Current Report Filing (8-k)
July 22 2013 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 9, 2013
| Next 1 Interactive, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
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000-52669 |
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26-3509845 |
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(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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2690 Weston Road, Suite 200
Weston, FL 33331 |
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(Address of Principal Executive Offices) |
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(954) 888-9779
Registrant’s telephone number, including
area code
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modification to Rights of Security Holders.
Amendment of the Certificate of Designation
of the Series A Preferred Stock
On July 9, 2013, Next 1 Interactive, Inc.
(the “Company”) filed a Certificate of Amendment to the Certificate of Designations (the “Series A Amendment”)
with the Nevada Secretary of State to amend and restate the Certificate of Designations of the Company’s Series A 10% Cumulative
Convertible Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”).
The Series A Amendment amends and restates
the voting powers, designations, preferences, limitations restrictions and relative rights of the Series A Preferred Stock to clarify
the conversion price and to grant to a holder of the Series A Preferred Stock the option to elect to convert all or any part of
such holder's shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value
$0.00001 per share (“Series C Preferred Stock”), at a conversion rate of five (5) shares of Series A Preferred Stock
for every one (1) share of Series C Preferred Stock
The above description of the Series A Amendment
does not purport to be complete and is qualified in its entirety by reference to the Series A Amendment, which is attached hereto
as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
The information set forth in Item 3.03 of this Current Report
on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
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Description |
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| 3.1 |
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Second Amended and Restated Certificate of Designations of the Series A 10% Cumulative Convertible Preferred Stock* |
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* Filed herewith
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NEXT 1 INTERACTIVE, INC. |
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| Date: July 22, 2013 |
By: |
/s/William Kerby |
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William Kerby |
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Chief Executive Officer |
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