UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(RULE 14c-101)
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
(X) Preliminary Information Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5 (d)(2))
( ) Definitive Information Statement
Cannabis Science, Inc.
(Name of Registrant As Specified In Charter)
______________________________
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) 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:
Cannabis Science, Inc.
6946 N Academy Blvd, Suite B #254
Colorado Springs CO 80918
To the Shareholders:
The purpose of this Information Statement is to inform the holders of
record, as of the close of business on December 1, 2009 (the "Record Date"),
of shares of the common stock with voting power of Cannabis Science, Inc.,
a Nevada corporation (the "Company"), that our Board of Directors and two
shareholders holding approximately 64.8% of our voting power as of the Record
Date have giving written consent as of December 1, 2009, to approve
the following:
To amend the Company's Articles of Incorporation to increase the number of
authorized shares of common stock we may issue from 30,000,000 to 250,000,000
(the "Share Increase")
These actions were approved on December 1, 2009, by our Board of Directors
and two shareholders who hold a majority of issued and outstanding voting
securities. We anticipate an effective date of ____________, 2009, or as
soon thereafter as practicable in accordance applicable law, including the
Nevada Revised Statutes ("NRS").
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 shareholders of the actions described above
before they take place in accordance with the NRS and Rule 14c of the
Securities Exchange Act of 1934, as amended. This Information Statement
is first mailed to you on or about _______________, 2009.
Please feel free to call us at (888) 889-0888 should you have any questions
on the enclosed Information Statement.
Date: December 1, 2009
For the Board of Directors of
Cannabis Science, Inc.
By:
/s/ Dr. Robert Melamede
Dr. Robert Melamede
Chief Executive Officer and Director
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Cannabis Science, Inc.
6946 N Academy Blvd, Suite B #254
Colorado Springs CO 80918
INFORMATION STATEMENT
(Preliminary)
December 1, 2009
GENERAL INFORMATION
This Information Statement has been filed with the Securities and Exchange
Commission and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to the holders
(the "Stockholders") of the common stock, par value $0.001 per share (the
"Common Stock"), of Cannabis Science, Inc., a Nevada Corporation (the
"Company"), to notify such Stockholders that on or about December 1, 2009,
the Company received written consents in lieu of a meeting of Stockholders
from two holders of 666,666 shares of Series A Preferred Stock representing
approximately 64.8% of the our total 1,029,486,279 issued and outstanding
shares of voting stock of the Company (the "Majority Stockholders") to
increase the number of authorized shares of common stock we may issue from
30,000,000 to 250,000,000 (the "Share Increase"). Accordingly, your consent
is not required and is not being solicited in connection with the approval.
On December 1, 2009, the Board approved the above actions, subject to approval
by the Stockholders.
We are not aware of any substantial interest, direct or indirect, by security
holders or otherwise, that is in opposition to matters of action taken. In
addition, pursuant to the laws of Nevada, the actions taken by majority written
consent in lieu of a special shareholder meeting do not create appraisal or
dissenters' rights.
Our board of directors determined to pursue shareholder action by majority
written consent presented by our outstanding shares of stock entitled to
vote in an effort to reduce the costs and management time required to hold a
special meeting of shareholders and to implement the above action to our
shareholders in a timely manner.
The above actions will become effective 20 days following the filing of the
Definitive Information Statement, or as soon thereafter as is practicable.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND A PROXY.
OUTSTANDING VOTING SECURITIES OF THE COMPANY
As of the date of the consent by the Majority Stockholders, on December 1,
2009, the Company had 29,487,279 shares of Common Stock issued and
outstanding, and there were 999,999 shares of Series A Preferred Stock
issued and outstanding. Each share of outstanding Common Stock is
entitled to one vote on matters submitted for Stockholder approval and
each share of Series A Preferred Stock is entitled to one thousand votes
per share on all matters to be voted on by the holders of the Company's
common stock.
On December 1, 2009, the holders of 666,666 shares of Series A Preferred Stock
(or approximately 64.8% of the Company's total voting stock then outstanding)
executed and delivered to the Company a written consent approving the actions.
As the actions were approved by the Majority Stockholders, no proxies are being
solicited with this Information Statement.
The NRS provides in substance that unless the Company's Articles provides
otherwise, Stockholders may take action without a meeting of stockholders and
without prior notice if a consent or consents in writing, setting forth the
action so taken, is signed by the Stockholders having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which all shares entitled to vote thereon were present.
