Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Articles of Incorporation of the Company, as amended, authorize 5,000,000 shares of $0.001 par value preferred stock, which may be issued in one or more series, with designation, rights and privileges of such preferred stock to be set by the Board of Directors of the Company from time to time. On November 21, 2016, the Board of Directors of the Company approved a Certificate of Designation of Rights, Privileges and Preferences of Series A Preferred Stock and authorized the Company’s officers to file such with the Utah Division of Corporations and Commercial Code to create the Series A Preferred Stock.
The Series A Preferred Stock has a par value of $0.001 and consists of 10,000 shares. The holders of Series A Preferred Stock are entitled to vote with the Common Stock holders on all matters brought for approval of the Common Stock holders. In connection with any such matter, each outstanding share of Series A Preferred Stock is entitled to 20,000 votes of Common Stock of the Company.
In the event of a liquidation, dissolution or winding up of the Company, the Series A Preferred Stock shall rank in parity with the Company’s Common Stock. Holders of Series A Preferred Stock are entitled to receive dividends, when, as and if declared by the Board of Directors. The Series A Preferred Stock shall rank in parity with the Company’s Common Stock as to any dividends.
In the event that the Company (a) declares a dividend on its Common Stock payable in Common Stock, (b) subdivides its outstanding Common Stock (by forward split or otherwise) into a greater number of shares of Common Stock, (c) combines its outstanding Common Stock (by reverse split or otherwise) into a smaller number of shares of Common Stock, or (d) issues any shares of its capital stock in a reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), the number of shares of Series A Preferred Stock shall be adjusted on the same terms and conditions as the Common Stock.
At any time, and from time to time, a holder of Series A Preferred Stock has the right, but not the obligation to convert all or any portion of his, her, or its shares of Series A Preferred Stock into Common Stock on a one-share for one-share basis, based on the number of shares of Series A Preferred Stock converted, and not the number of votes represented by the number of shares of Series A Preferred Stock converted.
The description of the Certificate of Designation of Rights, Privileges and Preferences of Series A Preferred Stock and the rights, privileges and preferences of the Series A Preferred Stock holders, are summaries only and are qualified in their entirety by reference to the terms of the Certificate of Designation of Rights, Privileges and Preferences of Series A Preferred Stock, a copy of which is attached as Exhibit 3.01 to the Current Report on Form 8-K.
Item 9.01 – Financial Statements and Exhibits.
(d)
Exhibits