Current Report Filing (8-k)
September 06 2013 - 3:20PM
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):
August 30, 2013
PERVASIP CORP.
(Exact name of registrant as specified in its
charter)
New York |
000-04465 |
13-2511270 |
(State or other
jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
430 North Street
White Plains, NY 10605
(Address of principal
executive offices)
(914) 620-1500
(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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity
Securities.
Item 5.03 Amendment to Certificate of
Incorporation
On August 30, 2013, Pervasip Corp.
(the “Company”) filed a certificate of amendment of its certificate of incorporation in which the Board of Directors
designated a Series D of the Company’s previously authorized preferred stock with a par value per share of $0.001 (the “Series
D Preferred”). The number of shares of Series D Preferred was set at 51 shares. The Series D shares have dividend rights
equal to common stock on a share-for-share basis, but no liquidation rights. Each one (1) share of the Series D Preferred has voting
rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time
of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. As a result, the holders of
the Series D Preferred Stock have voting control of the Company.
All 51 shares of the Series D Preferred
were issued to the Company’s Chief Executive Officer and Chief Information Officer (the “Officers”) in exchange
for the 51 outstanding shares of the Company’s Series C Preferred Stock held by the Officers. The terms of the Series D Preferred
Stock are substantially identical to the terms of the Series C Preferred Stock, except that the redemption date has been changed.
The Company shall redeem all shares of Series D Preferred, in cash, for $1.00 per share on the earlier to occur of (1) the first
anniversary of the date upon which all obligations of the Company to 112359 Factor Fund, LLC (and/or its assign(s)) have been satisfied
in full, or (2) December 31, 2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1*
Amendment to the Articles of Incorporation, dated August 30, 2013
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PERVASIP CORP. |
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Date: September 6, 2013 |
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By: |
/s/ Paul H. Riss |
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Name: Paul H. Riss |
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Title: Chief Executive Officer |
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