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to the Company's Bylaws and the NRS, a vote by the holders of at least
a majority of the voting shares is required to effect the action described
herein. As of the Record Date, the Company had 29,487,279 common shares
issued and outstanding and entitled to vote, which for voting purposes are
entitled to one vote per share and 999,999 Series A Preferred Shares issued
and outstanding and entitled to vote, which for voting purposes are entitled
to one thousand votes per share. The consenting Majority Stockholders are
the record and beneficial owners of a total of 666,666 shares of the
Company's Series A Preferred stock, which represents approximately 64.8% of
the total number of voting shares. The consenting Majority Stockholders
voted in favor of the actions described herein in a written consent, dated
December 1, 2009. No consideration was paid for the consent. The
consenting stockholders' name, affiliation with the Company and beneficial
holdings are as follows:
Title of Class Name and Address of Amount and Percentage of Percentage of
Beneficial Ownet Nature of Class (1) Voting Power (2)
beneficial
ownership
Series A Dr. Robert Melamede 333,333 33.3% 32.4%
Preferred (3)
Stock 6946 N Academy Blvd
Suite B #254
Colorado Springs,
CO 80918
Series A Richard Cowan (4) 333,333 33.3% 32.4%
Preferred 6946 N Academy Blvd
Stock Suite B #254
Colorado Springs,
CO 80918
Series A All Executive 666,666 66.6% 64.8%
Preferred Officers and
Stock Directors
1. Percentage of class is based on 999,999 shares of Series A Preferred
Stock issued and outstanding as of December 1, 2009. Beneficial ownership
is determined in accordance with Rule 13d-3 under the Exchange Act. The
persons and entities named in the table have sole voting and sole investment
power with respect to the shares set forth opposite that person's name,
subject to community property laws, where applicable.
2. Percentage of voting power is calculated based on 29,487,279 shares
of common stock issued and outstanding as of December 1, 2009 and 1,000 times
the 999,999 shares of Series A Preferred Stock issued and outstanding as of
December 1, 2009
3. Dr. Melamede is our President, Chief Executive Officer and a Director.
4. Mr. Cowan is our Chief Financial Officer and a Director.
ACTION: TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF FROM 30,000,000 TO
250,000,000 (THE "SHARE INCREASE")
On December 1, 2009, our Board of Directors approved, subject to receiving the
approval of two holders of a majority of our outstanding capital stock, an
amendment and restatement of our Articles of Incorporation (the
"Restated Articles"), to increase the number of authorized shares of common
stock we may issue from 30,000,000 to 250,000,000 (the "Share Increase").
The Majority Stockholders approved the Restated Articles pursuant to a written
consent dated as of December 1, 2009. The Restated Articles effecting the
share increase will become effective following filing with the Secretary of
State of the State of Nevada, which will occur promptly following the 20th
day after the filing of the Definitive Information Statement.
We are currently authorized by our Certificate of Incorporation to issue
30,000,000 shares of common stock, $0.001 par value per share and 1,000,000
shares of preferred stock, $0.001 par value per share. Pursuant to the
Amendment we will increase the number of common shares we are authorized to
issue to 250,000,000 shares of common stock, $0.001 par value per share.
As of the date the Amendment was approved by our Board and the Majority
Stockholders, there were 29,487,279 shares of our common stock issued and
outstanding.
Reasons for the Share Increase
Our Board believes it is in our best interests and the best interests of
our stockholders to increase the number of authorized shares of our common
stock to allow for the issuance of shares of our common stock or other
securities in connection with such potential issuances and such other
purposes as the Board determines. The Board believes that the Share
Increase will afford the Company greater flexibility in seeking capital
and potential acquisition targets. The Board has no immediate plans,
understandings, agreement or commitments to issue shares of Common
Stock for any purposes.
Effect of the Share Increase
The increase in the authorized number of shares of our common stock will
permit our Board to issue additional shares of our common stock without
further approval of our stockholders, and our Board does not intend to seek
stockholder approval prior to any issuance of the authorized capital stock
unless stockholder approval is required by applicable law or stock market
or exchange requirements. Our issuance of additional shares of common
stock may result in substantial dilution to our existing stockholders,
and such issuances may not require stockholder approval.
