Current Report Filing (8-k)
October 04 2017 - 4:13PM
Edgar (US Regulatory)
U.S.
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): September 28, 2017
Arkados
Group, Inc.
(Exact
name of Company as specified in its charter)
Delaware
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000-27587
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22-3586087
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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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211
Warren Street, Suite 320
Newark, NJ 07103
(Address of principal executive offices)
(862)
393-1988
(Registrant’s Telephone Number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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
3.02. Unregistered Sales of Equity Securities.
Reference
is made to the disclosures set forth under Item 5.03 of this Current Report on Form 8-K, which disclosures are incorporated herein
by reference.
The
issuance by Arkados Group, Inc. (the “Company”) of 4,000,000 shares of the Series A Stock described below to Solbright
Renewable Energy, LLC (“Solbright”) were issued pursuant to the terms of the Convertible Promissory Note dated May
1, 2017 (the “Note”). The Note, and the securities upon which the Note was convertible, was issued in connection with
the Asset Purchase Agreement dated May 1, 2017 with Solbright (as described in the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on May 5, 2017) and was exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) of the Securities Act and Regulation D promulgated
under the Securities Act (“Regulation D”). Prior to the issuance of said Note, SolBright made certain representations
to the Company as required by Regulation D. The Company has not and will not engage in general solicitation or advertising with
regard to the issuance of the Series A Stock and has not and will not offer securities to the public in connection with the issuance
of said shares.
Section
5-Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
On
September 28, 2017, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences,
Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) designating 5,000,000
shares of the Company’s authorized preferred stock as Series A Convertible Preferred Stock, par value $0.0001 per share
(“Series A Stock”). Effective thereon, the Company issued to Solbright 4,000,000 shares of Series A Stock in consideration
for the cancellation of the full amount of indebtedness represented by the Note.
The
Series A Stock ranks senior to the common stock and any other class of shares which are not expressly senior to or on parity with
the Series A Stock. A summary of the material provisions of the Certificate of Designation governing the Series A Stock is as
follows:
Dividends
Cash
dividends accrue on each share of Series A Stock, at the rate of 4% per annum of the Stated Value, and are payable quarterly in
arrears in cash on the first day of March, June, September and December each year, commencing June 1, 2017. Dividends accrue whether
or not they are declared and whether or not the Company has funds legally available to make the cash payment.
Conversion
Each
share of Series A Stock is convertible at any time at the option of the holder into one share of common stock of the Company (the
conversion rate is determined by dividing $1.50, the stated value of a share of Series A Stock (the “Stated Value”),
by $1.50), subject to adjustment in the case of stock splits, stock dividends, combination of shares and similar transactions.
If the Company makes any dividend or distribution, including a dividend, spin off or similar arrangement, the holder of the Series
A Stock participates in such distribution as if the holder had converted the Series A Stock.
Liquidation
Preference
The
Series A Stock has a liquidation preference of the Stated Value ($1.50 per share). No distribution shall be made to holders of
shares of capital stock ranking junior to the Series A Stock upon liquidation, dissolution or winding-up of the Company, unless
the holders of shares of Series A Stock have received an amount per share equal to $1.50 plus any accrued and unpaid dividends.
Voting
A
holder of Series A Stock shall not be entitled to voting rights. However, any amendment to the Certificate of Designation which
changes the rights given to the Series A Stock, including establishing any stock which ranks on parity with the Series A Stock,
requires the consent of the holders of at a majority of the shares of Series A Stock then outstanding.
Redemption
The
Company has the right, upon notice to the holders of the Series A Stock no later than 30 days after the end of each quarter, to
redeem all or any part of the outstanding Series A Stock. The Company can redeem the shares if it has the funds available to pay
the aggregate of the Stated Value per share plus any accrued but unpaid dividends for all shares being redeemed.
The
foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirely by reference
to the Certificate of Designation which is filed as Exhibit 3.9 to this Current Report on Form 8-K and incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
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Arkados
Group, Inc.
(Registrant)
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Date:
October 4, 2017
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By:
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/s/
Terrence DeFranco
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Terrence
DeFranco
Chief Executive Officer
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