Other definitive information statements



>







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))










[X]




Definitive Information Statement
















INNOCAP, 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:















INNOCAP, INC.




154-09 146th Ave,




Jamaica, NY 11434




Tel:





(718) 978-2000






To the Holders of Common Stock of INNOCAP, Inc.:





This Information Statement is first being mailed on or about December 8, 2020 to the holders of record of the outstanding common stock, $0.001 par value per share (the “

Common Stock

”) of INNOCAP, Inc., a Nevada corporation (the “

Company

”), as of the close of business on November 25, 2020 (the “

Record Date

”), to inform the stockholders of actions already approved by written consent of the majority stockholders holding 54.88% of the voting equity (the “Majority Stockholder”). Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “

Exchange Act

”), the proposals will not be effective until at least 20 calendar days after the mailing of this Information Statement to our stockholders, warrant holders and holders of the Company’s preferred stock. Therefore, this Information Statement is being sent to you for informational purposes only.






WE ARE NOT ASKING YOU FOR A PROXY




AND YOU ARE REQUESTED NOT TO SEND US A PROXY





The actions to be effective at least 20 days after the mailing of this Information Statement are:






·

Adoption of amended and restated articles of incorporation of the Company (the “Amended and Restated Articles of Incorporation”);






·

Approval of the Unique Logistics International, Inc. 2020 Equity and Incentive Plan (the “2020 Plan”);





The enclosed information statement contains information pertaining to the matters acted upon.





Pursuant to rules adopted by the Securities and Exchange Commission, you may access a copy of the information statement at https://www.innocap.com.





This is not a notice of a meeting of shareholders and no shareholders’ meeting will be held to consider the matters described herein. This Information Statement is being furnished to you solely for the purpose of informing shareholders of the matters described herein pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.






ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION.





This Information Statement will serve as written notice to shareholders of the Company pursuant to the Nevada Revised Statutes.






























By Order of the Board of Directors










December 8, 2020





/s/ Sunandan Ray







Sunandan Ray







Chief Executive Officer
















THIS INFORMATION STATEMENT IS BEING PROVIDED TO



YOU BY THE BOARD OF DIRECTORS OF INNOCAP, INC.





WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE



REQUESTED NOT TO SEND US A PROXY






INNOCAP, INC.




154-09 146th Ave,




Jamaica, NY 11434




Tel:



(718) 978-2000







INFORMATION STATEMENT



(Definitive)






December 8, 2020






NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT





GENERAL INFORMATION





This Information Statement has been filed with the Securities and Exchange Commission (the “

SEC

”) and is being sent, pursuant to Section 14C of the Exchange Act, to the holders of record as of November 25, 2020 (the “

Record Date

”) of common stock, par value $0.001 per share (the “

Common Stock

”), of Innocap, Inc., a Nevada corporation (the “

Company

,” “

we

,” “

our

” or “

us

”), to notify the Common Stockholders of the following:





On November 20, 2020, the Company received a written consent in lieu of a meeting by the holder of 54.88% of the voting power the Common Stock (the “Majority Stockholder”) authorizing the following actions:






·

Adoption of amended and restated articles of incorporation of the Company (the “Amended and Restated Articles of Incorporation”);






·

Approval the Unique Logistics International, Inc. 2020 Equity and Incentive Plan (the “2020 Plan”);





On November 20, 2020, the Company’s Board of Directors (the “Board”) approved, and recommended for approval to the Majority Stockholder, the Amended and Restated Articles of Incorporation, and the adoption of the 2020 Plan (together, the “Actions”).





On November 20, 2020, the Majority Stockholder approved the Actions by written consent in lieu of a meeting in accordance with the Nevada Revised Statutes (“

NRS

”). Accordingly, your consent is not required and is not being solicited.





We will commence mailing the notice to the holders of Common Stock, warrant holders and holders of the Company’s preferred stock on or about December 8, 2020.






PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN ACTIONS TAKEN BY THE MAJORITY SHAREHOLDER.





The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them.





The following table sets forth the name of the Majority Stockholder, the number of shares of Common Stock held by the Majority Stockholder, the total number of votes that the Majority Stockholder voted in favor of the Actions and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.





































































Number of








Number of








Number of








Percentage of











Shares of








Votes held by








Votes that voted








the Voting Equity











Common








Majority








in favor of








that Voted in





Name of Majority Stockholder








Stock held








Stockholder








the Action








favor of the Action




Sunandan Ray







196,394,100







196,394,100







196,394,100







54.88%













ACTION I:




ADOPTION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY





Our Board has adopted the Amended and Restated Articles of Incorporation in the form attached hereto as


A


nne


x A


.





