THIS
IS NOT A NOTICE OF A SPECIAL OR ANNUAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL
BE DESCRIBED HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR VOTING STOCK.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
By
Order of the Board of Directors
Dated:
June 22, 2022
| /s/
Benton Wilcoxon |
|
| Chairman
of the Board of Directors |
|
| Chief
Executive Officer |
|
NOTICE
OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING SHARES
OF COMMON STOCK OF THE COMPANY IN LIEU OF A MEETING OF THE STOCKHOLDERS, DATED JUNE 19, 2022
To
the Holders of Our Common Stock:
NOTICE
IS HEREBY GIVEN that on June 19, 2022, the Company’s Board of Directors and the Majority Stockholders adopted the Written Consent,
in lieu of the annual meeting of the stockholders approving the following actions:
1. The
re-appointment of two (2) members to our Board of Directors to hold office until our 2023 Annual Meeting or until their respective successor(s)
are elected and qualified.
2. The
re-appointment of BF Borgers CPA PC, as our independent registered public accounting firm for the 2022 fiscal year.
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 as of the Record
Date.
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the Record Date, the Company’s authorized capital consisted of 100,000,000 shares of common stock par value $0.001 (the “Common
Stock”), and 5,000,000 shares of preferred stock par value $0.001 (“Preferred Stock”) of which none have been designated.
As
of the Record Date, there are 27,914,383 shares of Common Stock of the Company issued and outstanding. No shares of Preferred Stock are
issued and outstanding.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions described herein will not be implemented until a date
at least 20 days after the date on which this information statement has been made available and notice of where to find the information
statement has been sent to the stockholders. The Company anticipates that the actions contemplated herein will be effected on or about
the close of business on July 15, 2022.
Our
principal executive offices are located at NEXT-ChemX Corporation, 1111 W 12th St, # 113, Austin, Texas 78703 USA and our telephone number
is +1 (512) 663 2690.
When
used in this Information Statement, the terms “we,” “us,” “our” “NEXT-ChemX” and
“the Company” mean NEXT-ChemX Corporation, a Nevada corporation, and its business.
ABOUT
THIS INFORMATION STATEMENT
What
is the Purpose of this Information Statement?
This
information statement is being furnished to you pursuant to Section 14 of the Securities Exchange Act of 1934 to notify all Stockholders
of Common Stock on the Record Date (Stockholders of Record) that the following corporate actions are expected to be taken on or around
July 15, 2022:
● The
appointment of two (2) members to our Board of Directors to hold office until our 2023 Annual Meeting or until their respective successor(s)
is/are elected and qualified.
● The
appointment of BF Borgers CPA PC, as our independent registered public accounting firm for the 2022 fiscal year.
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 these actions. This Information
Statement is intended to provide our Stockholders information required by the rules and regulations of the Securities Exchange Act of
1934 as well as generally to keep our Stockholders informed.
Why
is no formal Stockholders’ Meeting be held?
In
accordance with applicable rules and regulations and our Bylaws dated December 8, 2021:
| (1) |
Stockholders
as of the close of business on the Record Date that held in excess of fifty percent (50%) of the voting power of the Company’s
outstanding shares of Common Stock are required to carry the motions to elect the directors of the Company and to appoint its auditors;
and |
| (2) |
any
action required or permitted to be taken at a meeting of the Stockholders may be taken without a meeting if, before or after the
action, a written consent thereto is signed by Stockholders holding at least a majority of the voting power of the issued and outstanding
shares of Common Stock of the Company. |
On
June 19th, 2022, pursuant to the Written Consent signed by Stockholders owning 23,844,448 shares of Common Stock being eighty-five
point four percent (85.4%) of the 27,914,383 shares of Common Stock issued and outstanding, all the measures to be placed before the
Stockholders at the 2022 annual general meeting were approved and are to be implemented on or around July 15, 2022.
FOR
THIS REASON 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.
THE
ACTIONS PLACED BEFORE THE SHAREHOLDERS, HAVING EFFECTIVELY BEEN DECIDED BY A MAJORITY OF THE SHAREHOLDERS BY WRITTEN CONSENT, WILL BE
IMPLEMENTED WITHOUT A SHAREHOLDERS’ MEETING NO SOONER THAN 20 DAYS FROM THE DATE OF COMMUNICATION OF NOTICE OF THIS INFORMATION
STATEMENT.
Why
did I receive a notice in the mail regarding the Internet and email availability of Information Statement materials instead of a full
set of printed materials?
