UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 18, 2014
Nyxio Technologies Corporation
(Exact name of small business issuer
as specified in its charter)
| Nevada |
98-0501477 |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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| 1330 S.W. 3rd Ave., Portland, Oregon 97201 |
| (Address of principal executive offices) |
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| 800-398-4132 |
| (Issuer’s telephone number) |
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_______________________________________________________
(Former name or former address, if changed
since last report) |
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 (see General Instruction
A.2. below):
[ ] 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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 – Corporate Governance and Management
Item 5.03 Amendment to Articles
of Incorporation or Bylaws
Effective June 18, 2014, our Board of Directors and the holders
of our Class B Convertible Preferred Stock approved an amendment to the Certificate of Designation governing the rights of holders
of Class B Convertible Preferred Stock. Under the Amended Certificate of Designation, holders of Class B Convertible Preferred
Stock are now entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate
of one hundred million (100,000,000) votes for each share held. All other rights of the holders of Class B Convertible Preferred
Stock remain as originally designated.
Item 9.01 Financial Statements and Exhibits
The exhibits listed in the following Exhibit Index are filed
as part of this Current Report on Form 8-K.
SIGNATURES
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.
Nyxio Technologies Corporation
/s/ Giorgio Johnson
Giorgio Johnson
Chief Executive Officer
Date: June 19, 2014
|
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov |
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Amendment to Certificate of Designation
After Issuance of Class of Series |
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| USE BLACK INK ONLY – DO NOT HIGHLIGHT |
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Certificate
of Amendment to Certificate of Designation
For
Nevada Profit Corporations
(Pursuant
to Nevada Revised Statutes 78.1955 – After Issuance of Class or Series) |
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| 1) Name of corporation: |
| Nyxio Technologies Corporation |
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| 2) Stockholder approval pursuant to statue has been obtained. |
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| 3) The class or series of stock being amended: |
| Class B Convertible Preferred Stock |
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| 4) By resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is: |
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5. Voting.
The holders of Class B Convertible Preferred Stock shall have the right to cast one hundred million (100,000,000) votes for each
share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election
of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors.
SEE ATTACHED |
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| 5) Effective date of filing: (optional) |
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| 6) Signature: |
| /s/ Giorgio Johnson |
____________________________________
2nd
AMENDED CERTIFICATE OF DESIGNATION
OF
NYXIO
TECHNOLOGIES CORPORATION
Pursuant
to Section 78.1955 of the
Nevada
Revised Statutes
______________________________________
CLASS
B CONVERTIBLE PREFERRED STOCK
On
behalf of Nyxio Technologies Corporation, a Nevada corporation (the “Corporation”), the undersigned hereby
certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
RESOLVED,
that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation
(the “Articles of Incorporation”), there hereby is created, out of the one thousand five hundred (1,500) shares
of preferred stock, par value $.001 per share, of the Corporation authorized by Article Three of the Articles of Incorporation
(“Preferred Stock”), a series of Class B Convertible Preferred Stock, consisting of one hundred (100) shares,
which series shall have the following powers, designations, preferences and relative participating, optional and other special
rights, and the following qualifications, limitations and restrictions:
The
specific powers, preferences, rights and limitations of the Class B Convertible Preferred Stock are as follows:
1. Designation;
Rank. This series of Preferred Stock shall be designated and known as “Class B Convertible Preferred Stock.” The
number of shares constituting the Class B Convertible Preferred Stock shall be one hundred (100) shares. Except as otherwise provided
herein, the Class B Convertible Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank
pari passu to the common stock, par value $0.001 per share (the “Common Stock”).
2. Dividends.
The holders of shares of Class B Convertible Preferred Stock have no dividend rights except as may be declared by the Board in
its sole and absolute discretion, out of funds legally available for that purpose.
3. Liquidation
Preference.
(a) In
the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary
or involuntary, the Holders of Class B Convertible Preferred Stock shall be entitled to participate in any distribution out of
the assets of the Corporation on an equal basis per share with the holders of the Common Stock.
