Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Pursuant to the Amendment, the conversion rate of the Preferred Stock was changed to provide that each share of Preferred Stock shall be convertible, at the option of the holder, into 1.62 fully paid and nonassessable shares of the Company's common stock. The Amendment was necessary as the terms of the Certificate of Designation for the Preferred Stock expressly provided that the conversion ratio of 162 shares of common stock for each share of Preferred Stock would not be reduced in the event of a stock split or other capitalization of the Company.
Item 8.01 Other Events
Sparta provided the Company with a notice to convert all of the issued and outstanding Preferred Stock into 16,200,000 shares of common stock. The Board of Directors of the Company approved the conversion and agreed that the Company would not charge any fee or expense for such conversion. Accordingly, Sparta is currently the holder of 16,200,000 of the 17,751,564 shares of common stock issued and outstanding, or 91.3%.
Item 9.01 Financial Statements and Exhibits
3.1 Amendment to the Certificate of Designation of the Series A-1 Preferred
Stock as filed with the Secretary of State of the
September 15, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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