Item 1.01 Entry into a Material Definitive Agreement.
Cookies Oakland Binding LOI
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2 Cookies Redding Binding LOI
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Dividends
The holders of the Series V Preferred Stock do not have any preferential dividend rights and shall be entitled to receive dividends, if any, only if, when, and as declared by the Board in its sole and absolute discretion.
Voting Rights
Each share of Series V Preferred Stock shall have the right to take action by written consent or vote in a number equal to two times the number of shares of the Company's Common Stock into which such shares of Series V Preferred Stock are then convertible. These voting rights may be exercised by vote at an annual meeting of the stockholders of the Company or at a special meeting of the stockholders of the Company or by written consent of the holders of Series V Preferred Stock. Except as otherwise required by law or by the Articles of Incorporation of which the Certificate of Designation is a part, the holders of shares of Common Stock and shares of Series V Preferred Stock shall vote together and not as separate classes.
Conversion
Each share of Series V Preferred Stock is convertible into one share(s) of Common Stock, in the manner set forth in this paragraph and as further described in the Certificate of Designation. Each share of Series V Preferred Stock will automatically be converted into one fully paid and nonassessable share of Common Stock on the second anniversary of the date on which the holder's shares of Series V Preferred Stock were issued (each, an "Automatic Conversion"). In addition, at any time, or from time to time, from and after the first anniversary of the date on which a holder's shares of Series V Preferred Stock were issued, but prior to the date of the Automatic Conversion, such holder shall be entitled, upon written notice to the Company and the transfer agent (or solely to the Company if the Company serves as its own transfer agent for the Series V Preferred Stock), to convert each of such holder's shares of Series V Preferred Stock then held into one fully paid and nonassessable share of Common Stock.
3 Liquidation Preference
Upon any Liquidation Event (as defined in the Certificate of Designation),
before any distribution or payment shall be made to the holders of any class or
series of the Company's capital stock ranking junior to the Series V Preferred
Stock, the holders of the Series V Preferred Stock shall be entitled to be paid
out of the assets of the Company an amount equal to an aggregate of
Trading Market
There is no established trading market for any of the Series V Preferred Stock, and the Company does not expect a market to develop. The Company does not intend to apply for a listing for any of the Series V Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Series V Preferred Stock will be limited.
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Authorized Shares
The number of authorized shares of Series V Preferred Stock is 25,000,000 shares.
Voting Rights
Each share of Series V Preferred Stock shall have the right to take action by written consent or vote in a number equal to 20 times the number of shares of the Company's Common Stock into which such shares of Series V Preferred Stock are then convertible. These voting rights may be exercised by vote at an annual meeting of the stockholders of the Company or at a special meeting of the stockholders of the Company or by written consent of the holders of Series V Preferred Stock. Except as otherwise required by law or by the Articles of Incorporation of which the Certificate of Designation is a part, the holders of shares of Common Stock and shares of Series V Preferred Stock shall vote together and not as separate classes.
Conversion
Each share of Series V Preferred Stock is convertible into ten shares of Common Stock, in the manner set forth in this paragraph and as further described in the Certificate of Designation. Each share of Series V Preferred Stock will automatically be converted into ten fully paid and nonassessable shares of Common Stock on the second anniversary of the date on which the holder's shares of Series V Preferred Stock were issued (each, an "Automatic Conversion"). In addition, at any time, or from time to time, from and after the first anniversary of the date on which a holder's shares of Series V Preferred Stock were issued, but prior to the date of the Automatic Conversion, such holder shall be entitled, upon written notice to the Company and the transfer agent (or solely to the Company if the Company serves as its own transfer agent for the Series V Preferred Stock), to convert each of such holder's shares of Series V Preferred Stock then held into ten fully paid and nonassessable shares of Common Stock.
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The foregoing descriptions of the Certificate of Designation and the Amended and Restated Certificate of Designation and the Series V Preferred Stock are qualified in their entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 and 3.2 to this Current Report and which is incorporated by reference herein in its entirety.
Item 7.01 Regulation FD Disclosure.
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The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, unless the Company expressly so incorporates such information by reference.
Safe Harbor Statement
Information provided in this Current Report on Form 8-K may contain statements
relating to current expectations, estimates, forecasts and projections about
future events that are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the Company's plans, objectives and expectations for future
operations and are based upon management's current estimates and projections of
future results or trends. These forward-looking statements may also relate to
the officer appointments, any future employment agreements related to such
officer appointments, and other matters described above. Actual future results
may differ materially from those projected as a result of certain risks and
uncertainties. For a discussion of such risks and uncertainties, see "Risk
Factors" as described in the Company's Annual Report on Form 10-K filed with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 3.1 Certificate of Designation. 3.2 Amended and Restated Certificate of Designation. 10.1 Cookies Oakland LOI. 10.2 Cookies Redding LOI. 99.1 Press Release datedJanuary 5, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). 6
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