Pursuant
to rules adopted by the Securities and Exchange Commission (SEC) which the Company follows voluntarily, we are making this Information
Statement and our Annual Report for the year ended December 31, 2021 (Annual Report and, together with this Information Statement, the
information statement materials) available to Stockholders electronically via the Internet and by email.
Stockholders
will receive notification of the availability of the information statement materials and receive the information statement materials
via email or if so requested, printed copies of the information statement materials will be sent. Please think of the environment and
reducing our carbon footprint and where possible request materials only by email.
Instructions
on how to request a printed copy may be found in this Information Statement. We believe that the electronic process via email expedites
your receipt of the information statement materials and reduces the cost and environmental impact of printing information statement materials.
On
or about June 22, 2022, Stockholders of record and beneficial owners of our common stock at the close of business on June 20, 2022 (Stockholders
of Record) will be sent a Notice instructing them as to how to receive their information statement materials via the Internet or email.
How
many votes are required to approve each proposal and how will this be voted?
Under
our By-Laws, except as otherwise required by law, each nominee for director shall be elected to the Board by the affirmative vote of
the majority of votes cast at a Meeting at which a quorum is present.
Similarly,
the affirmative vote of a majority of shares cast at a Meeting at which a quorum is present is required to ratify the appointment of
BF Borgers CPA PC, as our independent registered public accounting firm for the 2022 fiscal year.
On
June 20, 2022, Stockholders representing a majority of all the issued and outstanding shares of the Company agreed by Written Consent
in accordance with section 78.320.2 of the Nevada Revised Statutes and the Company’s governing documents (1) to the items being
proposed and (2) to enact such decisions on or around July 15, 2022. Since such Written Consent was taken by Stockholders representing
85.4% of the total issued and outstanding voting power of the 27,914,383 shares of Common Stock of the Company and considering this represents
a clear majority on all the matters proposed and constitutes a quorum it may be taken that these decisions will be enacted on or around
July 15, 2022.
As
a result there will be no Stockholders’ meeting held.
What
is the difference between holding shares as a Stockholder of Record and as a beneficial owner?
Some
of our Stockholders hold their shares through a broker, trustee, bank, other financial intermediary, or other nominee rather than directly
in their own name. As summarized below, there are some differences between Stockholders of Record and beneficial owners.
Stockholders
of Record
If
your shares are registered directly in your name with our transfer agent, Equity Stock Transfer, 237 West 37th Street, Suite 602, New
York, NY 10018, USA as of the close of business on June 20th, 2022, you are considered the Stockholder of record with respect to those
shares, and the Notice of the availability of the information statement will be sent to you, via mail, email or otherwise, directly to
you by the Company.
Beneficial
Owners
If
your shares are held through a brokerage firm, trustee, bank, other financial intermediary, or other nominee, as of the close of business
on June 20, 2022, you are considered the beneficial owner of those shares held in “street form”. The Notice of information
statement materials will be made available, via mail, email or otherwise, by the Company to your broker, trustee, bank, other financial
intermediary or other nominee (the “intermediary”) and they will forward this notice to you.
What
Corporate matters did the Majority Stockholders vote for?
The
Majority Stockholders have voted in favor of the following Proposals:
| |
● |
The
appointment of two (2) members to our Board of Directors to hold office until our 2023 Annual Meeting or until their respective successor(s)
is/are elected and qualified. |
| |
|
|
| |
● |
The
appointment of BF Borgers CPA PC, as our independent registered public accounting firm for the 2022 fiscal year. |
Will
any other actions be taken resulting from the Written Consent?
No.
Will
the results of the decisions of the Written Consent be additionally published?
We
will report on Form 14-C in a definitive Information Statement the results of the decision-making process when it takes effect approximately
20 days’ time after this notice. The definitive Information statement will be made available on our Company Website (www.next-chemx.com/investor-information/corporate-documents/)
and on the Securities and Exchange Commission website under our Company name and trading symbol “CHMX” (https://www.sec.gov/edgar/browse/?CIK=1657045&owner=exclude)
on or around July 15, 2022.
Am
I being solicited or required to vote?
No.
Since a clear majority of the issued and outstanding shares of Common Stock of the Company have already pledged to adopt the decisions
required to be decided at the Annual Meeting by Written Consent made on June 19th, 2022 in accordance with section 78.320.2
of the Nevada Revised Statutes and the Company’s governing documents, additional votes are not required and proxies from other
Stockholders are not being sought. The decisions made will be acted on by Written Consent on or around July 15th, 2022 in
accordance with Rule 14(c)-2 of the Exchange Act.
Is
there a list of Stockholders of Record?
