UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
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Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
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Lord Global Corporation
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We
Are Not Asking You for a Proxy and You are Requested Not To Send Us
a Proxy
INFORMATION
STATEMENT
LORD
GLOBAL CORPORATION
318 N
Carson St., Ste 208, Carson City, NV 89701
Tel:
(816) 304-2686
To
Our Stockholders:
This
Notice and the accompanying Information Statement has been filed
with the Securities and Exchange Commission (the SEC”) and is being
furnished, pursuant to Section 14C of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), to the holders of Common
Stock, par value $0.001 per share (the “Common Stock”) and to the
holder (the “Preferred Stockholder”) of Series B Super Voting
Preferred, par value $0.001 per share (the “Super Voting Preferred
Stock”) of Lord Global Corporation, a Nevada corporation (the
“Corporation”, “we,” “our” or “us”), as of July 8, 2020 (the
“Record Date”) in connection with corporate actions taken by the
Board of Directors of the Corporation (the “Board”) and the holder
of a majority of the issued and outstanding voting capital stock of
the Corporation, evidenced by the 1,000,000 outstanding shares of
Series B Super Voting Preferred Stock having the power to vote with
the holders of Common Stock (the “Majority Consenting
Stockholders”), which actions were approved by written consent on
July 8, 2020 (the “Joint Written Consent”), a copy of which is
attached as Exhibit A hereto, pursuant to Section 78.320 of the
Nevada Revised Statutes to:
(1) |
approve
the amendment of the Corporation’s articles of incorporation in
order to increase in the number of authorized shares of Preferred
Stock, par value $0.001 per share, from one hundred million
(100,000,000) shares of Preferred Stock to two hundred million
(200,000,000) shares of Preferred Stock (the “Authorized Preferred
Stock Share Increase”); and |
(2) |
approve
the amendment of the Corporation’s articles of incorporation in
order to affect a name change from Lord Global Corporation to 27
Health Holdings Corp. (the “Name Change”). |
The
Corporation has received a written consent in lieu of a meeting of
certain persons who are the holders of a majority of the Company’s
shares of voting capital stock, consisting of the sole holder of
the Series B Super Voting Preferred Stock (the “Super Voting
Preferred Stockholder”). The Super Voting Preferred Stockholder is
entitled to vote on all matters subject to a vote or written
consent of the holders of the Company’s Common Stock, and on all
such matters, the one (1) outstanding share of Super Voting
Preferred Stock a number of votes equal to 68% of the total number
of votes that all issued and outstanding shares of Common Stock and
all other securities of the Company are entitled to, as of any such
date of determination, voting together as a single class, on a
fully diluted basis, it being the intention that the Super Voting
Preferred Stockholder shall have effective voting control of the
Company, on a fully diluted basis.
We
have attached as Exhibit B hereto a form of the proposed Articles
of Amendment to the Articles of Incorporation to implement the
Authorized Preferred Stock Share Increase and the Name Change
(collectively, the “Corporate Actions”), which were ratified and
approved by the joint Written Consent pursuant to the provisions of
Section 78.320 of the Nevada Revised Statutes. The actions to be
taken pursuant to the Joint Written Consent, attached as Exhibit A
hereto, shall be taken at such future date as determined by the
board of directors of the Corporation (the “Board”), as evidenced
by the filing of the Articles of Amendment with the Secretary of
State of the State of Nevada, but in no event earlier than the 20th
day after the Definitive Information Statement is mailed or
furnished to the stockholders of record as of the Record
Date.
This
Information Statement contains a brief summary of the material
aspects of the Corporate Actions approved by the Board of the
Corporation and the holders of the Super Voting Preferred Stock,
which have voting rights to vote together with the holders of
Common Stock, and constitute a majority of the voting power of the
Corporation’s voting capital stock.
Authorized
Capital Stock
Our
Articles of Incorporation, as amended, provide to authorized
capital stock consisting of: (i) 900,000,000 shares of common
stock, par value $0.001 (“Common Stock”), of which 1,344,655 shares
are outstanding on the Record Date; and (ii) 100,000,000 shares of
preferred stock, par value $.001 per share (“Preferred Stock”), of
which approximately 97 million shares of Preferred Stock are issued
and outstanding on the Record Date.
In
January 2020, pursuant to the Certificate of Designation, the
Company authorized 1,000,000 shares of Series B Super Voting
Preferred Stock, which shall have non-dilutable voting rights
equivalent to 68% of all voting shares.
