Current Report Filing (8-k)
May 21 2019 - 4:29PM
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):
May 16, 2019
Textmunication
Holdings Inc
.
(Exact name of registrant as specified in its charter)
Nevada
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000-21202
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58-1588291
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1940
Contra Costa Blvd.
Pleasant
Hill, CA
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94523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
925-777-2111
(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 (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act: None.
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. [ ]
SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.03 Material Modification of Rights of Security Holders
On
May 16, 2019, we filed a Certificate of Withdrawal with the State of Nevada to withdraw our Certificate of Designation for our
Series B Preferred Stock. There were no shares of preferred stock outstanding at the time of the filing and the action was approved
by our Board of Directors in accordance with Nevada law.
A
copy of the Certificate of Withdrawal of Certificate of Designation is attached hereto as Exhibit 3.1.
Also
on May 16, 2019, our Board of Directors created, out of our available shares of preferred stock, par value $0.0001 per share,
a series of preferred stock known as “Series D Convertible Preferred Stock” consisting of 40,000 shares. Under the
terms of the Series D Certificate of Designation, the shares shall not accrue nor pay dividends except that if dividends are declared
for other equity holders of our Company then the Series D Convertible Preferred Stock shall participate on the same basis. Except
with respect to any future series of preferred stock of senior rank to the Series D Convertible Preferred Stock in respect of
the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of our Company or
the Series D Convertible Preferred Stock and any future series of preferred stock of pari passu rank to the Series D Convertible
Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and
winding up of the Company, all shares of capital stock of our Company shall be junior in rank to the Series D Convertible Preferred
Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding
up of our Company. Each share of Series D Convertible Preferred Stock has a stated value of $10 and is convertible into shares
of Common Stock, equal to the stated value divided by the conversion price of our stock price on the day of conversion (subject
to adjustment in the event of stock splits and dividends). Failure to effect a conversion within proscribed time periods will
effect both liquidated damages and buy-in charges. We are prohibited from effecting the conversion of any share of the Series
D Convertible Preferred Stock to the extent that, as a result of such conversion, the holder or any affiliates would beneficially
own more than 9.99%, in the aggregate, of the issued and outstanding shares of our Company’s common stock calculated immediately
after giving effect to the issuance of shares of common stock upon the conversion of the Series D Convertible Preferred Stock.
Except as required by law and as set forth in the Series D Certificate of Designation, the Series D Convertible Preferred Stock
shall have no voting rights.
The
rights of the holders of Series D Convertible Preferred Stock are defined in the relevant Certificate of Designation filed with
the Nevada Secretary of State on May 16, 2019, attached hereto as Exhibit 3.2, and is incorporated by reference herein.
Also
on May 16, 2019, our Board of Directors and the majority of the holders of our Series C Convertible Preferred Stock approved an
amendment to the certificate of designation for our Series C Convertible Preferred Stock (the Amended Certificate of Designation”),
consisting of up 2,000,000 shares, par value $0.0001. Under the Amended Certificate of Designation, holders of our Series C Convertible
Preferred Stock are entitled to vote on all shareholder matters with a vote equal to 51% of the total vote of all classes of voting
stock of our company.
The
rights of the holders of Series C Convertible Preferred Stock are defined in the relevant Amended Certificate of Designation filed
with the Nevada Secretary of State on May 16, 2019, attached hereto as Exhibit 3.3, and is incorporated by reference herein.
SECTION
5 – Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws
The
disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and 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 hereunto duly authorized.
Texmunication
Holdings, Inc.
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/s/
Wais Asefi
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Wais
Asefi
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Chief
Executive Officer
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Date:
May 21, 2019
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