UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment
No. [●] )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☒ |
Preliminary Proxy Statement |
| |
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| ☐ |
Confidential, For Use of the Commission Only (As Permitted
by Rule 14a-6(e)(2)) |
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| ☐ |
Definitive Proxy Statement |
| |
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| ☐ |
Definitive Additional Materials |
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| ☐ |
Soliciting Material under Rule 14a-12 |
SafeSpace
Global Corporation
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check all boxes that apply):
| ☒ |
No fee required |
| |
|
| ☐ |
Fee paid previously with preliminary materials. |
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| ☐ |
Fee computed on table in exhibit required by Item 25(b)
per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PRELIMINARY
CONSENT SOLICITATION STATEMENT – SUBJECT TO COMPLETION
SAFESPACE
GLOBAL CORPORATION
311 S. Weisgarber Road
Knoxville, Tennessee 37919
NOTICE
OF CONSENT SOLICITATION
February
10, 2026
Fellow
Stockholder:
The
Board of Directors (the “Board”) of SafeSpace Global Corporation, a Nevada corporation (the “Company”),
is providing you the accompanying consent solicitation statement on Schedule 14A (the “Consent Solicitation Statement”)
to obtain from the Company’s stockholders written consents approving an amendment to the Company’s Amended and Restated Articles
of Incorporation to increase the total number of authorized shares of common stock, $0.001 par value per share (“Common
Stock”), from 200,000,000 to 300,000,000 and to authorize 30,000,000 shares of “blank check” preferred stock
(“Preferred Stock”). Such approval by the stockholders is herein referred to as the “Action.”
The Action is described in more detail in the accompanying Consent Solicitation Statement.
The
Board has established the close of business on February 10, 2026, as the record date for determining stockholders entitled to
submit written consents. For the Action to be approved, written consents “FOR” approval of the Action must be submitted by
stockholders holding at least a majority of the voting power of outstanding stock entitled to vote thereon.
The
Board has approved and authorized the proposed Action and recommends that all stockholders consent to the Action by marking the box titled
“FOR” and submitting to the Company the Action by Written Consent form, which is attached as Appendix A to the Consent
Solicitation Statement. To be counted, your properly completed and executed Action by Written Consent form must be received by the Company
before 11:59 p.m. Eastern Time on March 19, 2026 (the “Expiration Date”), subject to early termination
or extension of the Expiration Date at the Company’s discretion.
The
Consent Solicitation Statement is being sent on or about February 20, 2026, to stockholders of record of the Company’s capital
stock as of February 10, 2026.
| Sincerely, |
|
| |
|
| |
|
| Scott M. Boruff |
|
| Chief Executive Officer and |
|
| Chairman of the Board of Directors |
|
SAFESPACE
GLOBAL CORPORATION
311
S. Weisgarber Road
Knoxville,
Tennessee 37919
+1
(865) 237-4448
CONSENT
SOLICITATION STATEMENT
This
Consent Solicitation Statement and accompanying Notice of Consent Solicitation (“Notice”) are being mailed or otherwise
furnished to the holders of common stock, $0.001 par value per share (“Common Stock”), of SafeSpace Global Corporation,
a Nevada corporation (the “Company”) on behalf of its Board of Directors (the “Board”) in connection
with the solicitation of written consents, to take action without a stockholders’ meeting, approving an amendment to the Company’s
Amended and Restated Articles of Incorporation (the “Charter”), to increase the total number of authorized shares
of Common Stock from 200,000,000 to 300,000,000 and to authorize 30,000,000 shares of “blank check” preferred stock (together,
the “Charter Amendment”).
On
February 10, 2026, the Board unanimously approved and authorized the proposed amendment to the Charter, and recommends that stockholders
consent to approving the same (the “Action”).
The
Company is seeking the written consent of its stockholders through a consent solicitation process rather than holding a special meeting
of stockholders to expedite approval and eliminate the costs and management time associated with a special meeting. Approval of the Action
will facilitate the raising of capital through the sale of shares of common stock, resulting in proceeds to the Company, which the Company
may use for working capital and general corporate purposes.
Voting
materials, which include this Consent Solicitation Statement and an Action by Written Consent form (attached hereto as Appendix A),
are being mailed or otherwise furnished to stockholders of record on or about February 20, 2026. Our Board has set the close of
business on February 10, 2026, as the record date for the determination of stockholders entitled to act with respect to the Action
(the “Record Date”). As of the close of business on the Record Date, there were 189,349,097 shares of Common Stock
outstanding and entitled to vote on the Action.