The
Super Voting Preferred Stock has the following rights and
privileges:
Voting
– The holders of the Preferred Stock shall have non-dilutable
majority voting rights of 68% over the entire capital
structure.
Liquidation
– In the event of any liquidation, dissolution, winding-up or sale
or merger of the Company, whether voluntarily or involuntarily,
each holder of Preferred Stock is entitled to receive, in
preference to the holders of common stock, a per-share amount equal
to the original issue price of $0.001 (as adjusted, as defined),
plus all declared but unpaid dividends.
The
Super Voting Preferred Stock was issued to the two principals of 27
Health, Inc., Joseph Frontiere, our CEO, and his wife, Alexandra
Aizenshtadt, as compensation for on-going negotiations for revenue
generating contracts, prior to the Share Exchange Agreement between
the Corporation and 27 Health, Inc, dated February 7, 2020, as a
result of which 27 Health, Inc. became a wholly owned subsidiary of
the Corporation. As of the date of this information statement, no
additional Series B Super Voting Preferred Stock shares are
available for issuance.
This
Information Statement is being sent to you, as a shareholder of
record on July 8, 2020, for information purposes only and you are
not required to take any action.
By
Order of the Board of Directors: |
|
|
|
/s/
Joseph Frontiere |
|
Name:
Joseph Frontiere |
|
Title:
Chief Executive Officer and Director |
|
|
|
/s/
Alexandra Aizenshtadt |
|
Name:
Alexandra Aizenshtadt |
|
Title:
Chairman |
|
July
20, 2020 |
|
We
Are Not Asking You for a Proxy and You are Requested Not To Send Us
a Proxy
ACTIONS
TAKEN BY THE BOARD OF DIRECTORS AND MAJORITY CONSENTING
STOCKHOLDERS
ACTION I
APPROVE
THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO AFFECT AN
INCREASE IN THE AUTHORIZED PREFERRED STOCK CAPITAL
On
July 8, 2020, the Board of Directors and Majority Consenting
Stockholders, by their Joint Written Consent, approved the
Authorized Preferred Stock Share Increase pursuant to which the
number of shares of authorized Preferred Stock, par value $0.001,
will be increased from 100,000,000 shares to 200,000,000
shares.
The
Board of Directors believes that the increase in the number of
authorized shares of Preferred Stock is in the best interests of
the Company and its stockholders. The purpose of increasing the
number of authorized shares of Preferred Stock is to have shares
available for issuance for such corporate purposes as the Board of
Directors may determine in its discretion, including, without
limitation:
● |
conversion
of convertible securities; |
● |
retiring
convertible debt; |
● |
investment
opportunities; |
● |
future
financings and other corporate purposes; and |
● |
future
acquisitions. |
In
order to facilitate our ability to raise additional capital in
furtherance of our business plan, we may be expected to issue
additional shares of Common Stock and Preferred Stock at the
discretion of the Board of Directors. We have no present plans to
issue additional shares of authorized Preferred Stock nor have we
entered into any agreements or understandings that may require the
issuance of any Preferred Stock. However, our Board of Directors
and Majority Consenting Stockholders have determined that it is in
the best interests of the Company and all our stockholders to have
available authorized but unissued shares of Preferred
Stock.
Effects
of Authorization of Preferred Stock
As a
result of the Authorized Preferred Stock Share Increase, we will be
able to issue Preferred Stock from time to time, in one or more
classes or series, having such designations, preferences,
privileges and rights as the Board of Directors may determine. Our
Board may determine to authorize as may be required for proper
business purposes, including, among others, raising additional
capital for ongoing operations, establishing strategic
relationships with corporate partners and acquiring or investing in
complementary businesses or products.
Although
authorization of Preferred Stock is not intended to have any
anti-takeover effect and is not part of any series of anti-takeover
measures contained in any instruments or the Articles of
Incorporation, as amended, or the Bylaws of the Company in effect
on the date of this Information Statement, the Company’s
stockholders should note that the availability of authorized and
unissued shares Preferred Stock could make any attempt to gain
control of the Company or the Board more difficult or time
consuming and that the availability of additional authorized and
unissued Authorized Capital might make it more difficult to remove
management. Although the Board currently has no intention of doing
so, shares of additional Preferred could be issued by the Board to
dilute the percentage of voting rights owned by a significant
stockholder and increase the cost of, or the number of, voting
shares necessary to acquire control of the Board. Further, while
the Board of Directors has no plan to issue any new shares of
Preferred Stock, it does believe that having available shares of
Preferred Stock for issuance in the future in connection with any
proper business purpose will result in a better capital structure
to grow our business.
