HLYK HealthLynked Corporation (QB)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 24, 2020, in connection with the Contribution Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Voting Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada that became effective on August 20, 2020. Pursuant to the Certificate of Designation, the Company designated 2,750,000 shares of the Company’s previously undesignated preferred stock as Series B Convertible Preferred Voting Stock (“Series B Preferred Stock”).

Beginning on December 31, 2022, each share of Series B Preferred Stock is convertible into five shares of the Company’s Common Stock, subject to customary anti-dilution adjustments, including in the event of any stock split. The Series B Preferred Stock ranks senior to the Common Stock.

Upon a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets of the Company available for distribution to its stockholders will be distributed to holders of Series B Preferred Stock on an as converted basis and pro rata with the holders of Common Stock. Holders of Series B Preferred Stock are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis.

The holders of Series B Preferred Stock generally are entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote of holders of shares of Common Stock (voting together with the holders of shares of Common Stock as one class). The holder of the shares of Preferred B Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of Common Stock entitled to vote at any regular or special meeting of the shareholders) equal to 100 shares of Common Stock for each share of Preferred B Preferred Stock held (which shall never be deemed less than 51% of the vote required to approve any action), which Nevada law provides may or must be approved by vote or consent of the holders of Common Stock or the holders of other securities entitled to vote, if any.

The foregoing description of the terms pertaining to the Series B Preferred Stock is not complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.