The
Company intends to publish the final results of the consents obtained pursuant to this Consent Solicitation Statement in a subsequent
current report on Form 8-K filed with the SEC.
Important
Notice Regarding the Availability of Proxy Materials for the Written Consent Solicitation:
This
Consent Solicitation Statement and the form of Action by Written Consent are available at www.proxyvote.com.
Because
we have elected to utilize the “full set delivery” option, we are delivering, to all stockholders, paper copies of this Consent
Solicitation Statement and all other solicitation materials. This Consent Solicitation Statement and all other solicitation materials
in connection with the underlying consent solicitation, including the Action by Written Consent form, are available, free of charge,
by requesting such materials from the Company’s Secretary at the address set forth above.
Stockholders
who desire to consent to the Action must deliver to the Company their properly completed and executed Action by Written Consent in the
established form by mail or email so that it is received before 11:59 p.m. Eastern Time on March 19, 2026 (the “Expiration
Date”). The Company reserves the right (but is not obligated), in its sole discretion and subject to applicable law, at
any time prior to the Expiration Date to (i) terminate the solicitation of consents relating to the Action for any reason, including
if the consent of stockholders holding a majority of voting power of the Company’s outstanding shares of stock has been received;
or (ii) amend the terms of the consent solicitation (including to extend the Expiration Date). The Company reserves the right (but is
not obligated) to accept any written consent received by any other reasonable means or in any form that reasonably evidences the giving
of consent to the approval of the Action.
Stockholder
of Record: Shares Registered in Your Name
If,
on the Record Date, your shares were registered directly in your name with our transfer agent, VStock Transfer, then you are considered
the stockholder of record with respect to those shares.
As
a stockholder of record, you may submit your written consent directly. We urge you to submit your written consent by completing and returning
the written consent card set forth in Appendix A.
If you are a stockholder of record, you may:
| ● | complete,
sign, and date the written consent card and return it promptly in the envelope provided;
or |
| ● | go
to www.proxyvote.com to complete an electronic written consent card. You will be asked to
provide the control number from your Notice. |
Beneficial
Owner: Shares Registered in the Name of a Broker or Nominee
If,
on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are
the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization
holding your account is considered the stockholder of record for purposes of this consent solicitation. As a beneficial owner, you have
the right to direct your broker or other agent on how to complete the written consent with respect to the shares in your account.
What
is the recommendation of the Board on the proposed Action?
The
Board recommends that you submit your written consent FOR the approval of an amendment to the Company’s Charter, to increase the
total number of authorized shares of Common Stock from 200,000,000 to 300,000,000 and to authorize 30,000,000 shares of “blank
check” preferred stock.
What
is the vote required for the proposed Action?
The
amendment to our Charter to increase the total number of authorized shares of Common Stock from 200,000,000 to 300,000,000 and to
authorize 30,000,000 shares of “blank check” preferred stock requires the affirmative consent of the holders of a majority
of the outstanding shares of Common Stock for approval. Abstentions and any broker non-votes will have the same effect as a written consent
“against” the Action.
What
are “broker non-votes”?
Broker
non-votes occur when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive instructions
from the beneficial owner, and (ii) the broker lacked discretionary authority to submit a written consent with respect to the shares.
These unvoted shares are considered “broker non-votes” with respect to such matters.
The
Action is considered “routine” under New York Stock Exchange rules. If you are a beneficial owner and your shares are held
in the name of a broker or other nominee, the broker or other nominee is permitted to submit your written consent on the Action, even
if the broker or other nominee does not receive instructions from you. As a result, we do not anticipate any broker non-votes with respect
to the Action.
Who
is paying for this written consent solicitation?
The
entire cost of furnishing voting materials in connection with this consent solicitation will be borne by the Company. We will request
brokerage houses, nominees, custodians, fiduciaries, and other like parties to forward the voting materials to the beneficial owners
of our voting securities held of record by them, and we will reimburse such parties for out-of-pocket expenses incurred in forwarding
such material.
What
does it mean if I receive more than one written consent card?
If
you receive more than one written consent card, your shares are registered in more than one name or are registered in different accounts.
Please complete, sign and return each written consent card to ensure that all of your shares are voted.