ACTION II
AMENDMENT
TO THE ARTICLES OF INCORPORATION TO EFFECT THE CHANGE IN THE NAME
OF THE CORPORATION TO 27 HEALTH HOLDINGS CORP.
On
July 8, 2019, the Board and the Majority Consenting Stockholders
executed the Joint Consent, approving the filing with the State of
Nevada of the Articles of Amendment to affect the name change of
the Corporation from Lord Global Corporation to 27 Health Holdings
Corp.
Reasons
for the Name Change
The
Corporation’s Board of Directors ratified, approved and recommended
that the Corporation’s Majority Consenting Stockholder consent to
the Name Change to more accurately reflect the Corporation’s new
business plan. The Corporation, through its wholly owned
subsidiary, 27 Health, Inc., is implementing its new business plan
to establish itself as a reliable and dependable source for
providing access to affordable, focused healthcare products and
knowledge, as well as providing financial products catered to the
growing target market of independent contractors, GIG economy
workers, entrepreneurs and freelancers. We are focusing our efforts
on revenue generating projects that we believe will benefit the
market for our services, as well as our shareholders.
As a
result of the foregoing, and to better reflect the Corporation’s
shift from its previous operations the Board approved and
recommended that the Corporation’s Majority Consenting Stockholders
consent to approve the filing of Articles of Amendment to reflect
the Name Change to 27 Health Holdings Corp. The Corporate Action
implementing the Name Change is subject to filing with and approval
by FINRA. At present, we do not intend to make application to FINRA
to change our trading symbol from LRDG for the shares of the
Corporation’s Common Stock on the OTC Market.
Effective
Date
The
Corporation will need to file the Articles of Amendment to
implement the Corporation Actions to affect : (i) the Authorized
Preferred Stock Share Increase; and (ii) the Name Change, by filing
with the Secretary of State of the State of Nevada the amended
articles of incorporation in order for the Name Change to become
effective. Under federal securities rules and regulations, we may
not file the Articles of Amendment until at least 20 days after the
mailing of the Definitive Information Statement to our
Stockholders.
The
effectuation of the Authorized Preferred Stock Share Increase and
the Name Change is subject to filing the Articles of Amendment
following such 20-day period. In addition, while the Authorized
Preferred Stock Share increase does not require FINRA approval, the
Name Change is subject to and required the he receipt of approval
from FINRA.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
following table lists the number of shares of Common Stock and
Super Voting Preferred Stock (“Voting Capital Stock”) of our
Company as of the Record Date that are beneficially owned by (i)
each person or entity known to our Company to be the beneficial
owner of more than 5% of the outstanding Common Stock and; (ii)
each officer and director of our Company; and (iii) all officers
and directors as a group. Information relating to beneficial
ownership of Voting Capital Stock by our principal stockholders and
management is based upon information furnished by each person using
“beneficial ownership” concepts under the rules of the Securities
and Exchange Commission. Under these rules, a person is deemed to
be a beneficial owner of a security if that person has or shares
voting power, which includes the power to vote or direct the voting
of the security, or investment power, which includes the power to
vote or direct the voting of the security. The person is also
deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within sixty
(60) days. Under the rules of the SEC, more than one person may be
deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to
which he/she may not have any pecuniary beneficial interest. Except
as noted below, each person has sole voting and investment
power.
The
business address of each beneficial owner listed is in care of Lord
Global Corporation, 318 N Carson St., Ste 208, Carson City, NV
89701, unless otherwise noted. Except as otherwise indicated, the
persons listed below have sole voting and investment power with
respect to all shares of our Common Stock owned by them, except to
the extent that power may be shared with a spouse.
As of
July 8, 2020, we had 1,344,655 of Common Stock and 1,000,000 shares
of Super Voting Preferred Stock outstanding.
