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):
June 26, 2015
AGRITEK HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
000-15673 |
20-8484256 |
(State of Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
319 Clematis Street, Suite 1008, West Palm Beach, FL, 33401. |
(Address of principal executive offices including zip code) |
(Registrant’s telephone number, including
area code): (561) 249-6511
N/A
(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:
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))
Item 3.02. Unregistered
Sales of Equity Securities.
Effective June 26, 2015,
Agritek Holdings, Inc. (the “Company”) issued 1,000 shares of Class B Preferred Stock to Mr. B. Michael Friedman in
settlement of $40,000 of accrued and unpaid fees Mr. Friedman previously earned for services provided to the Company.
The
Company claims an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)
since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale,
the Company took appropriate measures to restrict transfer, and the recipient 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.
Item 5.01. Changes in Control
of Registrant.
As a result of the issuance
of the shares of Class B Preferred Stock to Mr. Friedman (described in Item 3.02 of this Current Report on Form 8-K), as of June
26, 2015, Mr. Friedman has the right to vote 51% of the total voting shares able to vote on any and all shareholder matters. As
a result, Mr. Freidman will exercise majority control in determining the outcome of all corporate transactions or other matters,
including the election of directors. The interests of Mr. Friedman may differ from the interests of the other shareholders.
The information contained
in Item 3.02 hereof is incorporated herein by reference.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 26, 2015,
the Company filed with the Delaware Secretary of State the Amended and Restated Designation Preferences and Rights of Class B Preferred
Stock (the “Certificate of Designation”). Pursuant to the Certificate of Designation, 1,000 shares constitute the Series
B preferred stock. The Series B preferred stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation,
winding up and dissolution, rank senior to the Company’s issued and outstanding common stock and Series A preferred stock.
The
Series B preferred
stock has the right to vote in aggregate, on all shareholder matters equal
to 51% of the total vote, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding
in the future. The Series B preferred stock has a right to vote on all matters presented or
submitted to the Company’s stockholders for approval in pari passu with the common stockholders, and not as a separate class.
The holders of Series B preferred stock have the right to cast votes for each share of Series B preferred stock held of record
on all matters submitted to a vote of common stockholders, including the election of directors. There is no right to cumulative
voting in the election of directors. The holders of Series B preferred stock vote together with all other classes and series of
common stock of the Company as a single class on all actions to be taken by the common stockholders except to the extent that voting
as a separate class or series is required by law.
The above description of the Certificate of
Designation is a summary only and is qualified in its entirety by reference to the Certificate of Designation, a copy of which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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3.1 |
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Amended and Restated Designation Preferences and Rights of Class B Preferred Stock. |
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.
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AGRITEK HOLDINGS, INC. |
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Date: July 1, 2015 |
By: |
/s/ Justin Braune |
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Justin Braune
Chief Executive Officer and President
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AMENDED
AND RESTATED
DESIGNATION
PREFERENCES
AND RIGHTS
OF
CLASS
B PREFERRED STOCK
OF
AGRITEK
HOLDNGS, INC.
(Pursuant to Section
151 of the Delaware General Corporation Law)
Agritek
Holdings, Inc. hereby certifies that the Board of Directors of the Corporation, acting pursuant to 8 Del. C. §151, the Delaware
General Corporation Law, and in accordance with the provisions of its Certificate of Incorporation, as amended through the date
hereof, if amended, has and hereby designates the par value, voting powers, designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or restrictions of a class of the Corporation's authorized preferred
stock as follows:
The
specific powers, preferences, rights and limitations of the Series B Preferred Stock are as follows:
1. Designation;
Rank. This series of Preferred Stock shall be designated and known as “Series B Preferred Stock.” The number of
shares constituting the Series B Convertible Redeemable Preferred Stock shall be one thousand (1,000) shares. The Series B Preferred
Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank
senior to the common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding of the Company and
the Series A Preferred Stock (“Series A Preferred Stock”) issued and outstanding.
2. 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 Series B Preferred Stock shall rank senior in any distribution out of the assets of the Corporation
to the holders of the Common Stock and series A Preferred 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.
3. Voting.
The one thousand shares of the
Class B Preferred
Stock the right to vote in aggregate, on all shareholder matters equal to 51% of the
total vote. The Class B Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or
other voting stock of the Company are issued or outstanding in the future (the “Super Majority Voting Rights”). The
Class B Convertible Preferred Stock shall have a right to vote on all matters presented or submitted to the Corporation’s
stockholders for approval in pari passu with holders of the Corporation’s common stock, and not as a separate class. The
holders of Series B Preferred Stock shall have the right to cast votes for each share of Series B Preferred Stock 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 Series
B 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, this Certificate of Designations is executed on behalf of the Corporation this June 26, 2015.
AGRITEK HOLDINGS,
INC.
By: ___________________
Justin Braune
Chief Executive
Officer
Agritek (CE) (USOTC:AGTK)
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