Where
can I find the voting results?
The
final results will be filed with the Securities and Exchange Commission (the “SEC”) in a Current Report on Form 8-K
within four business days of the Expiration Date.
PROPOSED
ACTION:
CHARTER
AMENDMENT TO INCREASE AUTHORIZED COMMON STOCK
FROM
200,000,000 TO 300,000,000 SHARES AND TO AUTHORIZE 30,000,000 SHARES OF “BLANK CHECK” PREFERRED STOCK
Background
Effective
February 10, 2026, the Board unanimously approved and recommended that our stockholders approve an amendment to our Charter to
increase the total number of authorized shares of Common Stock from 200,000,000 to 300,000,000 shares and to authorize 30,000,000
shares of “blank check” preferred stock (together, the “Charter Amendment”). To be able to take effect,
stockholders holding a majority of the shares of common stock outstanding and entitled to vote on the proposed action must approve the
Charter Amendment, and the Charter Amendment must then be filed with the Nevada Secretary of State. The form of the Charter Amendment
is set forth in Appendix B to this Consent Solicitation Statement.
We
believe that increasing the number of authorized shares of Common Stock and authorizing the Preferred Stock is in the best interests
of both the Company and its stockholders because it provides for additional opportunity to raise funds for the Company and allows us
to meet our capital needs to execute our business plans and ultimately deliver increased value to stockholders.
Reasons
for the Increase in Authorized Capital
Currently, the Company is authorized to issue up
to 200,000,000 shares of common stock, pursuant to the Amended and Restated Articles of Incorporation. As of the Record Date, we had
189,349,097 shares outstanding, with an additional 1,250,000 shares underlying outstanding options, and no shares underlying
outstanding warrants. This leaves only 9,400,903 shares available for issuance.
Our
Board authorized and approved the Charter Amendment so that additional stock will be available for issuance for general corporate purposes,
including financing activities, without further action by our stockholders. Potential uses of the additional authorized shares may include,
but are not limited to, public or private offerings, conversions of convertible securities, issuance of options pursuant to employee
stock option plans, acquisition transactions, and other general corporate purposes. Increasing the authorized number of shares of our
Common Stock will give us greater flexibility and would allow us to issue such shares, in most cases, without the expense or delay of
seeking stockholder approval. We are at all times investigating additional sources of financing and other opportunities that our Board
believes will be in the best interests of our Company and its stockholders. We may also conduct one or more private placements of our
securities to secure additional working capital for the Company. We do not have any definitive plans, proposals, or arrangements to issue
any of the newly available authorized shares of Common Stock for any purpose, or which may result in a change in control of the Company.
Reasons
for the Authorization of Preferred Stock
The
Company currently has 200,000,000 shares of authorized common stock (which will be increased to 300,000,000 shares if the Proposed Action
is approved), but it is not authorized to issue preferred stock. Our Board authorized and approved the Charter Amendment so that Preferred
Stock will be available for issuance to provide the Company with maximum financial and strategic flexibility with respect to future transactions.
The preferred stock is referred to as a “blank check” because the Board, in their discretion, will be authorized to provide
for the issuance of all or any shares of the stock in one or more classes or series, specifying the number of shares to be included in
the class or classes, the distinguishing designations of each class, and the preferences, limitations and relative rights applicable
to each class, subject to the limitations of Nevada law. The authority of the Board with respect to each class or series will include,
without limitation, the right to determine:
| ● | Redemption
price or prices and timing; |
| ● | Dividend
rates (which may be cumulative or non-cumulative), conditions, and timing, as well as preferences
in relation to the dividends payable on any other class or series; |
| ● | Rights
upon the dissolution, or upon any distribution of the assets, of the Company; |
| ● | Conversion
or exchange rights, including the price or prices and rates of conversion or exchange and
adjustments, if any; |
| ● | Limitations
on the issuance of additional shares of such class or series, or shares of any other class
or series of preferred stock; |
| ● | Voting
rights; and |
| ● | Other
preferences, powers, qualifications, rights and privileges, all as the board of directors
may deem advisable and as are not inconsistent with law and the provisions of the Articles
of Incorporation. |
No
further authorization will be required from the Company’s stockholders for any of the above-described actions, except as may be required
for a particular transaction by applicable law or regulation, including, but not limited to, Securities and Exchange Commission rules
or regulations or the listing regulations of the Company’s securities exchange.