The following discussion is a summary of the key changes effected by the Amended and Restated Articles of Incorporation, but this summary is qualified in its entirety by reference to the full text of the Amended and Restated Articles of Incorporation, a copy of which is included as


A


nn


ex A


.





Our articles of incorporation (the “Articles of Incorporation”) currently authorize us to issue a maximum of 500,000,000 shares of Common Stock, par value $0.001 per share.





The adopted Amended and Restated Articles of Incorporation, in the form attached hereto as Annex A, (i) increases the number of authorized common stock from 500,000,000 shares to 800,000,000 shares; and (ii) changes the Company’s name to Unique Logistics International, Inc.






Increase in Authorized Common Stock





Our Articles of Incorporation currently authorize us to issue a maximum of 500,000,000 shares of Common Stock, par value $0.001 per share.





The Majority Stockholder, on November 20, 2020, authorized the adoption of the Amended and Restated Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 500,000,000 to 800,000,000.





The Majority Stockholder also believes that it is advisable and in the best interests of the Company and its stockholders to effect the increase in authorized shares of common stock in order to provide additional shares that could be issued for raising of additional equity capital or other financing activities, stock dividends or the exercise of stock options and warrants and to provide additional shares that could be issued in an acquisition or other form of business combination and to better position the Company for future trading should a transaction be entered into and completed. The future issuance of additional shares of Common Stock on other than a pro rata basis to existing stockholders will dilute the ownership of the current stockholders, as well as their proportionate voting rights.





The terms of the additional shares of common stock will be identical to those of the currently outstanding shares of common stock. However, because holders of common stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of common stock will reduce the current Stockholders’ percentage ownership interest in the total outstanding shares of common stock. This common stock increase and the creation of additional shares of authorized common stock will not alter the current number of issued shares. The relative rights and limitations of the shares of common stock will remain unchanged under the proposed

Second

Amended and Restated Articles of Incorporation.






Effects of Amendment.





The following table summarizes the principal effects of the Increase in the Authorized Shares:










































Pre-Increase








Post-Increase





Common Shares

















Issued and Outstanding







357,829,365







357,829,365





Authorized







500,000,000







800,000,000







Potential Anti-takeover effects of the Increase in Authorized Shares of Common Stock.





The implementation of the increase in authorized shares of Common Stock will have the effect of increasing the proportion of unissued authorized shares to issued shares. Under certain circumstances this may have an anti-takeover effect. These authorized but unissued shares could be used by the Company to oppose a hostile takeover attempt or to delay or prevent a change of control or changes in or removal of the Board, including a transaction that may be favored by a majority of our stockholders or in which our stockholders might receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further stockholder approval, the Board could issue and sell shares, thereby diluting the stock ownership of a person seeking to effect a change in the composition of our Board or to propose or complete a tender offer or business combination involving us and potentially strategically placing shares with purchasers who would oppose such a change in the Board or such a transaction.













Although an increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have a potential anti-takeover effect, the amendments to our Articles of Incorporation is not in response to any effort of which we are aware to accumulate the shares of our Common Stock or obtain control of the Company. There are no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.





The increase in authorized common stock will not change the number of shares of common stock outstanding, nor will it have any immediate dilutive effect or change the rights of current holders of the Company’s common stock. However, the issuance of additional shares of common stock authorized by the increase in authorized common stock may occur at times or under circumstances as to have a dilutive effect on earnings per share, book value per share or the percentage voting or ownership interest of the present holders of the Company’s common stock.





The Board does not intend to use the consolidation as a part of or a first step in a “going private” transaction pursuant to Rule 13e-3under the Securities Exchange Act of 1934, as amended.






Name Change





The Board has determined that since the Company intends to focus on the


global logistics and freight forwarding, the name change better reflects the nature of the Company’s new business direction.






Purpose of the Name Change





On November 20, 2020, the Board and the Majority Stockholders owning a majority of the Company’s voting securities approved a resolution authorizing the Company to adopt the Amended And Restated Articles of Incorporation to change the Company’s name to Unique Logistics International, Inc.





On October 8, 2020 (the “Closing Date”), the Company, Inno Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Unique Logistics Holdings, Inc., a privately-held Delaware corporation headquartered in New York (“Unique”), entered into an Acquisition Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Merger Sub was merged with and into Unique, with Unique, a logistics services company which provides a range of international services that enable its customers to outsource to it sections of their supply chain process, surviving as a wholly-owned subsidiary of the Company (the “Merger”). Immediately following the Merger, the Company changed its business plan to that of Unique.







Dissenters’ Rights.





No dissenters’ or appraisal rights are available to our stockholders under the Nevada Revised Statutes in connection with the proposed adoption of the Amended and Restated Articles of Incorporation to effect the increase in authorized shares of common stock and the name change.






Actions to be taken.





This Information Statement contains a brief summary of the material aspects of the Actions approved by the Majority Stockholder.





