information regarding our recent practices with respect to equity
awards under the 2021 Plan are presented in the “Summary Compensation Table” and “Director Compensation” in the
Company’s Annual Report on Form 10-K/A incorporated by reference herein.
APPROVAL
OF THE CHARTER AMENDMENT
Our
Current Articles authorize us to issue up to 4,000,000 shares of Common Stock, 99,000,000 shares of Undesignated Preferred Stock and
1,000,000 shares of Series A Preferred Stock. On August 15, 2025, the Company commenced mailing a definitive information statement to
all stockholders of record as of July 23, 2025 (the “August Information Statement”) concerning the Written Consent from the
Consenting Stockholders approving an amendment to our Current Articles (the “July Charter Amendment”). The July Charter Amendment
will increase the authorized number of shares of Common Stock to 1,000,000,000 shares, increase the authorized number of shares of Undesignated
Preferred Stock to 500,000,000, increase the authorized number of shares of Series A Preferred Stock to 15,000,000 shares and change
the Company’s name to “FG Nexus Inc.” The July Charter Amendment will become effective when the Nevada Secretary of
State declares the July Charter Amendment effecting after it is filed with the Nevada Secretary of State on September 5, 2025, which
is 20 days after the mailing of the August Information Statement.
Our
Board of Directors and Consenting Stockholders have approved a new amendment to our Current Articles, (the “Charter Amendment”)
to (a) increase the number of authorized shares of capital stock to one trillion (1,000,000,000,000) shares, of which nine hundred billion
(900,000,000,000) shares shall be designated as common stock, par value $0.001 per share (the “Common Stock”), one
hundred billion (100,000,000,000) shares shall be designated as common stock, par value $0.001 per share (the “Common Stock”),
twenty billion (20,000,000,000) shares shall be designated as preferred stock, par value $0.001 per share (the “Preferred Stock”),
and ten billion (10,000,000,000) shares of such Preferred Stock shall be designated as 8.00% Cumulative Preferred Stock, Series A, par
value $25.00 per share (the “Cumulative Preferred Stock”); (b) require that certain “Concurrent Jurisdiction
Actions” and “Internal Actions” (as such terms are defined in NRS 78.046, collectively, the “Internal Actions”)
must be brought solely or exclusively in the Eighth Judicial District Court of Clark County in the State of Nevada and that such Internal
Actions should be tried before a judge rather than a jury, in accordance with NRS 78.046(4); (c) clarify that any change of the Company’s
name shall not require consent of the Stockholders, in accordance with NRS 78.390(8); (d) have the Company “opt in” to the
interested stockholder combination provisions set forth in NRS Sections 78.411 to 78.444, inclusive; and (e) have the Company “opt
in” to the control share provisions set forth in NRS Sections 78.378 to 78.3793, inclusive; in each case, pursuant to a Certificate
of Amendment substantially in the form previously circulated to the Board (the “Charter Amendment”), which shall be
filed with the Secretary of State of the State of Nevada (the “NV Filing Office”).
Purpose
of the Charter Amendment
The
Company’s business objective is to acquire at least 10% of the outstanding ETH, which is valued at approximately $50 billion today.
The Company has already filed an at-the-market and shelf registration statement with the U.S. Securities and Exchange Commission to raise
$5 billion. We believe the Company will need to continue to raise capital through the issuance of securities to achieve the Company’s
objective. Accordingly, the Board and the Consenting Stockholders have approved the Charter Amendment to increase the Company’s
authorized share capital. We have no other current plans, proposals or arrangements, written or otherwise, to issue any of the additional
authorized common shares resulting from the increase in the number of our authorized shares of Common Stock.
In
the Charter Amendment the Board and the Consenting Stockholders have also approved amendments that will require that certain “Concurrent
Jurisdiction Actions” and “Internal Actions” (as such terms are defined in NRS 78.046, collectively, the “Internal
Actions”) must be brought solely or exclusively in the Eighth Judicial District Court of Clark County in the State of Nevada
and that such Internal Actions should be tried before a judge rather than a jury, in accordance with NRS 78.046(4). Nevada corporate
law was recently revised to permit a Nevada corporation to specify in its articles of incorporation or by-laws that (a) certain types
of internal affairs disputes (i.e., “Internal Actions”), as well as those types of action that may be subject to overlapping
jurisdiction (such as those that can be brought in either state or federal courts, “Concurrent Jurisdiction Actions”), can
be subject to exclusive jurisdiction in a specified court (which, with respect to Internal Actions, must include at least one court in
the State of Nevada), and (b) that all or certain of such Internal Actions must be tried before a judge, rather than a jury. The Board
elected to make these amendments to provide the Company with more certainty and predictability regarding where such disputes would be
brought, who would be hearing them, and the legal reasoning and precedent that would likely be applied to these types of disputes.