Action
by Written Consent
Pursuant
to section 78.320 of the Nevada Revised Statutes and in accordance with our Amended and Restated Bylaws, any action required or permitted
to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote
of stockholders, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding 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. Accordingly, the Action must be approved by a majority of the issued and outstanding shares of
Common Stock, and, therefore, the Company has elected to obtain stockholder approval of the Action by written consent.
Effects
of the Proposed Charter Amendment
The
Charter Amendment would not have any immediate effect on the rights of existing stockholders. However, to the extent that shares
of Common Stock are issued in the future, such issuance would decrease existing stockholders’ percentage equity ownership, dilute
any earnings per share and book value per share of outstanding shares of Common Stock, and, depending upon the price at which they are
issued, could be dilutive to existing stockholders.
The
possible future issuance of shares of our Preferred Stock or securities convertible or exercisable into our Preferred Stock could affect
our current stockholders in a number of ways. The issuance of new shares of Preferred Stock could cause immediate dilution of the ownership
interests and the voting power of our existing stockholders. New issuances of Preferred Stock may also affect the number of dividends,
if any, paid to such stockholders and may reduce the share of the proceeds that they would receive upon the future liquidation, if any,
of the Company. In addition, the future issuance of shares of our Preferred Stock or securities convertible or exercisable into shares
of our Preferred Stock could:
| ● | dilute
the market price of our common stock, to the extent that the shares of common stock are issued
and sold at prices below current trading prices, or, if the issuance consists of securities
convertible or exercisable into common stock, to the extent that the securities provide for
the conversion or exercise into common stock at prices that could be below current trading
prices of the common stock, which dilution, in each case, may increase the volatility and
affect the market value of our trading securities; |
| ● | dilute
the earnings per share, if any, and book value per share of the outstanding shares of our
common stock; and |
| ● | make
the payment of dividends on common stock, if any, potentially more expensive. |
No
specific shares of Preferred Stock are being designated at this time, and we do not currently have any plans to issue shares of Preferred
Stock.
Anti-Takeover
Effects
Although
the Charter Amendment is prompted by business and financial considerations, stockholders nevertheless should be aware that such
an increase could facilitate future efforts by our management to deter or prevent a change in control of the Company. Although the Board
has not recommended the Charter Amendment with the intent of using the additional shares to prevent or discourage any actual or
threatened takeover of the Company, under certain circumstances, such shares could have an anti-takeover effect. By way of example, the
issuance of additional shares could dilute the stock ownership and voting power of persons seeking to obtain control of the Company,
or shares could be issued to purchasers who would support the Board in opposing a proposal. In addition, the prospect of future share
issuances may have the effect of delaying or discouraging a challenge for control or make it less likely that such a challenge, if attempted,
would be successful, including challenges that are favored by a majority of the stockholders or in which the stockholders might otherwise
receive a premium for their shares over then-current market prices or benefit in some other manner. The Board and executive officers
of the Company do not know of any current effort to obtain control of the Company or to accumulate large amounts of Common Stock.
No
Appraisal Rights
No
dissenters’ or appraisal rights under the Nevada Revised Statutes are afforded to the Company’s stockholders as a result
of the approval of the Action.
Consequences
if Stockholder Approval is Not Obtained
If the Action is not approved, the Company may
not issue shares of Common Stock in excess of 200,000,000, or any shares of Preferred Stock. On a fully-diluted basis,
we are approaching that limit, and we have only 9,400,903 shares of Common Stock available for issuance. Suppose we do
not obtain authorization to increase the number of shares of our authorized common stock. In that case, we will not be able to raise
enough capital to support our ongoing operations and may need to liquidate the Company.
Appendix B includes a copy of the
Charter Amendment.
Primarily
for the reasons stated above, our Board believes that approval of the Action is in the best interests of our Company and our stockholders.
Our
Board recommends a timely vote “FOR” the Action by marking, signing, and promptly submitting to the Company the Action
by Written Consent form, which is attached as Appendix A to this Consent Solicitation Statement.
VOTING;
VOTES REQUIRED
For
the Action to be approved, written consents “FOR” approval of the Action must be submitted by stockholders holding at least
a majority of the voting power of outstanding stock entitled to vote thereon as of the close of business on the Record Date. As of the
Record Date, there were outstanding 189,349,097 shares of Common Stock, each entitled to one vote.
