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
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
414-3120
Rutherford Road
Vaughan,
ONT L4K 0B2
Canada
INFORMATION
STATEMENT
(Preliminary)
April
__, 2020
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 $.001 per share (the “Common Stock”), of Franchise Holdings International, Inc., a
Nevada Corporation (the “Company”), to notify such Stockholders that on or about April 21, 2020, the Company received
written consents in lieu of a meeting of Stockholders from holders of approximately 83% of voting securities of the total issued
and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to authorize the Company’s
Board of Directors to approve the following:
(1)
to increase the total authorized shares of the Company for increasing the authorized preferred shares of the Company by 100,000
(the “Increase”).
(2)
to designate such shares of preferred stock as Series B Preferred Stock with the following rights and designations: (i) par value
of $0.0001 per share, (ii) 10,000 to 1 voting rights, (iii) no conversion rights, and (iv) no redemption rights (collectively,
the “Designation”).
(3)
to change the name of the Company to Worksport Ltd. (the “Name Change”).
On
April 20, 2020, the Board of Directors of the Company approved the Increase, the Designation, and the Name Change, subject to
Stockholder approval. The Majority Stockholders approved the Increase, the Designation, and the Name Change by written consent
in lieu of a meeting on April 20, 2020. Accordingly, your consent is not required and is not being solicited in connection with
the approval of the Amendments. The Increase and the Designation will become effective when we file the Certificate of Amendment
with the Secretary of State of the State of Nevada after this Information Statement is effective. The Name Change will become
effective following approval by FINRA.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
Date:
April __, 2020
|
For
the Board of Directors of
|
|
|
|
Franchise
Holdings International, Inc.
|
|
|
|
|
By:
|
/s/
Steven Rossi
|
|
|
Steven
Rossi
|
|
|
Director
& Chief Executive Officer
|
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board of Directors of the Company (the “Board”) believes that the stockholders of the Company will benefit from the
Increase and the Designation because it will allow for potential new investment from outside investors which will allow the Company
to further grow its business. The Board believes that the stockholders of the Company will benefit from the Name Change as it
more closely aligns with the operations and direction of the Company.
ACTION
TO BE TAKEN
This
Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of
the majority of the outstanding voting capital stock of the Company.
ACTION
I INCREASE
INCREASE
THE NUMBER OF AUTHORIZED SHARES OF OUR PREFERRED STOCK
GENERAL
The
Board approved a resolution to increase the authorized shares of the authorized preferred shares of the Company by 100,000 (the
“Preferred Stock”).
PLEASE
NOTE THAT THE INCREASE WILL HAVE THE EFFECT OF CREATING B SERIES OF PREFERRED STOCK THAT THE COMPANY WILL BE ABLE TO ISSUE TO
NEW OR EXISTING SHAREHOLDERS.
PURPOSE
AND MATERIAL EFFECTS OF THE INCREASE
The
Board of Directors has taken this action to attract investors to our growing business to further advance our business plan and
enhance shareholder value.
We
believe that the Increase may improve the ability of the Company to use equity to raise the capital necessary to take our business
to the next level and that could help generate interest in the Company among investors and other business opportunities. However,
the effect of the Increase upon the market price for our common stock (the “Common Stock”) cannot be predicted, and
the history of similar authorized stock increases for companies in like circumstances is varied. There can be no assurance that
the market price per share of our Common Stock after the Increase will rise or fall. The market price of our Common Stock may
also be based on our performance and other factors, some of which may be unrelated to the number of shares authorized.
The
Increase will not affect the par value of our Common Stock. As a result, on the effective date of the Increase, the stated capital
on our balance sheet attributable to our Common Stock will remain the same. The per share net income or loss and net book value
of our Common Stock will remain the same.
The
Increase will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other
rights of stockholders be altered. The Preferred Stock when issued pursuant to the Increase will remain fully paid and non-assessable.
We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Anti-Takeover
Effects of the Increase
THE
OVERALL EFFECT OF THE INCREASE MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A
PRINCIPAL STOCKHOLDER.
The
Increase in our authorized shares could potentially be used by management to thwart a take-over attempt. The over-all effects
of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption
of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The proposal
could make the accomplishment of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management
might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders
that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.
This
proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain
control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to attract potential
investors in order to enhance shareholder value.
Neither
the Company’s charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is
not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover
provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may
have material anti-takeover consequences.
As
discussed above, the Increase was the subject of a majority vote by the Board of Directors approving the Increase. There are no
rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock
which completes an Increase.
PLANS,
PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF PREFERRED STOCK
The
main purpose of completing this Increase is to attract potential investors in order to further advance our business and enhance
shareholder value.
SUMMARY
OF INCREASE
Below
is a brief summary of the Increase:
The
authorized Preferred Stock shall be increased from 1,000,000 to 1,100,000. This will not change the issued and outstanding 49,006,796
shares of Common Stock, as of April 20, 2020.
This
action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting power
of the Company.
ACTION
II DESIGNATION
DESIGNATE
THE NEW PREFERRED STOCK AS SERIES B PREFERRED STOCK WITH THE FOLLOWING RIGHTS AND DESIGNATIONS: (i) PAR VALUE OF $0.0001 PER SHARE,
(ii) 10,000 to 1 VOTING RIGHTS, (iii) NO CONVERSION RIGHTS, AND (iv) NO REDEMPTION RIGHTS.
