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:
x
Preliminary Information Statement
¨
Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
¨
Definitive Information Statement
K
inder
H
olding
C
orp.
(Exact Name Of Registrant
As Specified In Its 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:
We Are Not Asking You for a
Proxy and You are Requested Not To Send Us a Proxy
INFORMATION STATEMENT
OF
KINDER HOLDING CORP.
4340 E Kentucky Ave., Suite 206
Glendale, CO 80246
Phone: (303)
495-7583
To Our Stockholders:
This Notice and the accompanying Information Statement (the
"Information Statement") is being furnished to the stockholders of Kinder
Holding Corp., a Delaware Corporation ("Kinder Holding," the "Company" or
the "Registrant"), in connection with actions taken by the Registrant's
Board of Directors (the "Board") with the consent of the holders of a
majority of the issued and outstanding shares of common stock, par value
$0.0001 ("Common Stock") of the Registrant (the "Majority Consenting
Stockholders").The Board and the Majority Consenting Stockholders executed a
joint written consent dated October 26, 2017 (the "Joint Written Consent"),
a copy of which is attached as
Exhibit A
hereto, pursuant to which they authorized and approved the
filing of a Certificate of Amendment to the Registrant's Certificate of
Incorporation with the State of Delaware to: (i)change the name of the
Registrant from Kinder Holding Corp. to Intiva BioPharma Inc. (the "Name
Change"); (ii) implement a reverse split of the 100,000,000 outstanding
shares of the Registrant's Common Stock on a one-for-six (1:6) basis (the
"Reverse Split"), resulting in approximately 16,666,667 issued and
outstanding shares of Common Stock; and (iii) increase the authorized
capital stock of the Registrant from 110,000,000 shares of capital stock
consisting of 100,000,000 shares of Common Stock and 10,000,000 shares of
preferred stock, par value $0.0001 ("Preferred Stock") to 210,000,000 shares
of capital stock consisting of 200,000,000 shares of Common Stock and
10,000,000 shares of Preferred Stock (the "Authorized Share Increase"). The
foregoing are referred to collectively, as the "Corporate Actions".
The above Corporate Actions being taken pursuant to the
Joint Written Consent, which are subject to the approval by FINRA, are being
undertaken in furtherance of the closing on October 13, 2017 of the Amended
and Restated Share Exchange Agreement (the "Agreement") between the
Registrant and Intiva BioPharma Inc., a private Colorado corporation ("BioPharma"),
pursuant to which the Registrant acquired BioPharma as a wholly-owned
subsidiary (the "Closing") in consideration for agreeing to issue to the
shareholders of BioPharma (the "BioPharma Shareholders") a total of
255,856,272 shares of the Registrant's Common Stock, as disclosed in the
Registrant's Form 8-K as filed with the SEC on October 16, 2017 and which is
incorporated by reference herein.
The Corporate Actions will be evidenced by the filing of the
Certificate of Amendment with the Secretary of State of the State of
Delaware, but in no event will become effective earlier than the 20th day
after this Information Statement is mailed or furnished to the stockholders
of record as of October 25, 2017 (the "Record Date"), subject to approval by
FINRA. The Certificate of Amendment, a copy of which is attached hereto as
Exhibit B
, was authorized
and approved by the Joint Written Consent of the Board and the Majority
Consenting Stockholders, attached as
Exhibit A
hereto.
This Information Statement is being sent to you for
information purposes only and you are not required to take any action.
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:
/s/
Richard
Greenberg
Richard Greenberg
Chairman
October 26, 2017
KINDER HOLDING CORP.
4340 E Kentucky Ave., Suite 206
Glendale, CO 80246
Phone: (303)
495-7583
Information Statement Pursuant to Section 14C of the Securities Exchange
Act of 1934
This Information Statement is being filed by Kinder Holding with the United
States Securities and Exchange Commission (the "SEC") on October 26, 2017,
in connection with the Joint Written Consent dated October 26, 2017 to amend
the Registrant's Certificate of Incorporation to: (i) change the name of the
Registrant from Kinder Holding Corp. to Intiva BioPharma Inc. (the "Name
Change"); (ii) implement a reverse split of the 100,000,000 outstanding
shares of the Registrant's Common Stock on a one-for-six (1:6) basis (the "Reverse Split"), resulting in approximately 16,666,667 issued and
outstanding shares of Common Stock; and (iii) increase the authorized
capital stock of the Registrant from 110,000,000 shares of capital stock
consisting of 100,000,000 shares of Common Stock and 10,000,000 shares of
Preferred Stock to 210,000,000 shares of capital stock consisting of
200,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock
(the "Authorized Share Increase").