If
your shares are held in a brokerage account in your broker’s name (“street name”), you have the right to direct your
broker or nominee to consent or withhold consent with regard to the Charter Amendment. You should follow the instructions provided
by your broker or nominee. You may complete and mail an instruction card to your broker or nominee, or, if your broker allows, submit
voting instructions to your broker by telephone or the internet. If you provide specific voting instructions by mail, telephone, or the
internet, your broker or nominee will vote your shares as you have directed. If you do not provide voting instructions to your broker
or nominee, then your broker or nominee may not use its discretion to consent or withhold consent with regard to the Action, and your
shares will count against approval of the Action.
The
Board recommends that all stockholders consent to the Action by marking the box entitled “FOR” and submitting to the Company
an executed Action by Written Consent form, which is attached as Appendix A to this Consent Solicitation Statement, by mail, facsimile
or email so that it is received before 11:59 p.m. Eastern Time on the Expiration Date. If you sign and send in an Action by Written
Consent form but do not indicate how you want to vote as to the Charter Amendment, your consent form will be treated as a consent
“FOR” approval of the Action. If you abstain or do not submit an Action by Written Consent, then your shares will count against
approval of the Action.
Effective
Date of the Action
The
written action to approve the Charter Amendment will become effective on the earlier of: (i) the Expiration Date, provided that, at such
time, a majority of the votes submitted by written consent that are “FOR” approval of the Action exceed the number of votes
required to approve the Action, or (ii) such time as the Company has received written consents signed by the holders of a majority of
the voting power of outstanding stock entitled to vote thereon as of the Record Date.
CONSENT
IS IRREVOCABLE
Executed
written consents delivered to the Company before the effective date of the Action will not be revocable. Additionally, written consents
delivered to the Company before the date the definitive Consent Solicitation Statement is sent to our stockholders will be disregarded.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of February 10, 2026, the ownership of our common stock by each stockholder who is known to us
to beneficially own more than 5% of our outstanding common stock, by each director and nominee for the office of director, by our named
executive officers, and by all directors and executive officers as a group.
| Name of Beneficial
Owner | |
Amount
and
Nature
of
Beneficial
Ownership | | |
Percentage
Outstanding
Shares | |
| Directors and Named Executive
Officers | |
| | | |
| | |
| Scott M. Boruff | |
| 22,767,697 | (a) | |
| 12.0 | % |
| Dustin M. Hillis | |
| 7,354,500 | (b) | |
| 3.9 | % |
| G. Shayne Bench | |
| 2,426,093 | (c) | |
| 1.3 | % |
| Micheal J. Burt | |
| 2,242,424 | | |
| 1.2 | % |
| Anand Ijju | |
| 1,000,000 | | |
| * | |
| Susan A. Reyes | |
| 1,775,026 | | |
| * | |
| Anthony Chapman | |
| 1,500,000 | | |
| * | |
| Lawrence H. Kloess, III | |
| 1,000,000 | | |
| * | |
| All directors and current executive officers
as a group (8 persons) | |
| 40,065,740 | | |
| 21.2 | % |
| * |
Less than one percent. |
| (a) |
Consists entirely of shares
held by Platinum Equity Advisors, LLC, of which Mr. Boruff’s spouse, Julie Boruff, is the sole member. |
| (b) |
Includes 6,020,000 shares
held by All Things New Ventures, LLC, of which Mr. Hillis is the sole member. |
| (c) |
Includes 2,346,093 shares
held by Bucuti Investments, LLC, of which Mr. Bench is the sole member. |
AVAILABLE
INFORMATION
We
electronically file certain documents with the U.S. Securities and Exchange Commission (“SEC”), including periodic
reports and other information, along with any related amendments and supplements thereto. The SEC maintains an Internet website (www.sec.gov)
that contains reports and other information regarding our Company. Copies of reports and other information filed or furnished to the
SEC may be obtained without charge upon written request addressed to SafeSpace Global Corporation at 311 S. Weisgarber Road, Knoxville,
Tennessee 37919. Copies of exhibits to the annual report on Form 10-K may be obtained upon payment to us of the reasonable expense incurred
in providing such exhibits.