We presently do not have in place provisions which may have an anti-
takeover effect. The increase in the authorized number of shares of our
common stock did not result from our knowledge of any specific effort to
accumulate our securities or to obtain control of us by means of a merger,
tender offer, proxy solicitation in opposition to management or otherwise,
and we did not take such action to increase the authorized shares of our
common stock to enable us to frustrate any efforts by another party to
acquire a controlling interest or to seek representation on our Board.
The issuance of additional shares of our common stock may have a dilutive
effect on earnings per share and on the equity and voting power of
existing security holders of our common stock. It may also adversely
affect the market price of our common stock. However, if additional
shares are issued in transactions whereby favorable business
opportunities are provided, the market price of our common stock may
increase.
The holders of our common stock are entitled to one vote for each share
held of record on all matters to be voted on by our stockholders.
The holders of our common stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board out of funds legally
available. We have not paid any dividends since our inception, and we
presently anticipate that all earnings, if any, will be retained for
development of our business. Any future disposition of dividends will
be at the discretion of our Board and will depend upon, among other
things, our future earnings, operating and financial condition, capital
requirements, and other factors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information
regarding the Common Stock owned on December 1, 2009 by (i) each person
who is known by the Company to own beneficially more than 5% of its
outstanding Common Stock, (ii) each director and officer, and (iii)
all officers and directors as a group:
Names and Address (1) Number of Shares Percentage (2)
Owned
Dr. Richard Melamede (3) 1,007,000 3.4%
6946 N Academy Blvd
Suite B #254
Colorado Springs, CO 80918
Richard Cowan (4) 1,007,000 3.4%
6946 N Academy Blvd
Suite B #254
Colorado Springs, CO 80918
All Directors And Officers 2,014,000 7.8%
As A Group
Bogat Family Trust 1,590,000 6.2%
c/o Cannabis Science Inc.
6946 N Academy Blvd
Suite B #254
Colorado Springs, CO 80918
Cannex Therapeutics LLC 6,996,000 27.2%
548 Market Street
Suite 16645
San Francisco, CA 94104
K&D Equity Investments, Inc. 2,100,000 7.1%
16928 Club Hill Drive
Dallas, Texas 75248
1. The person named in this table has sole voting and investment
power with respect to all shares of common stock reflected as
beneficially owned.
2. Based on 29,487,279 shares of common stock outstanding as of
December 1, 2009.
3. Dr. Melamede is our President, Chief Executive Officer and a
Director.
4. Mr. Cowan is our Chief Financial Officer and a Director.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and other
information including annual and quarterly reports on Form 10-K and
10-Q (the "1934 Act Filings") with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed
by the Company can be inspected and copied at the public reference
facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Commission maintains a web site on the
Internet (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR").
NO DISSENTER'S RIGHTS
The Stockholders have no right under the Nevada Revised Statutes,
the Articles consistent with above or by-laws to dissent from any
of the provisions adopted in the Amendments.
EFFECTIVE DATE
Pursuant to Rule 14c-2 under the Exchange Act, the above actions
shall not be effective until a date at least twenty (20) days after
the date on which the Definitive Information Statement has been
mailed to the Stockholders. The Company anticipates that the
actions contemplated hereby will be effected on or about the close of
business on _________________, 2009.
MISCELLANEOUS MATTERS
The entire cost of furnishing this Information Statement will be
borne by the Company. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward
this Information Statement to the beneficial owners of the Common
Stock held of record by them and will reimburse such persons for their
reasonable charges and expenses in connection therewith. The Board
of Directors has fixed the close of business on December 1, 2009, as
the record date (the "Record Date") for the determination of
Stockholders who are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to
Section 14C of the Exchange Act and Regulation 14C and Schedule 14C
thereunder, and, in accordance therewith, the above actions will not
become effective until at least 20 calendar days after the filing of
the Definitive Information Statement.
This Information Statement is being mailed on or about _____________,
2009 to all Stockholders of record as of the Record Date.
CONCLUSION
As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the
above actions. Your consent to the above action is not required and
is not being solicited in connection with this action. This Information
Statement is intended to provide our stockholders information
required by the rules and regulations of the Securities Exchange Act
of 1934.
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.
Date: December 1, 2009
For the Board of Directors of
Cannabis Science, Inc.
By:
/s/ Dr. Robert Melamede
Dr. Robert Melamede
Chief Executive Officer and Director