Current Report Filing (8-k)
February 25 2019 - 6:06AM
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)
February 22, 2019
GEX
MANAGEMENT, INC.
(Exact
name of registrant as specified in its charter)
Texas
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001-38288
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56-2428818
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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12001
N Central Expy, #825 Dallas, TX 75243
(Address
of principal executive offices, including zip code)
(877)
210-4396
(Registrant’s
telephone number, including area code)
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item
3.02 Unregistered Sales of Equity Securities
Effective
February 19, 2019, the Board of Directors of the Company approved the authorization of eight hundred thousand (800,000) shares
of Series A1 Voting Preferred Stock (the “Series A1 Preferred Stock”), having the rights and privileges set forth
under Item 5.0.3(the “ Series A1 Preferred Stock ”), approved the issuance to Srikumar Vanamali, the Corporation’s
Interim CEO and Executive Director, of four hundred thousand (400,000) shares of this Series A1 Preferred Stock and approved the
issuance to Shaheed Bailey, the Corporation’s Interim Chief Investment Officer and Director, of four hundred thousand (400,000)
shares of this Series A1 Preferred Stock.
The
issuance of these shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act as there was no general solicitation, and the transactions did not involve a public offering.
A
copy of the Certificate of Designation (the “COD”) that was filed with the Texas Secretary of State on February 21,
2019, is attached hereto as Exhibit 3.1 of this Report and is incorporated by reference herein.
Item
5.01 Changes in Control of the Registrant
As
a result of the issuance of the Series A1 Preferred Stock Shares to Mr. Srikumar Vanamali and Mr Shaheed Bailey, or their assigns,
(described above in Item 3.02), and the Super Majority Voting Rights (described below in Item 5.03), Mr. Srikumar Vanamali and
Mr. Shaheed Bailey obtained voting rights over the Company’s outstanding voting stock on February 19, 2019, which provide
them combined the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result,
Mr. Srikumar Vanamali and Mr. Shaheed Bailey will exercise majority control in determining the outcome of all corporate transactions
or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of our assets,
and also the power to prevent or cause a change in control. In the event Mr. Srikumar Vanamali and Mr. Shaheed Bailey are no longer
acting as Officers and Directors of the Board of Directors of the Corporation, the shares of Series A1 Preferred Stock shall automatically,
without any action on the part of any party, or the Corporation, be deemed cancelled in their entirety.
Item
5.03 Amendment to Articles of Incorporation or Bylaws: Change in Fiscal Year.
Effective
February 19, 2019, the Board of Directors approved the filing of the COD establishing the designations, preferences, limitations
and relative rights of the Company’s Series A1 Preferred Stock (the “Series A1 Preferred Stock”). The Board
of Directors authorized the issuance of up to 800,000 shares of Series A1 Preferred Stock, upon the company filing the COD with
the Texas Secretary of State. The COD was filed with the Texas Secretary of State on February 21, 2019. The terms of the COD of
the Series A1 Preferred Stock include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote
(“Super Majority Voting Rights”). The Series A1 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.
Rights
and Privileges of the Series A1 Preferred Stock
i.
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The
designation of this series, the authorized amount of which consists of eight hundred thousand (800,000) shares with a par
value of $0.001 per share shall be “Series A1 Preferred Voting Stock” or “Series A1 Preferred Stock;”
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ii.
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The
Series A1 Preferred Stock shall rank senior to the Corporation’s common stock, par value $0.001 (“the Common Stock”)
but junior to any class or series of the Corporation’s preferred stock hereafter created and/or issued;
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iii.
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Except
as otherwise provided herein or by law and in addition to any right to vote as a separate class as provided by law, the holder
of the Series A1 Preferred Stock shall have full voting rights and powers on all matters subject to a vote by the holders
of the Corporation’s Common Stock and shall be entitled to notice of any shareholders meeting in accordance with the
Bylaws of the Corporation, and shall be entitled to vote, with respect to any question upon which holders of Common Stock
having the right to vote, including, without limitation, the right to vote for the election of directors, voting together
with the holders of Common Stock as one class. For so long as Series A1 Preferred Stock is issued and outstanding, the holders
of Series A1 Preferred Stock shall vote together as a single class with the holders of the Corporation’s Common Stock
and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holders of Series
A1 Preferred Stock being entitled to fifty-one percent (51%) of the total votes on all such matters regardless of the actual
number of shares of Series A1 Preferred Stock then outstanding, and the holders of Common Stock and any other shares entitled
to vote being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting
power.
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iv.
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Unless
otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares
of the outstanding shares of Series A1 Preferred Stock shall not be entitled to receive dividends, and
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v.
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The
holders of Series A1 Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any
part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock
of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way
of dividend by virtue of the Series A1 Preferred Stock nor shall the shares of Series A1 Preferred Stock be convertible into
shares of the Corporation’s Common Stock.
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vi.
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The
holder or holders of the Series A1 Preferred Stock shall not be entitled to receive any distributions in the event of any
liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.
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Item
9.01 Financial Statements and Exhibits.
Exhibits
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 thereunto duly authorized.
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GEX
MANAGEMENT, INC.
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Dated:
February 22, 2019
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By:
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/s/
Srikumar Vanamali
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Srikumar
Vanamali
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Executive
Director and Interim CEO
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Gex Management (CE) (USOTC:GXXM)
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