OTHER
MATTERS
Forward-Looking
Statements
This
Consent Solicitation Statement may contain certain “forward-looking” statements (as that term is defined in the Private Securities
Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases) representing our expectations or beliefs regarding
the Company. These forward-looking statements include, but are not limited to, statements regarding our business, anticipated financial
or operational results and objectives, and future capital-raising activity. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words
such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” “might,” or “continue” or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial
risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of
important factors, including factors discussed in this and other filings of ours with the SEC.
Interest
of Certain Persons in the Matters to be Acted Upon
Although
our officers and directors directly or indirectly hold shares of our Common Stock, none of the Company’s officers or directors
have a substantial direct or indirect interest in the Action that differs from those of other Company stockholders.
Stockholder
Proposals
There
are no proposals by any stockholders that are or could have been included within this Consent Solicitation Statement.
Our
Board hopes that Stockholders will complete, date and sign the enclosed Action by Written Consent and return it in the accompanying envelope.
Your cooperation and prompt response with respect to these matters is greatly appreciated.
Appendix
A
to
Consent Solicitation Statement
IRREVOCABLE
ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDERS
OF SAFESPACE GLOBAL CORPORATION
This
written consent is solicited by the Board of Directors of SafeSpace Global Corporation, a Nevada corporation (the “Company”).
The undersigned hereby revokes any consent or consents heretofore given. This consent may not be revoked.
The
undersigned, being a stockholder of the Company as of February 10, 2026, acknowledges receipt of the Notice of Consent Solicitation
dated February 20, 2026 and Consent Solicitation Statement and hereby consents (by checking the FOR box) or withholds consent
(by checking the AGAINST or ABSTAIN box) to the approval of an amendment to the Company’s Amended and Restated Articles of Incorporation
to increase the total number of authorized shares of the Company’s common stock, $0.001 par value per share, from 200,000,000 to
300,000,000 and to authorize 30,000,000 shares of “blank check” preferred stock as follows:
| ☐ |
CONSENT |
☐ |
CONSENT
WITHHELD |
☐ |
ABSTAIN |
| |
(“FOR”) |
|
(“AGAINST”) |
|
|
By
signing and returning this Action by Written Consent, the undersigned stockholder will be deemed to have voted all shares of capital
stock owned by the undersigned in the manner directed above with respect to the proposed issuance. If the undersigned stockholder signs
and returns this consent but does not check a box, the undersigned will be deemed to have consented FOR approval of the action.
Please
execute this written consent as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by
the president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.
| Signature [Please sign within
the box] |
Date |
| |
|
| |
|
| Signature [Please sign within the box] |
Date |
Appendix B
to Consent Solicitation Statement
CERTIFICATE
OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
SAFESPACE GLOBAL CORPORATION
Pursuant
to the provisions of Chapter 78 of the Nevada Revised Statutes (the “Nevada Corporations Act”), the undersigned corporation
adopts the following Certificate of Amendment to Articles of Incorporation (this “Certificate”).
| 1. | NAME
OF CORPORATION. The name of the corporation is SafeSpace Global Corporation (the “Corporation”).
The Corporation’s Nevada Business Identification Number is NV20131382184. |
| | |
| 2. | AMENDMENT
TO ARTICLES OF INCORPORATION. The amendment adopted by the Corporation (the “Amendment”)
is set out in full as follows: |
The
Amended and Restated Articles of Incorporation are amended by replacing Article 4 in its entirety to read as follows:
The
aggregate number of shares, which the corporation shall have authority to issue, shall consist of (i) 300,000,000 shares of
Common Stock having a $.001 par value, and (ii) 30,000,000 shares of Preferred Stock having a $.001 par value. The Common
and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or
Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of
Directors may issue such shares of Preferred Stock in one or more series, with such voting powers, designations, preferences and
rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.
The
Amendment will have the following effect: The authorized shares have been amended.
| 3. | STOCKHOLDER
APPROVAL. The vote by which the stockholders holding shares in the Corporation entitling
them to exercise at least a majority of the voting power, or such greater proportion of the
voting power as may be required under the Nevada Corporations Act in the case of a vote by
classes or series, or as may be required by the provisions of the Articles of Incorporation
have voted in favor of the Amendment is a majority of the voting power. |
| | |
| 4. | EFFECTIVE
DATE OF FILING. This Certificate shall be effective on the day it is filed with the Secretary
of State. |
IN
TESTIMONY HEREOF, the undersigned has executed this Certificate of Amendment to the Articles of Incorporation as of _______, 20___.
SAFESPACE
GLOBAL CORPORATION