The Corporate Actions, all as discussed more fully below, are being
undertaken in connection with the Registrant's Closing of the Agreement with
BioPharma on October 13, 2017, pursuant to which BioPharma became a
wholly-owned subsidiary of the Registrant. A copy of the Agreement was filed
as exhibit 10.2 to the Registrant's Form 8-K on October 16, 2017. As
discussed more fully below, the Corporate Actions are subject to the
approval by FINRA.
BioPharma was formed under the laws of the State of Colorado in March 2017
as a wholly-owned subsidiary of Intiva USA Inc. and is engaged in the
business of developing drugs containing cannabinoids and/or terpenes, for
the treatment of various diseases, disorders and medical conditions,
discussed more fully below. Intiva USA Inc. is a wholly-owned subsidiary of
Intiva Inc., an Ontario, Canada corporation. BioPharma's business objective
is to pursue the formulation and development of cannabinoid-based drugs for
diseases, disorders and medical conditions. At present, BioPharma owns an
exclusive license covering certain intellectual property, including certain
patent applications. BioPharma has also filed five provisional patent
applications with the U.S. Patent Office covering formulations that include
cannabinoids and/or other substances, including terpenes formulated for the
purpose of treating various medical conditions and disorders. Reference is
made to the Registrant's Form 8-K filed with the SEC on October 16, 2017 for
complete disclosure regarding BioPharma and its business.
The Corporate Actions will be evidenced by the filing of the Certificate of
Amendment with the Secretary of State of the State of Delaware but will not
become effective until the Registrant receives approval from FINRA of the
Name Change and the Reverse Split (the "Effective Date").
Pursuant to Rule 14c-2(b) promulgated by the SEC under the Securities
Exchange Act of 1934 (the "Exchange Act"), the actions approved by the Joint
Written Consent and Majority Consenting Stockholders cannot become effective
until twenty (20) days from the date of mailing of the Definitive
Information Statement to our stockholders.
New Common Stock certificates reflecting the name change will not be issued
on the Effective Date. The Registrant's Common Stock is subject to quotation
on the OTC Pink Market under the symbol KDRH. Upon the Effective Date of the
Reverse Split and the Name Change, FINRA will change our symbol to reflect
the Registrant's Name Change.
ACTIONS TAKEN BY THE JOINT WRITTEN CONSENT OF THE BOARD OF DIRECTORS AND
MAJORITY CONSENTING STOCKHOLDERS OF THE REGISTRANT
ACTION I
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE
REGISTRANT TO INTIVA BIOPHARMA, INC.
On October 26, 2017, the Registrant's Board of Directors and Majority
Consenting Stockholders approved an Amendment to the Registrant's
Certificate of Incorporation to effect, among other things, the Name Change
as reflected in the Joint Written Consent of the Registrant's Board and
Majority Consenting Stockholders. A copy of the Joint Written Consent is
attached as
Exhibit A
to
this Information Statement and a copy of the Certificate of Amendment to the
Certificate of Incorporation is attached as
Exhibit B
to this
Information Statement.
Reasons for the Name Change
The Name Change was ratified and, approved, as it would more accurately
reflect the Registrant's recent business developments and the operations of
BioPharma as opposed to Kinder Holding, which had no operations. More
specifically, as disclosed in its current report on Form 8-K filed with the
SEC on October 16, 2017, the Registrant reported that it closed the
Agreement with BioPharma and that effective October 13, 2017, BioPharma
became a wholly-owned subsidiary of the Registrant.
ACTION II
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED
CAPITAL STOCK
The Registrant's Board and the Majority Consenting Stockholders have adopted
and approved the Certificate of Amendment to increase the authorized capital
stock from one hundred ten million (110,000,000) shares of capital stock,
consisting of one hundred million (100,000,000) shares of Common Stock and
ten million (10,000,000) shares of Preferred Stock to two hundred and ten
million (210,000,000) shares of capital stock consisting of two hundred
million (200,000,000) shares of Common Stock and ten million (10,000,000)
shares of Preferred Stock. The shares of Preferred Stock may be issued in
one or more series and the Registrant's is authorized to fix the powers,
preferences, rights, qualifications, limitations or restrictions of the
Preferred Stock and any series thereof pursuant to Section 151 of the
Delaware General Corporation Law ("DGCL"), without further action by the
stockholders.
