Kinetic Seas Inc
For the period ended May 6, 2024. Filed Apr 12, 2024.
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May 6, 2024 · Filed Apr 12, 2024
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DEF 14A 1 kinetic_def14.htm FORM DEF 14A
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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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 |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
KINETIC SEAS INCORPORATED.
(Name of Registrant As Specified In Its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
1501 E. Woodfield Rd., Suite 114E
Schaumburg, IL 60173
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
April 12, 2024
Dear Stockholder:
You are cordially invited to attend the special meeting of stockholders of Kinetic Seas Incorporated (the “Company”). The meeting will be held on Monday, May 6, 2024 at 10:30 am local time at 1501 E. Woodfield Rd., Suite 114E, Schaumburg, IL 60173, for the following purposes:
- To ratify the following past amendments to the Articles of Incorporation of the Company:
| a. | Amendment to the Articles of Incorporation filed January 18, 2015 to change the name of the Company to Oncology Med, Inc.; |
| b. | Amendment to the Articles of Incorporation filed September 16, 2016 to change the name of the Company to Bellatora, Inc.; |
| c. | Amendment to the Articles of Incorporation filed January 17, 2017 to reduce the number of authorized shares of common stock from 2,000,000,000 shares to 200,000,000 shares; |
| d. | Amended and Restated Articles of Incorporation filed September 12, 2022, which in part increased the number of authorized shares of preferred stock from 10,000,000 shares to 50,000,000 shares, along with other changes; |
| e. | Amendment to the Articles of Incorporation filed May 9, 2023 to effect a net 1 for 100 reverse split; |
| f. | Amendment to the Articles of Incorporation May 9, 2023 to clarify the par value of shares of capital stock authorized by the Articles of Incorporation and to add a provision to the Articles of Incorporation authorizing the Company to take action by written consent of shareholders without a formal meeting of shareholders; |
| g. | Amendment to the Articles of Incorporation filed January 19, 2024 to change the name of the Company to Kinetic Seas Incorporated. |
To ratify and approve all actions taken pursuant to the closing under that Agreement of Merger and Plan of Reorganization dated January 3, 2015 by and among the Company, Oncology Med, Inc. and Oracle Nutraceuticals Company.
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the proxy statement accompanying this Notice.
In addition, the proxy statement contains other important information about Kinetic Seas Incorporated, including information about the role and responsibilities of our Board of Directors and its committees, information about executive compensation, and information about the beneficial ownership of Kinetic Seas Incorporated securities.
Your vote is very important. Whether or not you plan to attend the special meeting in person, please complete and return the enclosed proxy card.
Sincerely yours,
/s/ Edward Honour
Edward Honour
Chief Executive Officer
You are cordially invited to attend the meeting in person, or via Zoom. Instructions for attending the meeting via Zoom will be posted atwww.issuerservices.us/ksi. Whether or not you expect to attend the meeting, please vote over the internet, email, or Facsimile, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card, as promptly as possible in order to ensure your representation at the meeting. Voting instructions are provided in the Proxy Materials, or, if you receive a proxy card by mail, the instructions are printed on your proxy card and included in the accompanying proxy statement. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
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