ITEM 3.02 Unregistered Sales of Equity Securities
As previously reported in the Current Report on Form 8-K filed on December 22,
2020, and in the Schedule 14F filed on December 30, 2020, the Board of Directors
of QUANTA, INC. (the "Company") previously approved the creation of 9,000 shares
of Series B Convertible Preferred Stock and 1,000 shares of Series C Convertible
Preferred Stock to be issued to certain Designees of Medolife Rx, Inc., a
Wyoming corporation ("Medolife Rx") pursuant to the conditions precedent to
closing of the December 21, 2020 Securities Exchange Agreement, under which the
Company acquired 51% of Medolife Rx.
Series B Convertible Preferred Stock
On January 14, 2021, the Board of Directors of the Company approved the issuance
of all 9,000 of the 9,000 authorized shares of Series B Convertible Preferred
Stock as follows:
Dr. Arthur Mikaelian 9,000 Shares of Series B Preferred Stock
Series C Convertible Preferred Stock
On January 14, 2021, the Board of Directors of the Company approved the issuance
of all 1,000 authorized shares of Series C Convertible Preferred Stock to the
following Medolife Rx Designees:
Trillium Partners LP 500 Shares of Series C Preferred Stock
Sagittarii Holdings, Inc. 500 Shares of Series C Preferred Stock
We claim an exemption from registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Act") since the foregoing issuances did
not involve a public offering, the recipients took the securities for investment
and not resale, we took appropriate measures to restrict transfer, and the
recipients had access to similar documentation and information as would be
required in a Registration Statement under the Act. No underwriters or agents
were involved in the foregoing issuance and the Company paid no underwriting
discounts or commissions.
The foregoing description of the January 14, 2021 Unanimous Written Consent of
the Board of Directors is qualified in its entirety by the Unanimous Written
Consent of the Board of Directors dated January 14, 2021, filed as Exhibit 10.1
to this report, which is incorporated by reference herein.
ITEM 5.02 Appointment of New Officer
As previously reported in the Current Report on Form 8-K filed on December 22,
2020 and the Schedule 14F filed on December 30, 2020, on December 21, 2020, in
connection with the entry into the Securities Exchange Agreement with Medolife
Rx, Inc., Arthur G. Mikaelian, Ph.D was appointed as a member of the Board of
Directors of Quanta, Inc.
On December 21, 2020, Dr. Mikaelian was also appointed to serve as the Company's
Chief Executive Officer, a role which he assumed on January 14, 2021.
Phil Sands continues to serve as President and Director of Quanta, Inc.
ITEM 5.03 Amendment to Articles of Incorporation or Bylaws
On January 12, 2021, the Company filed Certificates of Designation establishing
the designations, preferences, limitations and relative rights of the Company's
Series B Convertible Preferred Stock and Series C Convertible Preferred Stock in
the State of Nevada.
Series B Convertible Preferred Stock
The terms of the Certificate of Designation of the Series B Convertible
Preferred Stock, which was filed with the State of Nevada on January 12, 2021,
state that the shares of Series B Convertible Preferred Stock are convertible
into fifty-four percent (54%) of the issued and outstanding shares of the
Company's common stock on a fully converted basis. Each share of Series B
Preferred Stock shall be convertible into 6,750 shares of Common Stock
("Conversion Ratio"), at the option of a Holder, at any time and from time to
time, from and after the issuance of the Series B Preferred Stock; provided
that, for a period of twenty for (24) months from the Issuance Date, if the
Company issues shares of common stock, including common stock as the result of
the purchase, exercise or conversion of outstanding derivative or convertible
securities (or securities, including any derivative securities, containing the
right to purchase, exercise or convert into shares of common stock) (the
"Dilution Shares") such that the outstanding number of shares of common stock on
a fully diluted basis shall be greater than one hundred twelve million five
hundred thousand (112,500,000) shares (inclusive of conversions of Series B
Preferred Stock at the Conversion Ratio immediately above), then the Conversion
Ratio for the Series B Preferred Stock then outstanding and unconverted as of
the date the Dilution Shares are issued shall be adjusted to equal the
Conversion Ratio multiplied by a fraction, the numerator of which shall be the
number of shares outstanding on a fully diluted basis after the issuance of the
Dilution Shares, and the denominator shall be one hundred twelve million five
hundred thousand (112,500,000). Each holder of the Series B Preferred Stock
shall have the right to vote on any matter that may from time to time be
submitted to the Company's shareholders for a vote, on an as-converted basis,
either by written consent or by proxy.
Series C Convertible Preferred Stock
The terms of the Certificate of Designation of the Series C Convertible
Preferred Stock, which was filed with the State of Nevada on January 12, 2021,
state that such Series C Convertible shares have a par value of $0.00001 per
share and a stated value of $100 per share (the "Stated Value") and each Series
C Preferred Share shall be convertible into 6,750 shares of Common Stock
("Conversion Ratio"), at the option of a Holder, at any time and from time to
time, from and after the issuance of the Series C Preferred Stock; provided
that, for a period of twenty for (24) months from the Issuance Date, if the
Company issues shares of common stock, including common stock as the result of
the purchase, exercise or conversion of outstanding derivative or convertible
securities (or securities, including any derivative securities, containing the
right to purchase, exercise or convert into shares of common stock) (the
"Dilution Shares") such that the outstanding number of shares of common stock on
a fully diluted basis shall be greater than one hundred twelve million five
hundred hundred thousand (112,500,000) shares (inclusive of conversions of
Series C Preferred Stock at the Conversion Ratio immediately above), then the
Conversion Ratio for the Series C Preferred Stock then outstanding and
unconverted as of the date the Dilution Shares are issued shall be adjusted to
equal the Conversion Ratio multiplied by a fraction, the numerator of which
shall be the number of shares outstanding on a fully diluted basis after the
issuance of the Dilution Shares, and the denominator shall be one hundred twelve
million five hundred thousand (112,500,000). Subject to the beneficial ownership
limitations of 9.99%, set forth in Section 5 (b) of the attached Series C
Convertible Preferred Stock Certificate of Designation, each holder of the
Series C Preferred Stock shall have the right to vote on any matter that may
from time to time be submitted to the Company's shareholders for a vote, on an
as converted basis, either by written consent or by proxy.
The foregoing descriptions of the terms of the Certificates of Designation are
qualified in their entirety by the Certificates of Designation that were filed
with the Nevada Secretary of State on January 12, 2021, filed as Exhibits 10.2
and 10.3 to this report, which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following Exhibits are furnished herewith:
Exhibit
Number Description
10.1 Unanimous Written Consent of the Board of Directors of Quanta, Inc.
dated January 14, 2021
10.2 Certificate of Designation for Series B Preferred Stock filed in
Nevada on January 12, 2021
10.3 Certificate of Designation for Series C Preferred Stock filed in
Nevada on January 12, 2021
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