The Joint Written Consent approving the Certificate of Amendment to the
Certificate of Incorporation and the Corporate Actions is attached hereto as
Exhibit A
.
Holders of the Registrant's Common Stock do not have preemptive rights to
purchase or subscribe for any new shares of upon any future issuances of
Common Stock and the authorization and any subsequent issuance of additional
shares of Common Stock will reduce the current stockholders' percentage
ownership interest in the total outstanding shares of Common Stock. This
Amendment will not alter current stockholders' relative rights and
limitations.
The Certificate of Amendment to the Registrant's Certificate of
Incorporation that reflects the newly-increased shares of Common Stock,
without change in the number of authorized shares of Preferred Stock, is
attached hereto as
Exhibit B
.
The increase in Authorized Capital Stock will become effective upon the
filing of the Certificate of Amendment to the Certificate of Incorporation
with the Secretary of State of the State of Delaware, which is expected to
occur as soon as is reasonably practicable on or after the twentieth (20th)
day following the mailing of this Information Statement to the Registrant's
stockholders.
Reason for Increase in Authorized Capital Stock
Pursuant to the Agreement, the Company issued to the BioPharma Shareholders
a total of 94,889,808 Shares, representing the remaining authorized but
unissued shares of Common Stock. The Company is obligated to issue the
remaining 160,966,464 share of Common Stock to the BioPharma Shareholders in
order for the Company to fulfill its obligation as provided in the Agreement
(the "Remaining Shares"), which issuance shall not take place until the
Effective Date of FINRA approval.
In addition, in order to facilitate our ability to raise capital in
furtherance of our business plan, we may be expected to issue additional
shares of Common Stock at the discretion of the Board of Directors, from
time to time. After the implementation of the Reverse Split and after the
Closing and the increase in the authorized shares of Common stock from
100,000,000 shares to 200,000,000 shares of Common Stock, the Registrant
will have 43,494,411 shares of Common Stock issued and outstanding and
200,000,000 shares of Common Stock authorized. Notwithstanding the
foregoing, we have no present plans, nor have we entered into any agreements
or understandings, that may require the issuance of any of the
newly-authorized Common Stock other than the issuance of the Remaining
Shares of Common Stock to the BioPharma Shareholders pursuant to the
Agreement and the issuance of up to 3,349,200 shares pursuant to the
exercise of outstanding warrants.
Our Board of Directors and the Majority Consenting Stockholders have
determined that it is in the best interests of the Registrant and all our
stockholders to have available additional authorized but unissued shares of
Common Stock. As a result of the increase in Authorized Capital Stock, the
Registrant will be able to issue Common Stock from time to time as may be
required for proper business purposes, such as raising additional capital
for ongoing operations, establishing strategic relationships with corporate
partners, acquiring or investing in complementary businesses or products
and/or having shares available for employee stock option plans or for hiring
and retaining new and existing employees and consultants.
ACTION III
REVERSE STOCK SPLIT
Material Terms of the Reverse Split
The Board of Directors has unanimously adopted and the Majority Consenting
Stockholders have approved a resolution, attached as
Exhibit A
hereto (the
"Joint Written Consent"), to effect the Reverse Split of the 100,000,000
outstanding shares of Common Stock on a one-for-six (1:6) basis, resulting
in 16,666,667 shares of Common Stock on the Effective Date, which is the
date FINRA approves the Reverse Split. The resulting share ownership
interests including resulting fractional shares for each individual
stockholder shall be rounded up to the first whole integer. The Board and
the Majority Consenting Stockholders believe that the Reverse Split is in
the Registrant's best interests and indeed is required in order to enable
the Registrant to issue the requisite number of post-Reverse Split shares of
Common Stock to the BioPharma Shareholders in connection with the Closing of
the Agreement.
Based upon the terms of the Agreement, the BioPharma Shareholders will own
98.04% of the post-Reverse Split Shares and the present Kinder Holding
stockholders will own the remaining 1.96% of the post-Reverse Split Shares.
On October 13, 2017, the Registrant authorized the issuance of 255,856,272
shares of Common Stock to the BioPharma Shareholders of which 94,889,808
have been issued because the Registrant had 5,110,192 shares of Common Stock
issued and only 100,000,000 shares of Common Stock authorized.