A
list of Stockholders of Record may be obtained by our Stockholders of record from the President of the Company via an email request sent
to ir@next-chemx.com. If you are a beneficial owner, such request should be made through the Stockholder of record holding your
shares.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING AND OTHER STATEMENTS
This
Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements
may be identified by words like “expects,” “projects” “anticipates,” “intends,”
“plans,” “believes,” “sees,” “estimates” and variations of such words and similar
expressions that are intended to identify such forward-looking statements. These forward-looking statements are based on our
beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future
events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this
Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form
10-Q that we have filed or will file hereafter. Such reports should be read in their entirety, however, attention is particularly
drawn to the disclosure of risk factors. The forward-looking statements speak only as of the date of this Proxy Statement and undue
reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any
forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document or
in any documents or verbal statements which may be made during the Annual General meeting or in answers to questions made by
Stockholders.
ACTION
1: ELECTION OF DIRECTORS
Summary
Our
entire Board is elected annually by our Stockholders and currently consists of two members. During the course of 2022, it is anticipated
that the number of directors will be increased to between three and five with the addition of new “independent directors”.
At present, however, both directors are standing for re-election for a one-year term, to hold office until the 2023 Annual Meeting of
Stockholders and until their successors have been elected and qualified.
The
nominees for re-election are: Benton Wilcoxon and J. Michael Johnson.
Each
of the director nominees is willing and able to stand for election and we know of no reason why any of the nominees would be unable to
serve as a director. Should such a situation arise, however, the Board may designate a substitute nominee or, alternatively, reduce the
number of directors to be elected. If a substitute nominee is selected, the persons named as proxies will vote for that substitute nominee.
Any vacancies not filled at the Annual Meeting may be filled by the Board.
Director
Nominees
The
biography of each of the nominees is listed below and contains information regarding the person’s service as a director for NEXT-ChemX
Corporation; their business experience, other public company director positions currently held or held at any time during the last five
years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications,
attributes or skills that caused the Board to determine that the person should serve as a director in light of our business and structure.
ACTION
2: APPOINTMENT OF BF BORGERS CPA PC, AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2022 FISCAL YEAR
Our
independent registered public accountants are appointed annually by the Stockholders for the year in hand and will carry out the review
of quarterly financial statements and the full audit of our 2022 year-end financial statements. They also review the SEC filings relating
to our accounts. BF Borgers performs 10-K audits and 10-Q quarterly reviews according to PCAOB standards for over 80 publicly traded
companies around the world. These companies range from start-up and development stage to successful mid-market companies.
BF
Borgers has been the appointed auditor for the Company since 2020.
NOMINEES
FOR DIRECTOR ELECTED UNDER THE WRITTEN CONSENT.
Benton
H Wilcoxon
Mr.
Wilcoxon has served as a Director and Chief Executive Officer of NEXT-ChemX Corporation for one year and approximately 2 months since
April 2021. Benton is an accomplished American entrepreneur with a world-class talent for integrating new material technologies into
revolutionary products. He has founded upwards of 10 companies to commercialize new products, most notably Ashurst Technology Ltd (“Ashurst”)
and Composite Technology Corporation (“CTC”). As the head of Ashurst, he identified and was the first to develop and commercialize
aluminum scandium alloys for aerospace, marine and sports equipment applications. In that role and subsequently he developed and operated
scandium extraction from solutions of ore bodies and processed tailings. Wilcoxon founded CTC to develop and commercialize the world’s
most efficient conductor for high voltage transmission lines. Over 60,000 kilometers of this game changing transmission technology has
been deployed in over 900 projects across 50 countries. The technology is estimated to have reduced CO2 emissions by over
3.5 million metric tons every year. End users include some of the largest utilities in the world including American Electric Power in
the USA, National Grid in the UK and State Grid in China. He also headed DeWind, which commercialized the first synchronous large megawatt
wind turbines before its sale and transfer to Daewoo.
J.
Michael Johnson
Mr.
Johnson has served as Director, President, and Financial Officer of NEXT-ChemX Corporation for one year and approximately 2 months since
April of 2021. Mr. Johnson brings professional experience gained from his services to a variety of public and privately held middle market
businesses for over 30 years. For over 5 years Mr. Johnson has been the CEO of Future Capital Holdings that has filed a medical patent
before entering the distressed asset market in late 2021. Mr. Johnson’s financial career began at Fidelity Investments in 1990
in the institutional trading division. From approximately 1992-2001 Mr. Johnson worked at various broker dealers in both retail and institutional
sales. During this timeframe Mr. Johnson also was a 25% partner in Southern California Equity Group, Inc. a franchise broker dealer located
in La Jolla California. During these years Mr. Johnson participated in IPO’s, secondary offerings, debt, equity financings, as
well as private placements both on the retail and institutional level. In 2002, Mr. Johnson became an independent consultant working
for various small cap growth companies providing services for his client to raise capital and navigate through the public markets. His
primary focus has been identifying funding sources, structuring financings and negotiating the terms of the capital. Mr Johnson was instrumental
in arranging for Mr Wilcoxon and his team to commercialize the Membrane Extraction Technology through the Company. Mr. Johnson received
his Bachelor of Science degree in Economics in 1989 from Fitchburg State University.
