Freeze Tag (FRZT) Hit by Vardemans' Consent Action to Oust CEO Craig Holland and Director Mick Donahoo Over Governance Concerns

Summary

July 10, 2025

By Email (craig@freezetag.com) and Overnight Delivery

Freeze Tag, Inc.
c/o Craig Holland, Chief Executive Officer and Director
11862 Red Hill Road
Santa Ana, California 92705

Re: Notice of Stockholder Action Without Meeting

Dear Mr. Holland:

We represent Rob Vardeman and Don Vardeman (the “Vardemans”), who collectively beneficially own an aggregate of 2,998,302 shares of the Series C Preferred Stock of Freeze Tag, Inc. (“Freeze Tag” or the “Company”), representing 51.1% of total voting power in the Company. Pursuant to Sections 1.10 and 2.5 of the Company’s Bylaws, and Section 228 of the Delaware General Corporation Law (“DGCL”), enclosed is a Written Consent of the Stockholders (the “Consent”) executed by a group of Series C Preferred Stockholders, including the Vardemans, representing 65.92% of the total voting power in the Company, resolving that you and Mick Donahoo be removed as directors of Freeze Tag, and that any resulting vacancy on the Board of Directors (the “Board”) remain unfilled subject to further action by the Board. The record date of this Consent is July 10, 2025.

We understand that, pursuant to Section 14(c) and Rule 14c-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), this Consent will become effective on the date (the “Effective Date”) that is 20 days after the Company disseminates to its non-consenting stockholders a definitive Information Statement describing this action on Schedule 14C. We remind you, therefore, that Section 1.1 of the Bylaws requires you to provide “prompt notice” of this action. We further caution you and Mr. Donahoo, in your current capacities as officers, directors, and employees, against causing Freeze Tag to enter into any significant, material transactions, or otherwise acting in a manner that would disrupt the status quo between now and the Effective Date without express Board approval. Any such action taken by either of you is likely to be deemed by the Board to be contrary to the best interests of Freeze Tag and its stockholders, as well as a breach of your fiduciary duties of loyalty and due care, and will therefore not only expose you to liability for any damage to the Company, but also likely result in you forfeiting any indemnification provided under Freeze Tag’s Certificate of Incorporation or the relevant provisions of the DGCL.

Also enclosed is a press release that the Vardemans are disseminating concurrently with the delivery of this Consent explaining the action taken and the process going forward. Within four business days of your receipt of this letter, you are required to file a copy of this press release with the SEC on Form 8-K, Item 5.02.

Please do not hesitate to contact me if you have any questions. We look forward to the Company’s prompt filing of its preliminary Information Statement with the SEC, as required by Section 1.10 of the Bylaws.

Very truly yours,

/s/ Robert S. Gans
Robert S. Gans

Source:

https://www.sec.gov/Archives/edgar/data/1485074/000121390025065090/ea024937301ex-a_freeze.htm