The immediate effect of the Reverse Split will be to reduce the total number
of Pre-Reverse Split Shares owned by the Registrant's stockholders from
100,000,000 shares of Common to 16,666,667 shares of Common Stock issued and
outstanding.
The Registrant's 10,000,000 authorized Shares of Preferred Stock will remain
unchanged by the Reverse Split.
The Reverse Split will affect all of the holders of the Registrant's Common
Stock including the remaining 160,966,464 unissued shares of Common Stock to
be issued to the BioPharma Shareholders uniformly and will not materially
affect any stockholder's percentage ownership interest in the Registrant or
proportionate voting power, except for insignificant changes that will
result from the rounding of fractional shares.
The Reverse Split is expected to become effective upon receipt of approval
from FINRA which may be expected to be in November 2017 (the "Effective
Date"). The Reverse Split will take place on the Effective Date without any
action on the part of the holders of the Registrant's Common Stock and
without regard to current certificates representing shares of the
Registrant's Common Stock being physically surrendered for certificates
representing the number of shares of Common Stock each stockholder is
entitled to receive as a result of the Reverse Split.
No fractional shares will be issued in connection with the Reverse Split.
Any fractional share will be rounded up to the first whole integer.
Certain Federal Income Tax Consequences
The following summary of certain material federal income tax consequences of
the Reverse Split does not purport to be a complete discussion of all of the
possible federal income tax consequences and is included for general
information only. Further, it does not address any state, local, foreign or
other income tax consequences, nor does it address the tax consequences to
stockholders that are subject to special tax rules, such as banks, insurance
companies, regulated investment companies, personal holding companies,
foreign entities, non-resident alien individuals, broker-dealers and
tax-exempt entities. This summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations and proposed
regulations, court decisions and current administrative rulings and
pronouncements of the Internal Revenue Service ("IRS"), all of which are
subject to change, possibly with retroactive effect, and assumes that the
shares of Common Stock will be held as a "capital asset" (generally,
property held for investment) as defined in the Code.
Holders of Common Stock are advised to consult their own tax advisers
regarding the federal income tax consequences of the proposed Reverse Split
in light of their personal circumstances and the consequences under state,
local and foreign tax laws. The Reverse Split will qualify as a
recapitalization described in Section 368(a)(1)(E) of the Code. No gain or
loss will be recognized by the Registrant in connection with the Reverse
Split. No gain or loss will be recognized by a stockholder who exchanges all
of his shares of pre-reverse split Common Stock solely for shares of
post-reverse Common Stock. The aggregate basis of the shares of the Common
Stock to be received in the Reverse Split will be the same as the aggregate
basis of the shares of Common Stock surrendered in exchange therefor. The
holding period of the shares of Common Stock to be received in the Reverse
Split will include the holding period of the shares of Common Stock
surrendered in exchange therefor.
The Registrant's views regarding the tax consequences of the Reverse Split
are not binding upon the IRS or the courts, and there is no assurance that
the IRS or the courts would accept the positions expressed above. The state
and local tax consequences of the Reverse Split may vary significantly as to
each stockholder, depending on the state in which such stockholder resides.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY,
EACH HOLDER OF THE REGISTRANT'S COMMON STOCK IS URGED TO CONSULT WITH HIS
OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED REVERSE
STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE,
MUNICIPAL, FOREIGN OR OTHER TAXING JURISDICTION.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of October 25, 2017, information
regarding the beneficial ownership of our Pre-Reverse Split Shares of Common
Stock after the Closing of the Agreement but prior to the issuance of the
Remaining Shares. The information in this table provides the ownership
information for: each person known by us to be the beneficial owner of more
than 5% of our common stock; each of our directors; each of our executive
officers; and our executive officers and directors as a group.