The
Charter Amendment, further, provides that any change of the Company’s name shall not require consent of the Stockholders, in accordance
with NRS 78.390(8). Nevada corporate law was recently revised to provide that a name change amendment to the articles of incorporation
does not require approval of the stockholders unless the articles of incorporation expressly requires such approval. There was a perceived
ambiguity in the Company’s Current Articles as to whether such a name change amendment would require stockholder approval, so the
Board desired to align the Company’s Current Articles more closely to the revised statute such that a Certificate of Amendment
solely changing the name of the Company can be made solely with the approval of the Board.
Finally,
the Charter Amendment provides that the Company will “opt out” to both the interested stockholder combination provisions
set forth in NRS Sections 78.411 to 78.444 and the control share provisions set forth in NRS
Sections
78.378 to 78.3793. The Board and Consenting Stockholders decided to opt out of the “business combination” and “control
share” anti-takeover provisions because there can be uncertainty at any given point in time if either applies (for example, the
control share provisions only apply only to a corporation doing business in Nevada directly or through an affiliate and it must have
200 or more stockholders (at least 100 of which must have addresses in NV on the stock ledger). The Board and Consenting Stockholders
determined to opt out of Nevada’s interested stockholder combination laws primarily to foster a more favorable environment for
takeovers and to avoid anti-takeover measures that could suppress the Company’s stock value. By opting out, a Company can signal
to potential acquirers and shareholders that its Board is more open to the possibility of a change of control transaction. We believe
that opting out of the interested stockholder provisions, better serves stockholder interests, allowing the market to more freely determine
the value of the Company in a potential sale.
Possible
Anti-Takeover Effects of the Proposed Increase in Authorized Capital Stock
The
increase in authorized capital with respect to the authorized number of shares of Common Stock, Undesignated Preferred Stock and Series
A Preferred Stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change in control of our
Company without further action by our stockholders. Authorized and unissued shares of Common Stock, Undesignated Preferred Stock or Series
A Preferred Stock could be issued (within the limits imposed by applicable law) in one or more transactions. Any such issuance of additional
shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common
Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control
of us.
While
the Charter Amendment may have anti-takeover ramifications, our Board believes that the reasons for such Charter Amendment set forth
above outweigh any disadvantages. To the extent that such amendment may have anti-takeover effects, such amendment may encourage persons
seeking to acquire our Company to negotiate directly with the Board, enabling the Board to consider the proposed transaction in a manner
that best serves our stockholders’ interests. The Charter Amendment has not been made in response to, and is not being presented
to deter, any effort to obtain control of us.
No
Pre-Emptive Rights
Holders
of our Common Stock and Series A Preferred Stock do not have any pre-emptive or similar rights to acquire or subscribe for or purchase
any additional shares of any class of capital stock that may be issued in the future and, therefore, future issuances of our Common Stock,
Undesignated Preferred Stock or Series A Preferred Stock may, depending on the circumstances, have a dilutive effect on the earnings
per share, voting power and other interests of our existing stockholders.
APPROVAL
OF THE AMENDMENT TO THE BYLAWS
Currently,
Article VII, Section 11 of our By-Laws provide that the By-Laws may be altered, amended or repealed by the Board or by the stockholders,
as expressly provided in the Company’s Current Articles. Article IX of the Company’s Current Articles provides that (a) the
Board may amend the By-Laws by the affirmative vote of a majority of the Directors then in officer (Article IX, Section 1) and (b) that
the Stockholders may amend the By-Laws by the affirmative vote of at least a majority of the voting power of all then-outstanding shares
of stock of the Company entitled to vote generally in the election of Directors, voting together as a single class. Our Board and the
Consenting Stockholders have approved the Charter Amendment and the First Amendment to the By-Laws (the “By-Laws Amendment”),
which taken together provide that our Board would reserve the sole authority to alter, amend, or repeal the Company’s By-Laws.