GENERAL
The
Board approved a resolution to designate the shares of Preferred Stock as Series B Preferred Stock with the following rights and
designations: (i) par value of $0.0001 per share, (ii) 10,000 to 1 voting rights, (iii) no conversion rights, and (iv) no redemption
rights.
PLEASE
NOTE THAT THE DESIGNATION WILL HAVE THE EFFECT OF CREATING THE RIGHTS OF THE SERIES B PREFERRED STOCK.
PURPOSE
AND MATERIAL EFFECTS OF THE DESIGNATION
The
Board of Directors has taken this action to attract investors to our growing business to further advance our business plan and
enhance shareholder value.
We
believe that the Designation may create rights of a new class of the Preferred Stock that will improve the ability of the Company
to use equity to raise the capital necessary to take our business to the next level and that could help generate interest in the
Company among investors and other business opportunities. However, the effect of the Designation upon the market price for our
common stock (the “Common Stock”) cannot be predicted, and the history of similar actions for companies in like circumstances
is varied. There can be no assurance that the market price per share of our Common Stock after the Designation will rise or fall.
The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to
the number of shares authorized.
The
Designation will not affect the par value of our Common Stock. As a result, on the effective date of the Designation, the stated
capital on our balance sheet attributable to our Common Stock will remain the same. The per share net income or loss and net book
value of our Common Stock will remain the same.
The
Designation will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and
other rights of stockholders be altered. The Preferred Stock when issued pursuant to the Designation will remain fully paid and
non-assessable. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Anti-Takeover
Effects of the Designation
THE
OVERALL EFFECT OF THE DESIGNATION MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY
A PRINCIPAL STOCKHOLDER.
The
Designation in our authorized shares could potentially be used by management to thwart a take-over attempt. The over-all effects
of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption
of control by a holder of a large block of the Company’s securities and the removal of incumbent management. The proposal
could make the accomplishment of a merger or similar transaction more difficult, even if, it is beneficial to shareholders. Management
might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders
that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.
This
proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain
control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to attract potential
investors in order to enhance shareholder value.
Neither
the Company’s charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is
not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover
provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may
have material anti-takeover consequences.
As
discussed above, the Designation was the subject of a majority vote by the Board of Directors approving the Designation. There
are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list
any stock which completes a Designation.
PLANS,
PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF PREFERRED STOCK
The
main purpose of completing this Designation is to attract potential investors in order to further advance our business and enhance
shareholder value.
SUMMARY
OF DESIGNATION
Below
is a brief summary of the Designation:
The
authorized Preferred Stock shall be granted following rights and designations: (i) par value of $0.001 per share, (ii) no voting
rights, (iii) no conversion rights, and (iv) no redemption rights. This will not change the issued and outstanding 49,006,796
shares of Common Stock, as of April 20, 2020.
This
action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting power
of the Company.
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 April 20, 2020, 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 Increase will not be filed with the Secretary of State of the State of Nevada
or become effective until at least 20 calendar days after the mailing of this Information Statement.
This
Information Statement is being mailed on or about May 1, 2020 to all Stockholders of record as of the Record Date.
ACTION
III NAME CHANGE
CHANGE
THE NAME OF THE COMPANY TO WORKSPORT LTD.
GENERAL
The
Board approved a resolution to Worksport Ltd. (the “Name Change”).
PURPOSE
AND MATERIAL EFFECTS OF THE INCREASE
The
Board of Directors has taken this action to more closely align the Company name with the operations and direction of the Company.
We
believe that the Name Change will improve the name recognition of the Company in relation to its products.
The
Name Change will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and
other rights of stockholders be altered.
This
proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain
control of the issuer by means of a merger, tender offer, solicitation or otherwise. It was done as a way to broaden the scope
of its name recognition and enhance shareholder value.
As
discussed above, the Name Change was the subject of a majority vote by the Board of Directors approving the Name Change. There
are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list
any stock which completes a Name Change.
The
main purpose of completing this Increase is to attract potential investors in order to further advance our business and enhance
shareholder value.
SUMMARY
OF INCREASE
Below
is a brief summary of the Name Change:
The
name of the Company shall be amended to Worksport Ltd.
This
action has been approved by the Board and the written consents of the holder of the majority of the outstanding voting power of
the Company.
Amended
Certificate of Incorporation
On
the date that is twenty (20) days following the mailing of this Information Statement, the Board of Directors shall have the Company’s
Amendment to the Certificate of Incorporation filed with the State of Nevada in order to effect the Increase in authorized shares.
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”).
The
following documents as filed with the Commission by the Company are incorporated herein by reference:
1.
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
2.
Quarterly Report on Form 10-Q for the quarter ended June 30, 2019;
3.
Quarterly Report on Form 10-Q for the quarter ended March 30, 2019; and
4.
Annual Report on Form 10-K for the year ended December 31, 2018.
OUTSTANDING
VOTING SECURITIES
Our
authorized capital stock consists of (i) 300,000,000 shares of Common Stock, par value $0.0001 per share, of which 49,006,796
shares are outstanding as of April 20, 2020, and (ii) 1,000,000 shares of Series A Preferred Stock, par value $0.0001 per share,
of which 1,000 shares are outstanding as of April 20, 2020.