Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal
Year.
On October 5, 2021 Kyto Technology and Life Science, Inc. (the "Registrant")
filed the following document with the Delaware Secretary of State: a Certificate
of Designation of Class B3 Convertible Preferred Stock that had the effect of
designating 3,000,000 shares of preferred stock as Class B3 Preferred Stock (the
"Class B3 Preferred Stock Certificate of Designation"); (ii) a Certificate of
Designation of Class A2 Convertible Preferred Stock that had the effect of
designating 4,200,000 shares of preferred stock as Class A2 Preferred Stock (the
"Class A2 Preferred Stock Certificate of Designation"); (iii) a Certificate of
Designation of Class B3 Convertible Preferred Stock that had the effect of
designating 3,200,000 shares of preferred stock as Class B3 Preferred Stock (the
"Class B3 Preferred Stock Certificate of Designation").
Each share of Class B3 Preferred Stock ranks senior to all Junior Stock (as such
term is defined in the Class B3 Preferred Stock Certificate of Designation).
Each share of Class B3 Preferred Stock shall be convertible: (i) at the election
of each holder, into the number of shares of the Registrant's Common Stock
obtained by dividing $0.80 by the Conversion Price (as such term is defined in
the Class B3 Preferred Stock Certificate of Designation); or (ii) upon the
occurrence of (A) a vote of a majority of the voting power of the outstanding
Class B3 Preferred Stock, (B) the Registrant's listing on the NYSE or NASDAQ, or
(C) the closing of one or more of a series of financings resulting in aggregate
proceeds to the Registrant of $10,000,000. Cumulative dividends at a rate per
annum of 10% shall accrue on all shares of Class B3 Preferred Stock. In the
event of a Liquidating Event (as such term is defined in the Class B3 Preferred
Stock Certificate of Designation), holders of shares of Class B3 Preferred Stock
then outstanding will be entitled to receive in preference to the holders of
Junior Stock an amount per share equal to the greater of: (i) one times the
Class B3 Original Issue Price (as such term is defined in the Class B3 Preferred
Stock Certificate of Designation) plus any accrued but unpaid dividend; or (ii)
such amount per share as would have been payable had all shares of Class B3
Preferred Stock been converted into the Registrant's common stock. Each share of
Class B3 Preferred Stock shall vote on an as-converted basis with the
Registrant's common stock.
The foregoing description of the Certificates of Designation is qualified in its
entirety by reference to the Certificate of Designation of Class B3 Convertible
Preferred Stock which is filed hereto and incorporated herein by reference as
Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
3.1 Certificate of Designation of Class B3 Convertible Preferred Stock.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source Glimpses