Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
On April 8, 2021 Kyto Technology and Life Science, Inc. (the “Registrant”) filed the following documents with the Delaware Secretary of State: (i) a Certificate of Designation of Class A1 Convertible Preferred Stock that had the effect of designating 4,200,000 shares of preferred stock as Class A1 Preferred Stock (the “Class A1 Preferred Stock Certificate of Designation”); (ii) a Certificate of Designation of Class A2 Convertible Preferred Stock that had the effect of designating 4,200,000 shares of preferred stock as Class A2 Preferred Stock (the “Class A2 Preferred Stock Certificate of Designation”); (iii) a Certificate of Designation of Class B1 Convertible Preferred Stock that had the effect of designating 3,200,000 shares of preferred stock as Class B1 Preferred Stock (the “Class B1 Preferred Stock Certificate of Designation”); and (iv) a Certificate of Designation of Class B2 Convertible Preferred Stock that had the effect of designating 3,200,000 shares of preferred stock as Class B2 Preferred Stock (the “Class B2 Preferred Stock Certificate of Designation”) (collectively, the “Certificates of Designation”).
Each share of Class A1 Preferred Stock ranks senior to all Junior Stock (as such term is defined in the Class A1 Preferred Stock Certificate of Designation). Each share of Class A1 Preferred Stock shall be convertible: (i) at the election of each holder, into the number of shares of the Registrant’s Common Stock obtained by dividing $0.80 by the Conversion Price (as such term is defined in the Class A1 Preferred Stock Certificate of Designation); or (ii) upon the occurrence of (A) a vote of a two-thirds of the voting power of the then outstanding Class A1 Preferred Stock or (B) the Registrant’s listing on the NYSE or NASDAQ. In the event of a Liquidating Event (as such term is defined in the Class A1 Preferred Stock Certificate of Designation), holders of shares of Class A1 Preferred Stock then outstanding will be entitled to receive in preference to the holders of the Registrant’s common stock a per share amount equal to two times the Class A1 Original Issue Price (as such term is defined in the Class A1 Preferred Stock Certificate of Designation). Each share of Class A1 Preferred Stock shall be non-voting.
Each share of Class A2 Preferred Stock ranks senior to all Junior Stock (as such term is defined in the Class A2 Preferred Stock Certificate of Designation). Each share of Class A2 Preferred Stock shall be convertible: (i) at the election of each holder, into the number of shares of the Registrant’s Common Stock obtained by dividing $0.80 by the Conversion Price (as such term is defined in the Class A2 Preferred Stock Certificate of Designation); or (ii) upon the occurrence of (A) a vote of a two-thirds of the voting power of the then outstanding Class A2 Preferred Stock or (B) the Registrant’s listing on the NYSE or NASDAQ. In the event of a Liquidating Event (as such term is defined in the Class A2 Preferred Stock Certificate of Designation), holders of shares of Class A2 Preferred Stock then outstanding will be entitled to receive in preference to the holders of the Registrant’s common stock a per share amount equal to two times Class A2 Original Issue Price (as such term is defined in the Class A2 Preferred Stock Certificate of Designation). Each share of Class A2 Preferred Stock shall be non-voting.
Each share of Class B1 Preferred Stock ranks senior to all Junior Stock (as such term is defined in the Class B1 Preferred Stock Certificate of Designation). Each share of Class B1 Preferred Stock shall be convertible: (i) at the election of each holder, into the number of shares of the Registrant’s Common Stock obtained by dividing $0.80 by the Conversion Price (as such term is defined in the Class B1 Preferred Stock Certificate of Designation); or (ii) upon the occurrence of (A) a vote of a majority of the voting power of the outstanding Class B1 Preferred Stock, (B) the Registrant’s listing on the NYSE or NASDAQ, or (C) the closing of one or more of a series of financings resulting in aggregate proceeds to the Registrant of $10,000,000. Cumulative dividends at a rate per annum of 10% shall accrue on all shares of Class B1 Preferred Stock. In the event of a Liquidating Event (as such term is defined in the Class B1 Preferred Stock Certificate of Designation), holders of shares of Class B1 Preferred Stock then outstanding will be entitled to receive in preference to the holders of Junior Stock an amount per share equal to the greater of: (i) one times the Class B1 Original Issue Price (as such term is defined in the Class B1 Preferred Stock Certificate of Designation) plus any accrued but unpaid dividend; or (ii) such amount per share as would have been payable had all shares of Class B1 Preferred Stock been converted into the Registrant’s common stock. Each share of Class B1 Preferred Stock shall vote on an as-converted basis with the Registrant’s common stock.
Each share of Class B2 Preferred Stock ranks senior to all Junior Stock (as such term is defined in the Class B2 Preferred Stock Certificate of Designation). Each share of Class B2 Preferred Stock shall be convertible: (i) at the election of each holder, into the number of shares of the Registrant’s Common Stock obtained by dividing $0.80 by the Conversion Price (as such term is defined in the Class B2 Preferred Stock Certificate of Designation); or (ii) upon the occurrence of (A) a vote of a majority of the voting power of the outstanding Class B2 Preferred Stock, (B) the Registrant’s listing on the NYSE or NASDAQ, or (C) the closing of one or more of a series of financings resulting in aggregate proceeds to the Registrant of $10,000,000; provided that in the case of (B), the Conversion Rate shall be calculated by dividing 110% of the initial Conversion Price by the IPO Price as defined in the Class B2 Preferred Stock Certificate of Designation. Cumulative dividends at a rate per annum of 10% shall accrue on all shares of Class B2 Preferred Stock. In the event of a Liquidating Event (as such term is defined in the Class B2 Preferred Stock Certificate of Designation), holders of shares of Class B2 Preferred Stock then outstanding will be entitled to receive in preference to the holders of Junior Stock an amount per share equal to the greater of: (i) one times the Class B2 Original Issue Price (as such term is defined in the Class B2 Preferred Stock Certificate of Designation) plus any accrued but unpaid dividend; or (ii) such amount per share as would have been payable had all shares of Class B2 Preferred Stock been converted into the Registrant’s common stock. Each share of Class B2 Preferred Stock shall vote on an as-converted basis with the Registrant’s common stock.
The foregoing description of the Certificates of Designation is qualified in its entirety by reference to the Certificate of Designations, which are filed hereto and incorporated herein by reference as Exhibit 3.1, 3.2, 3.3, and 3.4.