CORPORATE
GOVERNANCE OVERVIEW
Overview
of the Current Situation
Following
the reorganization of the Company’s business in April 2021 and the changing of the Board of Directors as well as the complete refocus
of the business away from management services to the development of new products, specifically the Membrane Extraction Technology (SIC
Code: 3559), the Company found itself with a small technology team developing what may potentially become a ground breaking approach
to the extraction of ions from solutions, including lithium, calcium, magnesium, and other elements. The team has been focusing on the
completion of intellectual property protection, pilot plant development and other essential steps in the commercialization of the technology.
Senior staff has been added slowly due the start-up nature of the business and the lack of job security this entails as well as financial
constraints. These factors have inhibited the Board’s efforts to introduce the full array of corporate governance measures.
The
Board is, however, strongly committed to transparency, good governance, accountability, and independent oversight. For this reason, this
information statement will highlight certain deficiencies in the current Board structure as well as the lack of independent control that
is the hallmark of early development stage companies that are focused on internal results in the shortest period.
We
currently have no independent directors. Our directors are entrepreneurs dedicated to building the business and focused on results. The
inertia required to overcome the difficulties inherent in a start-up is considerable, however, while concentrating on this development,
the Board is committed also to progressing in the shortest period to the introduction of Board independence and regulation by independent
Board committee and regular oversight.
At
present, the Board has passed certain Corporate Governance Guidelines that will act as the guide to the introduction of good governance
over time. These guidelines are available to Stockholders of record on demand via email (m.johnson@next-chemx.com) and will be
posted on the Company’s website under Investor Information.
Included
in the Corporate Governance Guidelines is the provision for the establishment of 3 Board Committees:
| |
(1) |
the
Audit Committee (“NCX Audit Committee”); |
| |
|
|
| |
(2) |
an
Executive Compensation and HR Committee (“ECHR Committee”); and |
| |
|
|
| |
(3) |
a
Board Nomination and Corporate Governance Committee (“Board NCG Committee”) |
The
Chairman will be actively seeking, with the help of third parties, independent board candidates to enhance the Bord performance. However,
the full Board currently remains responsible for the final approval of any new director candidates, as well as the nomination of existing
directors for re-election.
Chief
Executive Officer Succession
During
the next 12 months the Company will be putting in place measures to cope with and plans for the succession for our Chief Executive
Officer (and other executive officers, as appropriate). Our Chief Executive Officer will discuss with the Board and document his
recommendations. He will evaluate potential successors to his position, including where possible in the event of an emergency. The
Chief Executive Officer will review and suggest induction and education plans recommended for both external candidates and those who
are current employees of the Company.
Board
Leadership Structure
Our
Board believes that it is important that it retain flexibility to make the determination as to whether the interests of the Company and
our Stockholders are best served by having the same individual serve as both Chief Executive Officer and Chairman of the Board, or whether
the roles should be separated based on the circumstances at any given time. At present, given the needs of the Company, it has been determined
that these roles are best served by Mr Wilcoxon holding both positions. Cognizant of the need to provide for oversight in this case,
during 2022 and following the appointment of independent directors to the Board, our Corporate Governance Guidelines call for the Board
to appoint a “Lead Independent Director” where the Chief Executive Officer and Chairman of the Board roles are combined,
(or even where an individual Chairman is not otherwise independent).
The
Company anticipates that a Lead Independent Director will be so nominated during 2022.
The
Lead Independent Director will preside over meetings of our non-management directors, serve as liaison between our Chairman and the independent
directors, work with the Chairman to establish agendas for Board and committee meetings, raise issues with management on behalf of the
independent directors, consult with committee leadership, and carry out other duties as requested by the Board. The Lead Independent
Director also has the authority to call meetings of the Board and special meetings of independent or non-management directors, as needed.
Board
Evaluations
Our
Board of Directors will conduct annual self-evaluations, that are anticipated to be overseen by the Board NGC Committee.