The increase in authorized shares of common stock and the name change will become effective on the date that is twenty (20) calendar days after the mailing of this information statement to stockholders.





We currently expect that such effective date will be on or about December __, 2020.












ACTION II:




APPROVAL OF THE UNIQUE LOGISTICS INTERNATIONAL, INC. 2020 EQUITY AND INCENTIVE PLAN





This Information Statement contains a brief summary of the material aspects of the 2020 Plan approved by the Board and the Majority Stockholders.





The 2020 Plan will become effective on the date that is twenty (20) calendar days after the mailing of this information statement.





We currently expect that such effective date will be December 27, 2020.





Effective November 20, 2020, the Board approved, authorized and adopted the 2020 Plan and certain forms of ancillary agreements to be used in connection with the issuance of stock and/or options pursuant to the 2020 Plan (the “Plan Agreements”). The 2020 Plan provides for the issuance of up to 40,000,000 shares of Common Stock through the grant of non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options” and together with the Non-qualified Options, the “Options”) and restricted stock (the “Restricted Stock”) to directors, officers, consultants, attorneys, advisors and employees.





The 2020 Plan is our only ongoing plan providing stock-based awards to employees and non-employee directors. In addition to stock-based compensation, the Plan also authorizes the issuance of awards payable in cash. Our ability to provide long-term incentives in the form of equity compensation aligns management’s interests with the interests of our stockholders and fosters an ownership mentality that drives optimal decision-making for the long-term health and profitability of our Company. Equally important, equity compensation is critical to our continuing ability to attract, retain and motivate qualified corporate executives and retain management. Our ability to grant equity compensation has been important to our past success, and we expect it to be crucial to achieving our long-term growth.






Plan Highlights





The essential features of our 2020 Plan are outlined below. The following description is not complete and is qualified by reference to the full text of our 2020 Plan, which is appended to this Information Statement as

Annex B

.






Options are subject to the following conditions:

































































(i)




The Committee (as defined below) determines the exercise price of Incentive Options at the time the Incentive Options are granted. The assigned exercise price must be no less than 100% of the Fair Market Value (as defined in the 2020 Plan) of the Common Stock on the Grant Day (as defined in the 2020 Plan). In the event that the recipient is a Ten Percent Owner (as defined in the 2020 Plan), the exercise price must be no less than 110% of the Fair Market Value of the Company on the Grant Day.
















(ii)




The exercise price of each Non-qualified Option will be at least 100% of the Fair Market Value of such share of the Common Stock on the date the Non-qualified Option is granted.
















(iii)




The Committee fixes the term of Options,

provided

that Options may not be exercisable more than ten years from the date the Option is granted, and

provided further

that Incentive Options granted to a Ten Percent Owner may not be exercisable more than five years from the date the Incentive Option is granted.
















(iv)




Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments, as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to have acquired any Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the optionee’s name has been entered on the books of the Company as a stockholder.
















(v)




Options are not transferable except to a recipient’s family members or partnerships in which such family members are the only partners and Options are exercisable only by the Options’ recipient, except upon the recipient’s death.
















(vi)




Incentive Options may not be issued in an amount or manner where the amount of Incentive Options exercisable in one year entitles the holder to Common Stock of the Company with an aggregate Fair Market value of greater than $100,000.















Awards of Restricted Stock are subject to the following conditions

:



































(i)




The Committee grants Restricted Stock Options and determines the restrictions on each Restricted Stock Award (as defined in the 2020 Plan). Upon the grant of a Restricted Stock Award and the payment of any applicable purchase price, grantee is considered the record owner of the Restricted Stock and entitled to vote the Restricted Stock if such Restricted Stock is entitled to voting rights.
















(ii)




Restricted Stock may not be delivered to the grantee until the Restricted Stock has vested.
















(iii)




Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as provided in the 2020 Plan or in the Award Agreement (as defined in the 2020 Plan).






Upon a Termination Event (as defined in the 2020 Plan), the Company or its assigns shall have the right and option to repurchase from a Holder of Shares (as defined in the 2020 Plan) received pursuant to a Restricted Stock Award any Shares that are still subject to a risk of forfeiture as of the Termination Event (as defined in the 2020 Plan).






Purpose





The objective of the 2020 Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of the Company and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.






Grants





The 2020 Plan permits the granting of incentive stock options, nonqualified stock options, stock awards, restricted stock units, stock appreciation rights (“

SARs

”) and other equity-based awards (collectively, “

grants

”). Although all employees and all of the employees of our subsidiaries are eligible to receive grants under our 2020 Plan, the grant to any particular employee is subject to the discretion of the Compensation Committee of the Board, comprised of not less than two directors (such



The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever Innocap, Inc. makes a similar move, sign up!

Auto Refresh

Feedback