Name of Beneficial Owner
(1) |
|
Common
Stock
Beneficially
Owned (2) |
|
|
Percentage of
Common Stock
owned |
|
|
Shares of
Series B
Preferred
Stock
Held (3) |
|
|
Percentage of
Series B
Preferred
Stock Held |
|
|
Number and Percentage of
Total Voting
Shares (4) |
|
Joseph Frontiere, CEO, CFO and Director
(1) |
|
|
0 |
|
|
|
0.00 |
% |
|
|
500,001 |
|
|
|
51 |
% |
|
|
966,326 or 42.77 |
% |
Alexandra
Aizenshdadt, Chairman (1) |
|
|
0 |
|
|
|
0.00 |
% |
|
|
499,999 |
|
|
|
49 |
% |
|
|
948,039 or 41.97 |
% |
JA
Ventures Incorporated (1) |
|
|
1,000,000 |
|
|
|
74.37 |
% |
|
|
0 |
|
|
|
0 |
% |
|
|
0 |
% |
Directors
and Officers (2 people) |
|
|
1,000,000 |
|
|
|
74.37 |
% |
|
|
1,000,000 |
|
|
|
100 |
% |
|
|
84.74 |
% |
(1)
The 1,000,000 shares of Common Stock beneficially owned by Joseph
Frontiere and his wife, Alexandra Aizenshdadt, are held in the name
of JA Ventures Incorporated, which entity is 50% owned by
each.
(2)
Applicable percentage ownership is based on 1,344,655 shares of
Common Stock outstanding as of July 8, 2020. Beneficial ownership
is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are
currently exercisable or exercisable within 60 days of July 8, 2020
are deemed to be beneficially owned by the person holding such
securities for the purpose of computing the percentage of ownership
of such person, but are not treated as outstanding for the purpose
of computing the percentage ownership of any other
person.
(3)
The 1,000,0000 shares of Super Voting Preferred Stock held by
Joseph Frontiere, our CEO, and his wife, Alexandra Aizenshtadt have
the right to vote in the aggregate, on all shareholder matters
votes equal to 68% of the total shareholder vote on any and all
shareholder matters. The Super Voting Preferred Stock will be
entitled to this 68% voting right, representing at present 914,365
votes, based on the 1,344,655 shares of Common Stock outstanding,
no matter how many shares of Common Stock or other voting stock of
the Company’s stock are issued and outstanding in the future. In
addition, Joseph Frontiere and his wife, Alexandra Aizenshdadt,
through JA Ventures Incorporated, own 1,000,000 shares of Common
Stock and, as a result, have total voting capital stock, including
the Super Voting Preferred Stock, of 1,914,365 shares, representing
84.74% of the total voting capital stock of the Company.
(3)
Applicable percentage of total voting capital stock is based on
2,259,020 votes consisting of 1,344,655 shares of Common Stock
outstanding and 914,365 votes related to the Super Voting Preferred
Stock as of July 8, 2020.
ADDITIONAL
INFORMATION
The
Corporation is subject to the filing requirements of the Exchange
Act, and in accordance therewith files reports, proxy/information
statements and other information including annual and quarterly
reports on Form 10-K and 10-Q (the “Exchange Act Filings”) with the
SEC. Reports and other information filed by the Corporation can be
inspected and copied at the public reference facilities maintained
at the Commission at 100 F Street, NE Washington, D.C, 20549.
Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 100 F
Street, NE Washington, D.C 20549, at prescribed rates. The
Commission maintains a web site on the Internet
(http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data
Gathering, Analysis and Retrieval System (“EDGAR”).
We
will provide without charge an information statement upon written
or oral request of such person by first class mail or other equally
prompt means within one business day of receipt of such request, a
copy of any and all of the information that has been incorporated
by reference in this proxy statement (not including exhibits to the
information that is incorporated by reference unless such exhibits
are specifically incorporated by reference into the information
that the proxy statement incorporates). Such requests should be
directed to the address and phone number indicated below. This
includes information contained in documents filed subsequent to the
date on which definitive copies of the proxy statement are sent or
given to security holders, up to the date of responding to the
request.