Risk
Oversight
Our
Board oversees an eclectic, enterprise-wide approach to risk management, analyzing through our strategic goals the potential issues that
may arise during implementation. The focus is on risk anticipation, training and preventive measures as well as improving and adapting
long-term organizational performance to become more resilient and better able to cope with adverse circumstances. A major factor in our
risk assessments and prevention plans is the intellectual property protection work and this is contracted to a third-party specialist
company with specific, targeted expertise in this area.
A
fundamental part of risk oversight is to understand the individual risks our Company faces, And the formulation of the steps
management must take to mitigate those risks, including the framework used by management for coordinated oversight, control, and
continuous improvement of processes all of which are used to manage risk and to assess management’s appetite for
risk.
It
is management’s responsibility to manage risk and bring material risks facing our Company to the Board’s attention.
Our
Board is fully aware of the risks relating to strategic and operational initiatives, business continuity, cybersecurity, financial performance
and legal developments, which are each integrated with enterprise-risk exposures. The involvement of the full Board in approving our
strategic plan is a key part of its assessment of the risks inherent in our corporate strategy.
Communications
with the Board
Stockholders
and other interested parties who wish to communicate directly with any member of our Board, the Board as a group, or our non-management
directors as a group, may do so by writing to the Board of Directors (c/o the Chairman) or Non-Management Directors (c/o the Lead Independent
Director or Corporate Secretary) at NEXT-ChemX Corporation, 1111 W 12th Street, Suite 113, Austin, Texas, 78703, United States or by
contacting us via email at ir@next-chemx.com. Please note that communications may be reviewed by legal counsel to review and organize,
but not screen, communications from Stockholders and other interested parties subsequently to deliver them to the Board or non-management
directors, as applicable. We will screen commercial solicitations for appropriateness.
Related
Party Transactions
Our
Board has adopted a written related party transaction policy to monitor transactions, arrangements or relationships in which the Company
and any of the following have an interest: (1) any person who is or was (since April 27, 2021), even if they do not presently serve in
that role) an executive officer, director or director nominee; (ii) any person or entity who holds more than a 5% beneficial ownership
of our common stock; (iii) any immediate family member of any of the foregoing; or (iv) any entity in which any of the foregoing persons
is employed or is a general partner or principal or acts in any similar position in which such person or persons collectively have a
10% or greater beneficial ownership interest. The policy covers any related party transaction that meets the minimum threshold for disclosure
under relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect
material interest). We do not include salary as a related party disclosure.
Code
of Conduct
We
maintain a Code of Conduct, which has been approved by our Board, to ensure that our directors, employees and officers, including our
Chief Executive Officer and Financial Officer, understand the basic principles that govern our corporate conduct. The Code of Conduct
is available on demand for our Stockholders by requesting a copy to ir@next-chemx.com.
Sustainability
All
human systems and most natural processes consume resources. The Company seeks to ensure that its systems and procedures use resources
that are replaceable where possible (taking care that they are replaced or are scheduled to be replaced) and does not waste essential
depletable resources unnecessarily. In this manner, we endeavor to reduce our environmental footprint across our organization. Proactively,
we design our approaches and solutions in such a manner as to limit the disruption of surrounding and interconnected systems. In terms
of society, we engage with and support the communities wherein we operate. We endeavor to conduct our operations in a responsible and
ethical manner, and, internally, we aim to advance the growth, capabilities and wellbeing of our employees.
Our
principal product in development, our extraction system (please refer for more information to our website www.next-chemx.com or
our most recent 10-K filing available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1657045/000149315222010068/form10-k.htm) is
designed to remove targeted ions without the overapplication of heat energy or the creation of expensive pressure and without the necessity
of large amounts of water that can deplete water resources in the area of operation. We aim to avoid toxic chemical usage that can lead
to contaminations and that have some inevitable effect on the environment, that require an increase in the costs of clean-up or that
raise problems of disposal.
These
philosophies and approaches are what we mean when we claim a sustainable approach to our work and environment. It is better described
as a drive to a harmonious co-existence with our environment, with corelated or neighboring systems both natural and manmade and with
the least unnecessary disruption or hazard for the present or future generations.
These
policies are not as yet having an important effect, but the foundations will be laid prior to our commencing production and deployment
of our products and systems, and we will report on the results as we move forward.
MEETINGS
AND BOARD COMMITTEES
Board
Meetings and Director Attendance
The
Board met nine times in 2021. All these meetings were conducted by unanimous written agreement with the discussions and issues being
weighed by conference prior to the elaboration of the minutes. Each incumbent director participated in the input and elaboration of all
the decisions of the Board.
Committees
There
were no Committees established and operational during 2021 and to date. There are no independent director members of the Board. It is
anticipated that this situation will change during 2022 beginning with the appointment of independent directors and the creation of the
Audit Committee.