(b) A
sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means
of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger)
that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change
in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation.
4. Optional
Conversion of Class B Convertible Preferred Stock. The Holders of Class B Convertible Preferred Stock shall have conversion
rights as follows:
(a) Conversion
Right. Each share of Class B Convertible Preferred Stock shall be convertible at the option of the Holder thereof and without
the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock on the Optional Conversion
Date (as hereinafter defined) at a conversion rate of one (1) share of Common Stock (the “Conversion Rate”)
for every one (1) share of Class B Convertible Preferred Stock, subject to adjustment as provided in Section 4 of this Designation.
(b) Mechanics
of Optional Conversion. To effect the optional conversion of shares of Class B Convertible Preferred Stock in accordance with
Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation,
a “Conversion Demand”) upon the Corporation at its principal executive offices setting forth therein (i) the
certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business
day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation,
the “Optional Conversion Date”). Within five days of receipt of the Conversion Demand, the Corporation shall
give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein
(i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to
be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed
for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form
of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage
prepaid, to such Holder at such Holder’s address as may be set forth in the Conversion Demand or, if not set forth therein,
as it appears on the records of the stock transfer agent for the Class B Convertible Preferred Stock, if any, or, if none, of
the Corporation. On or before the Optional Conversion Date, each Holder of the Class B Convertible Preferred Stock so to be converted
shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly
executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Corporation at any place
set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Corporation. As soon
as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares,
the Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records
of the stock transfer agent for the Class B Convertible Preferred Stock, if any, or, if none, of the Corporation, a certificate
or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions
hereof.
(c) No
Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Class B Convertible
Preferred Stock. In lieu of any fractional share to which the Holder would be entitled but for the provisions of this Section
4(c) based on the number of shares of Class B Convertible Preferred Stock held by such Holder, the Corporation shall issue a number
of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder
of Class B Convertible Preferred Stock by the Corporation upon conversion of Class B Preferred Convertible Stock by such Holder.
(d) Reservation
of Stock. The Corporation shall at all times when any shares of Class B Preferred Convertible Stock shall be outstanding,
reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding shares of Class B Convertible Preferred Stock. If at any
time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding
shares of the Class B Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.
(e) Stock
Dividends, Splits, Combinations and Reclassifications. If the Corporation shall (i) declare a dividend or other distribution
payable in securities, (ii) split its outstanding shares of Common Stock into a larger number, (iii) combine its outstanding shares
of Common Stock into a smaller number, or (iv) increase or decrease the number of shares of its capital stock in a reclassification
of the Common Stock including any such reclassification in connection with a merger, consolidation or other business combination
in which the Corporation is the continuing entity (any such corporate event, an “Event”), then in each instance
the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Class B Convertible
Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.
(f) Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 4 of
this Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and cause its principal financial officer to verify such computation and prepare and furnish to each Holder of Class
B Convertible Preferred Stock a certificate setting forth such adjustment or readjustment and setting forth in reasonable detail
the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of
any Holder of Class B Convertible Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting
forth: (i) such adjustments and readjustments; (ii) the Conversion Rate in effect at such time for the Class B Convertible Preferred
Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be received
upon the conversion of the Class B Convertible Preferred Stock.
(g) Issue
Taxes. The converting Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any
issue or delivery of shares of Common Stock on conversion of shares of Class B Convertible Preferred Stock.
5. Voting.
The holders of Class B Convertible Preferred Stock shall have the right to cast one hundred million (100,000,000) votes for each
share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election
of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The
holders of Class B Convertible Preferred Stock shall vote together with all other classes and series of common stock of the Corporation
as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as
a separate class or series is required by law.
IN
WITNESS WHEREOF the undersigned has signed this Designation this 18th day of June 2014.
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Nyxio Technologies
Corporation |
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By: |
/s/ Giorgio Johnson |
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Name:
Giorgio Johnson
Title:
CEO |
Nyxio Technologies (CE) (USOTC:NYXO)
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