Item 1.01 Entry into a Material Definitive Agreement.
On
The Amended Demand Note matures on two (2) days' notice ("Maturity") from the
holder to our company. All
The foregoing description of the Amended Demand Note, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended Demand Note, which is included in this Current Report as Exhibit 4.1, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of
On
These securities were issued pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented its intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificate with the appropriate restrictive legend affixed to the restricted Series B Convertible Preferred stock.
Item 3.03 Material Modification of Rights of Security Holders
On
Under the Certificate of Designation, holders of Series B Convertible Preferred
Stock are entitled to dividends, as declared by our board, in the amount of
In any distribution upon winding up, dissolution, or liquidation, the holders of Series B Convertible Preferred Stock shall be entitled to receive the Stated Value for each share along with any unpaid and accrued dividends, after which the Series B Convertible Preferred Stock shall convert into shares of common stock to participate with the common stockholders in any remaining distribution.
The holders of Series B Convertible Preferred Stock are entitled to convert each share of Series B Preferred Stock into one hundred (100) shares of common stock at any time. Upon the closing of an underwritten offering with
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proceeds of not less than
We are not permitted to redeem the outstanding shares of Series B Convertible Preferred Stock and there are no redemption rights in favor of the holders. Without obtaining the affirmative approval of the majority of shares of Series B Convertible Preferred Stock, we are restricted from, among other things, amending our charter documents in a manner than would adversely affect the rights of any holder.
The rights of the holders of Series B Convertible Preferred Stock are defined in
the relevant Certificate of Designation filed with the
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
3.1 Certificate of Designation of Series B Convertible Preferred Stock, as filed with the Secretary of State of theState of Nevada onDecember 28, 2021 4.1 First Amended and Restated Demand Note, datedDecember 28, 2021
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