DEF 14A: Reliant Holdings Seeks Stockholder Approval for Name Change, Consent Procedures, and Reverse Stock Split

Reliant Holdings is asking stockholders to approve a name change to Onar Holding Corporation, an amendment to allow action by written consent of a majority of shareholders, and a reverse stock split authorization.

Summary

• Reliant Holdings, Inc. is seeking stockholder approval for several key changes.
• The company proposes to amend its articles of incorporation to change its name to Onar Holding Corporation.
• This change is related to the acquisition of HLDCO, LLC and the rebranding of its subsidiary, Integrum Group, LLC, as Onar Group, LLC.
• The company also seeks to amend its articles to allow a majority of stockholders to take action by written consent without a meeting, replacing the current requirement for unanimous consent.
• Additionally, the board is requesting the authority to implement a reverse stock split within a range of 10:1 to 1000:1 within the next 24 months.
• The special meeting of stockholders will be held on September 13, 2024.
• As of the date of the proxy statement, the company has 16,785,000 shares of common stock issued and outstanding.
• The company also has several series of preferred stock issued and outstanding, with varying voting rights and conversion features.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily focused on outlining the proposed changes and their potential effects. The sentiment is moderately positive due to the potential for streamlining decision-making and attracting investors, but tempered by the risks associated with the reverse stock split and the concentration of voting power.

Positives

• The proposed name change aligns the company's identity with its new business operations following the acquisition of HLDCO, LLC.
• The amendment to allow action by written consent of a majority of shareholders could streamline decision-making.
• The reverse stock split, if implemented, could make the company's stock more attractive to investors by increasing the per-share price.

Negatives

• The reverse stock split could be perceived negatively by some investors if the market price does not increase proportionally.
• The concentration of voting power in the hands of Claude Zdanow through the Series A and D Preferred Stock could limit the influence of other shareholders.
• The voting agreement with Michael Chavez gives significant control to another party, potentially reducing Chavez's influence as a major shareholder.

Risks

• The success of the rebranding and the integration of HLDCO, LLC's operations are critical to the company's future performance.
• The market's reaction to the reverse stock split is uncertain and could negatively impact the stock price.
• The company's reliance on a small number of key individuals for voting control could pose a risk if their interests diverge from those of other shareholders.

Future Outlook

The company is focused on integrating the operations of HLDCO, LLC and rebranding its subsidiary as Onar Group, LLC. The board believes that the proposed changes will facilitate capital restructuring and growth.

Management Comments

• The Board of Directors has unanimously determined that the Company and its stockholders should approve an amendment to the Companys articles of incorporation to change the name of the Company to Onar Holding Corporation.
• The Board of Directors believes it is in the best interests of the Company to amend the articles to state the following: Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent thereto is signed by the holders of the voting power of the Corporation that would be required at a meeting to constitute the act of the shareholders.
• The Board believes that giving such power will allow the Board of Directors to expedite capital restructuring in the interest of growing and developing the Company under the new operations.

Industry Context

Companies often rebrand after acquisitions to reflect new strategic directions. Reverse stock splits are sometimes used to increase stock price and attract institutional investors, but their effectiveness can vary.

Comparison to Industry Standards

• Reverse stock splits are a relatively common corporate action, with companies like Athersys and Ocugen having recently undertaken similar splits to regain compliance with listing requirements or improve stock price.
• The proposed reverse stock split range of 10:1 to 1000:1 is quite broad; companies typically announce a more specific ratio.
• The concentration of voting power in preferred stock is not uncommon, but the extent to which it exists in Reliant Holdings is significant, potentially limiting the influence of common stockholders.

Stakeholder Impact

• Shareholders will be impacted by the potential name change, changes to voting procedures, and the possibility of a reverse stock split.
• Employees may be affected by the rebranding and integration of HLDCO, LLC's operations.
• The company's customers and suppliers may experience changes as a result of the rebranding and new strategic direction.

Next Steps

• Stockholders will vote on the proposed changes at the special meeting on September 13, 2024.
• The board will determine whether to implement the reverse stock split and, if so, at what ratio, within the next 24 months.
• The company will proceed with the name change and rebranding of its subsidiary if the proposals are approved.

Key Dates

Keywords

Onar Holding Corporation, reverse stock split, proxy statement, stockholders, HLDCO LLC, voting rights, Reliant Holdings, corporate governance, amendment