Name of Beneficial Owner
|
|
Common Stock Beneficially Owned (1)
|
|
Percentage of Common Stock Owned (1)
|
Jeffrey Friedland, CEO and Director (2)(3)
4340 E
Kentucky Ave,. Suite 206
Glendale, CO 80246
|
|
58,318,807
|
|
58.32%
|
|
|
|
|
|
Evan Wasoff, CFO (4)
4340 E Kentucky Ave,. Suite 206
Glendale, CO 80246
|
|
2,225,229
|
|
2.23%
|
|
|
|
|
|
Richard Greenberg, Executive Vice President and Chairman (2)(5)
4340 E Kentucky Ave,. Suite 206
Glendale, CO 80246
|
|
55,185,684
|
|
55.19%
|
|
|
|
|
|
Robert I. Goldfarb, Chief Operating Officer (6)
4340 E Kentucky Ave,. Suite 206
Glendale, CO 80246
|
|
2,278,635
|
|
2.28%
|
|
|
|
|
|
Alain Bankier, Chief Strategy Officer and Director (7)
4340 E Kentucky Ave,. Suite 206
Glendale, CO 80246
|
|
4,895,504
|
|
4.90%
|
|
|
|
|
|
Intiva USA, Inc. (2)
4340 E Kentucky Ave,. Suite 206
Glendale, CO 80246
|
|
53,405,501
|
|
53.41%
|
|
|
|
|
|
Director and
Officer (5 persons) (8)
|
|
69,498,358
|
|
69.50%
|
(1) Applicable percentage ownership is based on 100,000,000 Pre-Reverse
Split Shares of Common Stock outstanding excluding the issuance of the
Remaining Shares. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities
(2) Intiva USA,
Inc. is a Colorado corporation that is a wholly-owned subsidiary of INTIVA
Inc., a Canadian corporation. Messrs. Jeffrey Friedland and Richard
Greenberg, as officers and directors of Intiva USA and significant
shareholders, officers, and directors of Intiva USA's parent company, share
voting power with respect to these Shares.
(3) Includes 468,848 Shares
which are owned by Lane 6552 LLC, an entity owned by Kathy Friedland, the
wife of Jeffrey Friedland. Mr. Friedland disclaims beneficial ownership of
the Shares owned by his wife. Also includes 2,966,972 shares for which
forfeiture restrictions have not yet lapsed.
(4) Includes 1,483,486
shares for which forfeiture restrictions have not yet lapsed.
(5)
Includes 1,186,789 shares for which forfeiture restrictions have not yet
lapsed.
(6) Includes 1,483,486 shares for which forfeiture restrictions
have not yet lapsed.
(7) Includes 2,373,578 shares for which forfeiture
restrictions have not yet lapsed.
(8) Includes 9,494,311 shares for which
forfeiture restrictions have not yet lapsed.
By order of the Board of Directors of Kinder Holding Corp.
4340 E Kentucky Ave., Suite 206
Glendale, CO 80246
Phone: (303)
495-7583
October 26, 2017
By: /s/
Richard Greenberg
Richard Greenberg
Chairman
Exhibit A
JOINT WRITTEN CONSENT
OF THE
BOARD
OF DIRECTORS AND MAJORITY CONSENTING STOCKHOLDERS
OF
KINDER HOLDING CORP.
The undersigned, being all of the members of the Board of
Directors of Kinder Holding Corp., a Delaware corporation (the
"Registrant"), together with the written consent of the holders (the
"Majority Consenting Stockholders") of a majority of the outstanding shares
of the Registrant's common stock, par value $0.0001 (the "Common Stock"),
acting pursuant to the authority granted by Section 242 of the Delaware
General Corporation Law ("DGCL"), do hereby adopt the following resolutions
as of this 26th day of October 2017.
WHEREAS, the Registrant's Board of Directors has
determined to change the name of the Registrant from Kinder Holding Corp. to
Intiva BioPharma Inc.
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of
Incorporation of this Registrant be amended by changing the following
Articles as follows:
FIRST: The name of the Registrant is: Intiva BioPharma
Inc.
SECOND: The Registrant shall be authorized to issue two
hundred and ten million (210,000,000) shares of capital stock, of which two
hundred million (200,000,000) shares shall be shares of common stock, par
value $0.0001 per share ("Common Stock") and ten million (10,000,000) shares
shall be shares of preferred stock, par value of $0.0001 per share, which
may be issued in one or more series ("Preferred Stock"). The Board of
Directors of the Registrant is authorized to fix the powers, preferences,
rights, qualifications, limitations or restrictions of the Preferred Stock
and any series thereof pursuant to Section 151 of the DGCL; and the existing
issued and outstanding shares of Common Stock shall be subject to a reverse
stock split on a one-for-six (1:6) basis resulting in approximately
16,666,667issued and outstanding shares of Common Stock at the Effective
Date. No fractional shares will be issued in connection with the reverse
split. Any fractional share will be rounded up to the first whole integer.
