Current Report Filing (8-k)
July 10 2020 - 6:02AM
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
July
7, 2020
Date
of Report
(Date
of earliest event reported)
OZOP
SURGICAL CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55976
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35-2540672
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(State
or other jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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31
Sandfort Ln., Warwick NY 10990
(Address
of principal executive offices, including zip code)
(845)
544-5112
(Registrant’s
telephone number, including area code)
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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Item
3.03 Material Modifications to Rights of Securities Holders.
The
disclosures set forth in Item 5.03 of this Current Report on Form 8-K in relation thereto is hereby incorporated by reference
into this Item 3.03.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 7, 2020, Ozop Surgical Corp. (the “Company”) filed with the Secretary of State of the State of Nevada an Amendment
to Certificate of Designation of Series C Preferred Stock, a Certificate of Designation of Series D Preferred Stock, and a Certificate
of Designation of Series E Preferred Stock (collectively, the “Certificates of Designation”).
Under
the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s preferred
stock will be designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no dividend rights. For so
long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class,
shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote.
Under
the terms of the Certificate of Designation of Series D Preferred Stock, 20,000 shares of the Company’s preferred stock
will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not
be entitled to receive dividends. The holders as a group may, at any time convert all of the shares of Series D Convertible Preferred
Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and
outstanding shares of common stock of the Company on the date of conversion, by 3.00. Except as provided in the Certificate of
Designation or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on
any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible
Preferred Stock shall not bear any liquidation rights.
Under
the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock will
be designated as Series E Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive
dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of
the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any
time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock
(“Optional Redemption”) at $1000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not
been registered under the Securities Act of 1933 or the laws of any state of the United States and may not be transferred without
such registration or an exemption from registration.
The
foregoing information is a summary of the Certificates of Designation described above, is not complete, and is qualified in its
entirety by reference to the full text of the Certificates of Designation, which are attached as Exhibits 3.1, 3.2, and 3.3 to
this Current Report on Form 8-K. Readers should review the Certificates of Designation for a complete understanding of the terms
and conditions of the transaction described above.
Item
7.01 Regulation FD Disclosure.
On
July 9, 2020, the Company issued a press release regarding the appointment of William Yargeau to the position of vice-president
of business development of Power Conversion Technologies, Inc., a wholly owned subsidiary of the Company. A copy of the press
release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference
solely for purposes of this Item 7.01 disclosure.
Exhibit
99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to
future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these
forward-looking statements
The
information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
July 9, 2020
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OZOP
SURGICAL CORP.
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By:
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/s/
Brian Conway
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Name:
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Brian
Conway
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Title:
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Chief
Executive Officer
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Ozop Energy Solutions (PK) (USOTC:OZSC)
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