By
order of the Board of Directors:
LORD
GLOBAL CORPORATION
318 N
Carson St., Suite 208
Carson
City, NV 89701
Tel:
(816) 304-2686
July
20, 2020 |
By: |
/s/
Joseph Frontiere |
|
Name: |
Joseph
Frontiere |
|
Title: |
Chief Executive
Officer |
Exhibit
A
JOINT
WRITTEN CONSENT
OF
THE
BOARD
OF DIRECTORS
AND
MAJORITY
CONSENTING STOCKHOLDERS
OF
LORD
GLOBAL CORPORATION
The
undersigned, being all of the members of the Board of Directors of
Lord Global Corporation, a Nevada corporation (the “Corporation”),
acting together with the written consent of the holders (the
“Majority Consenting Stockholders”) of a majority of the
outstanding voting shares of the Corporation’s common stock, par
value $0.001 (the “Common Stock”) and Series B Preferred Stock, par
value $0.001, acting pursuant to the authority granted by NRS
78.32(2) of the Nevada Revised Statutes (“NRS”), do hereby adopt
the following resolutions as of this 8th day of July 2020 (the
“Joint Written Consent”).
WHEREAS,
the Board of Directors of the Corporation has authorized and
approved the filing of Articles of Amendment to the Corporation’s
Articles of Incorporation with the State of Nevada for the purpose
of increasing its authorized capital stock from 1,000,000,000
shares of capital stock, par value $0.001, consisting of: (i)
900,000,000 shares of common stock, par value $0.001; and (ii)
100,000,000 shares of preferred stock, par value $0.001, to
1,100,000,000 shares of capital stock, par value $0.001, consisting
of: (iii) 900,000,000 shares of common stock, par value $0.001; and
(iv) 200,000,000 shares of preferred stock, par value $0.001;
and
WHEREAS,
the Board of Directors of the Corporation has authorized and
approved the filing of Articles of Amendment to the Corporation’s
Articles of Incorporation with the State of Nevada for the purpose
of approving the name change from Lord Global Corporation to 27
Health Holdings Corp. (the “Name Change”); and
WHEREAS,
the Corporation has received the written consent of the Majority
Consenting Stockholders, a copy of which is attached to this Joint
Consent of the Corporation’s Board of Directors and Majority
Consenting Stockholders.
NOW,
THEREFORE, BE IT RESOLVED as follows:
RESOLVED,
that the Corporation file: (i) an Information Statement on Schedule
14C with the SEC with respect to the increase in authorized capital
stock and change the par value of its capital stock (the
“Amendment”); (ii) an application with FINRA with respect to the
Amendment; and (iii) a Articles of Amendment to its Articles of
Incorporation with the State of Nevada for the purpose of
increasing its authorized capital stock from 1,000,000,000 shares
of capital stock, par value $0.001, consisting of: (i) 900,000,000
shares of common stock, par value $0.001; and (ii) 100,000,000
shares of preferred stock, par value $0.001, to 1,100,000,000
shares of capital stock, par value $0.001, consisting of: (iii)
900,000,000 shares of common stock, par value $0.001; and (iv)
200,000,000 shares of preferred stock, par value $0.001; and (iv) a
Article of Amendment to the Corporation’s Articles of Incorporation
with the State of Nevada for the purpose of approving the name
change from Lord Global Corporation to 27 Health Holdings Corp.
(the “Name Change”); and
FURTHER
RESOLVED, that this Joint Written Consent of the Board of Directors
and Majority Consenting Stockholders shall be added to the
corporate records of this Corporation and made a part thereof, and
the resolutions set forth above shall have the same force and
effect as if adopted at a meeting duly noticed and held by the
Board of Directors and the Majority Consenting Stockholders of this
Corporation; and
FURTHER
RESOLVED, that this Joint Written Consent may be executed in
counterparts and with facsimile signatures with the effect as if
all parties hereto had executed the same document, all counterparts
of which shall be construed together and shall constitute a single
Joint Written Consent; and
The
number of shares of Corporation’s voting capital stock issued and
outstanding as of the Record Date are: 1,344,655 shares of Common
Stock and 1,000,000 shares of Super Voting Preferred Stock having
votes equal to 68% of the total shareholder vote on any and all
shareholder matters or 914,365 votes. The number of shares of the
Corporation’s voting capital stock, including shares of Common
Stock and Super Series Preferred Stock owned of record and
beneficially by the Majority Consenting Stockholders and consenting
to the adoption of these resolutions, total 1,914,365 shares of
voting capital stock representing 84.47% of the total voting
capital stock, have consented to the adoption of the above
resolutions.