A copy of the By-Laws Amendment is attached to this Information Statement as Annex B,
Purpose
of the Amendment to the By-Laws
The
purpose of the By-Laws Amendment is to provide our Board the sole authority to alter, amend or repeal the Company’s By-Laws. The
Company believes giving the Board the authority to amend and repeal bylaws provides the Company with greater agility, improved governance,
and operational efficiency. Bylaws are a corporation’s internal rulebook, and enabling the Board to update them, in accordance
with state law, allows the company to respond quickly to evolving circumstances without needing a potentially time-consuming and costly
shareholder vote. The Crypto business landscape is always in flux due to economic conditions, technological innovation, and regulatory
changes. Board authority allows the Company to update its internal governance to address new challenges and opportunities, ensuring the
rules remain relevant and effective. Requiring shareholder approval for every amendment to the By-Laws can be slow and cumbersome. Board
authority to amend the By-Laws is a more nimble approach that enables the company to resolve governance issues quickly and efficiently,
particularly in times of crisis. The By-Laws are complex legal documents, and minor ambiguities or errors can appear over time. Allowing
the Board to make quick, non-controversial adjustments prevents minor flaws from becoming major procedural issues. Over time, the Company’s
actual practices can diverge from the written By-Laws, which can create a legal risk. Regular reviews and amendments by the Board can
clarify ambiguous language and ensure the By-Laws align with current operations, protecting the company from legal challenges. Also allowing
the Board to unilaterally amend the By-Laws can be a powerful tool for adopting defensive measures against unwanted shareholder activism.
These measures may include rules on director qualifications, advance notice for nominations, and how special shareholder meetings can
be called.
No
Dissenters’ Rights
You
and our other stockholders will not have a right to dissent and obtain payment for their shares under the NRS or our Current Articles
or Bylaws, as amended, with respect to any matters described in this Information Statement.
WHERE
YOU CAN FIND MORE INFORMATION
The
SEC maintains a website that contains reports, proxy and information statements and other information regarding us and other issuers
that file electronically with the SEC at www.sec.gov. Our Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, as well as any amendments to those reports, are available free of charge through the SEC’s website.
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” into this Information Statement documents we file with the SEC. This means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important
part of this Information Statement, and information that we file later with the SEC will automatically update and supersede this information.
Therefore, you should check for reports that we may have filed with the SEC after the date of this Information Statement. We incorporate
by reference the following filings (except for information therein furnished to the SEC that is not deemed to be “filed”
for purposes of the Exchange Act):
| ● |
Our
Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, as amended by Amendment No.
1 thereto on Form 10-K/A, filed with the SEC on April 30, 2025; |
| |
|
| ● |
Our
Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the SEC on May 14, 2025; |
| |
|
| ● |
Our
Current Report on Form 8-K filed with the SEC on March 20, 2025; |
| |
|
| ● |
Our
Current Report on Form 8-K filed with the SEC on July 30, 2025; |
| |
|
| ● |
Our
Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed with the SEC on August 7, 2025; |
| |
|
| ● |
Our
Current Report on Form 8-K filed with the SEC on August 8, 2025; |
| |
|
| ● |
The
description of our common stock, par value $0.001 per share contained in our Registration Statement on Form 8-A, filed with the SEC
on March 19, 2014, as updated by “Description of the Registrant’s Securities Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934” filed as Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December
31, 2024, and any amendment or report filed for the purpose of updating such description. |
Any
statement contained in this Information Statement or in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Information Statement to the extent that a statement contained in any subsequently filed document which
is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Information Statement.
This
Information Statement, or information incorporated by reference herein, contains summaries of certain agreements that we have filed as
exhibits to various SEC filings, as well as certain agreements that we entered into in connection with the transactions discussed herein.
The descriptions of the agreements contained in this Information Statement or information incorporated by reference herein do not purport
to be complete and are subject to, or qualified in their entirety by reference to, the definitive agreements. You can obtain the documents
incorporated by reference in this Information Statement, from the SEC at its website, www.sec.gov, or by writing or telephoning us at
the following address:
FUNDAMENTAL
GLOBAL INC.
6408
Bannington Road
Charlotte,
NC 28226
Telephone:
704-994-8279
CONCLUSION
As
a matter of regulatory compliance, the Company is sending you this Information Statement that describes the purpose and effect of the
actions adopted by the Board and the Consenting Stockholders. Your consent to the approval of the actions is not required and is not
being solicited in connection herewith. The actions approved in such Written Consent will be effective or taken, as the case may be,
more than 20 calendar days from the date of mailing this Information Statement to you. This Information Statement is intended to provide
the Company’s stockholders information required by the rules and regulations of the Exchange Act.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
| By
Order of the Board of Directors, |
|
| |
|
| |
|
| D.
Kyle Cerminara |
|
| Chief
Executive Officer |
|
ANNEX
A
CERTIFICATE
OF AMENDMENT
TO
THE
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
FUNDAMENTAL
GLOBAL INC.
ANNEX
B
AMENDMENT
TO
THE
BY-LAWS
OF
FUNDAMENTAL
GLOBAL INC.