FURTHER RESOLVED, that this Joint Written Consent of the
Board of Directors and Majority Consenting Stockholders shall be added to
the corporate records of this Registrant and made a part thereof, and the
resolutions set forth above shall have the same force and effect as if
adopted at a meeting duly noticed and held by the Board of Directors and the
Majority Consenting Stockholders of this Registrant. This Joint Written
Consent may be executed in counterparts and with facsimile signatures with
the effect as if all parties hereto had executed the same document. All
counterparts shall be construed together and shall constitute a single Joint
Written Consent.
FURTHER RESOLVED, that the undersigned members of the
Registrant's Board of Directors and the Majority Consenting Stockholders of
the Registrant, hereby authorize, ratify and approve the forgoing actions
pursuant to the provisions of the DGCL and thereby direct that this Joint
Written Consent of the Board of Directors and Majority Consenting
Stockholders be filed with the minutes of the meetings of the Registrant.
The number of shares of Registrant's Common Stock issued
at October 25, 2017 (the "Record Date") is 100,000,000 shares of Common
Stock. The number of shares of Common Stock necessary to approve the above
resolutions under Section 228 of Title 8 of the DGCL and the By-laws of the
Registrant is 50,000,000 shares of Common Stock. The Majority Consenting
Stockholders, holding 53,405,501 shares of Common Stock, representing 53.41%
of our 100,000,000 issued shares of Common Stock, have consented to the
adoption of the above resolutions.
FURTHER RESOLVED, that any action or actions heretofore
taken by any officer of the Registrant for and on behalf of the Registrant
in connection with the foregoing resolutions are hereby ratified and
approved as duly authorized actions of the Registrant. This Joint Written
Consent shall be added to the corporate records of the Registrant and made a
part thereof, and the resolutions set forth above shall have the same force
and effect as if adopted at a meeting duly noticed and held by the
Registrant. This Joint Written Consent may be executed in counterparts and
with facsimile signatures with the effect as if all parties hereto had
executed the same document. All counterparts shall be construed together and
shall constitute a single Joint Written Consent.
Kinder Holding Corp.
By: /s/
Richard Greenberg
Richard Greenberg,
Chairman
Name of
Consenting Shareholder
|
|
Number of Share Beneficially Owned
|
|
Percentage
of Common Stock Owned (1)
|
|
|
|
|
|
Intiva USA Inc.
|
|
53,405,501
|
|
53.41%
|
4340 E Kentucky Ave,. Suite 206,
Glendale, CO 80246
|
|
|
|
|
|
|
|
|
|
Total
|
|
53,405,501
|
|
53.41%
|
(1) Applicable percentage ownership is based on 100,000,000 shares of Common
Stock issued and outstanding as of October 25, 2017
Exhibit B
STATE OF DELAWARE
CERTIFICATE OF
AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Kinder Holding Corp., a Registrant organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware does hereby certify:
FIRST:
That at a meeting of the Board
of Directors of Kinder Holding Corp. (the "Registrant") resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said Registrant, declaring said amendment to be advisable and based upon the
written consent of stockholders of said Registrant holding a majority of the
outstanding shares of common stock for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of
Incorporation of this Registrant be amended by changing the Article thereof
numbered "FIRST" and "FOURTH" so that, as amended, said Articles shall be and
read as follows:
"FIRST:
The name of the Registrant is:
Intiva BioPharma Corp."
"FOURTH:
The Registrant shall be
authorized to issue two hundred and ten million (210,000,000) shares of capital
stock, of which two hundred million (200,000,000) shares shall be shares of
common stock, par value $0.0001 per share ("Common Stock") and ten million
(10,000,000) shares shall be shares of preferred stock, par value of $0.0001 per
share, which may be issued in one or more series ("Preferred Stock"). The Board
of Directors of the Registrant is authorized to fix the powers, preferences,
rights, qualifications, limitations or restrictions of the Preferred Stock and
any series thereof pursuant to Section 151 of the Delaware General Corporation
Law; and the shares of Common Stock that are issued and outstanding shall be
subject to a reverse stock split on a one-for-six (1:6) basis."
SECOND:
That thereafter, pursuant to
resolution of its Board of Directors, and based upon the written consent of
holders of a majority of the shares of common of said Registrant in accordance
with Section 228 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required by statute, were voted in favor of the
amendment.
THIRD:
That said amendment was duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Registrant has caused
this certificate to be signed this __ day of October 2017.
By: /s/
Richard Greenberg
Name:
Richard Greenberg
Title: Chairman