FURTHER
RESOLVED, that any action or actions heretofore taken by any
officer of the Corporation for and on behalf of the Corporation in
connection with the foregoing resolutions are hereby ratified and
approved as duly authorized actions of the Corporation. This Joint
Written Consent shall be added to the corporate records of the
Corporation and made a part thereof, and the resolutions set forth
above shall have the same force and effect as if adopted at a
meeting duly noticed and held by the Corporation. This Joint
Written Consent may be executed in counterparts and with facsimile
signatures with the effect as if all parties hereto had executed
the same document. All counterparts shall be construed together and
shall constitute a single Joint Written Consent.
Lord
Global Corporation |
|
|
|
By its Board
of Directors: |
|
|
|
|
/s/
Joseph Frontiere |
|
Name: |
Joseph
Frontiere, Director |
|
|
|
|
/s/
Alexandra Aizenshtadt |
|
Name: |
Alexandra
Aizenshtadt, Chairman |
|
Name of Majority Consenting Stockholders |
|
Number of Voting Shares |
|
Joseph Frontiere |
|
966,326 or 42.77 |
% |
Alexandra Aizenshtadt |
|
948,039 or 41.97 |
% |
Total |
|
1,914,365 votes |
|
Percent |
|
|
84.47 |
% |
Dated:
July 8, 2020
Exhibit
B
ARTICLES
OF AMENDED TO THE ARTICLES OF INCORPORATION
OF
27
HEALTH HOLDINGS CORP.
a
Nevada corporation
ARTICLE I
The
name of the corporation is 27 Health Holdings Corp. (the
“Corporation”).
ARTICLE IV
The
Corporation’s Capital Stock shall consist of 1,100,000,000 shares
of capital stock and such shall be allocated as follows:
The
Corporation shall have 900,000,000 shares of common stock, par
value $0.001 authorized. The Corporation shall have 200,000,000
shares of preferred stock, par value $0.001 authorized.
A.
Rights, Preferences, Privileges and Restrictions of Preferred
Stock. The Preferred Stock authorized by these Articles of
Incorporation may be issued from time to time in one or more
series. The Corporation’s Board of Directors (the “Board of
Directors”) hereby is authorized to fix or alter the rights,
preferences, privileges and restrictions granted to or imposed on
each series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof, or any of
them. Subject to compliance with applicable protective voting
rights that have been or may be granted to the Preferred Stock or
any series thereof in the separate Certificates of Designations
applicable to each series of Preferred Stock or in these Articles
of Incorporation (“Protective Provisions”), but
notwithstanding any of the other rights of the Preferred Stock or
any series thereof, the rights, preferences, privileges and
restrictions of any series of Preferred Stock may be subordinated
to, pari passu with (including, without limitation,
inclusion in provisions with respect to liquidation and acquisition
preferences, redemption and/or approval of matters by vote or
written consent) or senior to any of those of any present or future
class or series of Preferred Stock or Common Stock. Subject to
compliance with applicable Protective Provisions (if any), the
Board of Directors also is authorized to increase or decrease the
number of shares of any series of Preferred Stock, before or after
the issuance of such series, but not below the number of shares of
such series then outstanding. In case the number of shares of any
series is so decreased, the shares constituting such decrease shall
resume the status that they had before the adoption of the
resolution originally fixing the number of shares of such
series.
B.
Common Stock.
1.
Dividend Rights. Subject to the prior rights of holders of
all classes of stock at the time outstanding having prior rights as
to dividends, the holders of Common Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of
any assets of the Corporation legally available therefor, such
dividends as may be declared from time to time by the Board of
Directors.
2.
Liquidation Rights. Subject to the rights of, and upon the
completion of any distribution that may be required with respect
to, any series of Preferred Stock that from time to time may come
into existence, upon the liquidation, dissolution or winding up of
the Corporation, the assets of the Corporation shall be distributed
among the holders of Common Stock pro rata based on the
number of shares of Common Stock held by each.
3.
Redemption. The Common Stock is not redeemable.
4.
Voting Rights. The holder of each share of Common Stock
shall have the right to one (1) vote for each such share, shall be
entitled to notice of any stockholders’ meeting in accordance with
the Bylaws of the Corporation and shall be entitled to vote upon
such matters and in such manner as may be provided by
law.
27 Health Holdings Corp.
By: |
Joseph
Frontiere, Chief Executive Officer |
|
|
/s/
Joseph Frontiere |
|
Date:
July __, 2020
Lord Global (CE) (USOTC:LRDG)
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