Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Designation of Series A, B & C Preferred Stock
On
Series A Preferred Stock
Pursuant to the COD, 10,000,000 shares of our blank check preferred stock were designated as Series A Preferred Stock (the "Series A Preferred Stock"). The Series A Preferred Stock have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:
Ranking; Liquidation Preference. The Series A Preferred Stock: (i) ranks senior to the Company's common stock; and, (ii) in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of any junior ranking stock by reason of their ownership of such stock an amount per share for each share of Series A Preferred Stock held by them equal to the sum of the liquidation preference.
Conversion. The Series A Preferred Stock is not convertible into shares of the Company's common stock.
Voting. The holders of shares of Series A Preferred Stock shall vote on an "as
converted" unless and until such shares are converted into shares of common
stock, par value
Series A Preferred Stock Protective Provisions. In addition to any other rights
provided by law, at any time any shares of Series A Preferred Stock are
outstanding, as a legal party in interest, the Company, through action directly
initiated by the Company's Board of Directors or indirectly initiated by the
Company's Board of Directors through judicial action or process, including any
action by the shareholders of the Company's Common Stock, shall not, either
directly or indirectly by amendment, merger, consolidation or otherwise, take
any of the following actions without first obtaining the affirmative written
consent of the majority of the Series A holders: (a) issue additional amounts or
classes of senior securities, (b) modify the terms of the Series A Preferred
Stock so as to significantly and adversely affect its rights or preference, as
reasonably determined by the Holders, (c) liquidate, dissolve or wind-up the
business and affairs of the Company in any form of transaction, or consent to
any of the foregoing, (d) pay dividends when preferred dividends on the Series A
Preferred Stock are in arrears or (e) take any other action which, under the
laws of
Series B Preferred Stock
Pursuant to the COD, 10,000,000 shares of our blank check preferred stock were designated as Series B Preferred Stock (the "Series B Preferred Stock"). The Series B Preferred Stock have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:
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Ranking; Liquidation Preference. With respect to distribution of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, all Shares of the Series B Preferred Stock shall rank senior to all
Common Stock and pari passu to the Series A Preferred Stock and in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Company, the holders of Shares of Series B Preferred Stock then outstanding
shall be entitled to be paid out of the assets of the Company available for
distribution to its shareholders, before any payment shall be made to the
holders of
Conversion. Each share of Series B Preferred Stock shall convert into shares of the Company's common stock at a ratio of 1:5, meaning every (1) one Series B Preferred Stock shall convert into 5 shares of the Company's common stock. Holders of Series B Preferred Stock shall have the right to convert any or all their shares of the Series B Preferred Shares into common stock at any time. The conversion of the Series B Preferred Stock is subject to certain adjustments and terms and conditions as fully set forth in the COD.
Voting. The Series B Preferred Shares shall be Non-Voting.
Redemption. The Series B Preferred Stock is Non-Redeemable and Non-Callable.
Series B Preferred Stock Protective Provisions. In addition to any other rights
provided by law, at any time any shares of Series BB Preferred Stock are
outstanding, as a legal party in interest, the Company, through action directly
initiated by the Company's Board of Directors or indirectly initiated by the
Company's Board of Directors through judicial action or process, including any
action by the shareholders of the Company's Common Stock, shall not, either
directly or indirectly by amendment, merger, consolidation or otherwise, take
any of the following actions without first obtaining the affirmative written
consent of the majority of the Series B holders: (a) issue additional amounts or
classes of senior securities, (b) modify the terms of the Series B Preferred
Stock so as to significantly and adversely affect its rights or preference, as
reasonably determined by the Holders, (c) liquidate, dissolve or wind-up the
business and affairs of the Company in any form of transaction, or consent to
any of the foregoing, (d) pay dividends when preferred dividends on the Series B
Preferred Stock are in arrears or (e) take any other action which, under the
laws of
Series C Preferred Stock
Pursuant to the COD, 10,000,000 shares of our blank check preferred stock were designated as Series C Preferred Stock (the "Series C Preferred Stock"). The Series C Preferred Stock have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:
Ranking; Liquidation Preference. With respect to distribution of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, all Shares of the Series C Preferred Stock shall rank senior to all
Common Stock and pari passu to the Series A Preferred Stock and in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Company, the holders of Shares of Series C Preferred Stock then outstanding
shall be entitled to be paid out of the assets of the Company available for
distribution to its shareholders, before any payment shall be made to the
holders of
Conversion. Each share of Series C Preferred Stock shall convert into shares of the Company's common stock at a ratio of 1:5, meaning every (1) one Series C Preferred Stock shall convert into 5 shares of the Company's common stock. Holders of Series C Preferred Stock shall have the right to convert any or all their shares of the Series C Preferred Shares into common stock at any time. The conversion of the Series C Preferred Stock is subject to certain adjustments and terms and conditions as fully set forth in the COD.
Voting. The Series C Preferred Shares shall be Non-Voting.
Redemption. The Series C Preferred Stock is Non-Redeemable and Non-Callable.
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Series C Preferred Stock Protective Provisions. In addition to any other rights
provided by law, at any time any shares of Series C Preferred Stock are
outstanding, as a legal party in interest, the Company, through action directly
initiated by the Company's Board of Directors or indirectly initiated by the
Company's Board of Directors through judicial action or process, including any
action by the shareholders of the Company's Common Stock, shall not, either
directly or indirectly by amendment, merger, consolidation or otherwise, take
any of the following actions without first obtaining the affirmative written
consent of the majority of the Series C holders: (a) issue additional amounts or
classes of senior securities, (b) modify the terms of the Series C Preferred
Stock so as to significantly and adversely affect its rights or preference, as
reasonably determined by the Holders, (c) liquidate, dissolve or wind-up the
business and affairs of the Company in any form of transaction, or consent to
any of the foregoing, (d) pay dividends when preferred dividends on the Series C
Preferred Stock are in arrears or (e) take any other action which, under the
laws of
The foregoing description of the Preferred Stock is a summary only, does not purport to set forth the complete terms of the classes of Preferred Stock and accordingly the foregoing descriptions are qualified in their entirety by reference to the COD filed as Exhibit 3.1(d) to this Current Report on Form 8-K and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit No. Description 3.1(d) Certificate of Designation of Series A, B & C Preferred Stock 4
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