Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
April 26, 2018, RealBiz Media Group, Inc. (the “Company”) filed an Amended and Restated Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock (the “Series A COD”) with the Nevada Secretary of State.
Pursuant
to the Series A COD, 120,000,000 shares of our blank check preferred stock have been designated as Series A Convertible Preferred
Stock (the “Series A Preferred Stock”). The Series A Preferred Stock have the following rights, preferences, powers,
privileges and restrictions, qualifications and limitations.
Ranking
.
The Series A Preferred Stock rank (i) senior to the Company’s common stock and (ii) senior to or on parity with all other
classes and series of the Company’s preferred stock, unless otherwise specified, with respect to the payment of dividends
and distributions of the assets of the Company upon liquidation, dissolution or winding up of the Company. Upon a Liquidation
Event (as defined in the Series A COD), the Series A Preferred Stock holders shall receive an amount equal to $1.00 per share,
subject to adjustment (the “Stated Value”).
Voting
.
Except as otherwise required by law, holders of the Series A Preferred Stock shall be entitled to vote on all matters submitted
to stockholders of the Company on an as-converted basis and shall vote together as a single class with the holders of the Company’s
common stock.
Series
A Preferred Stock Protective Provisions
. The vote or written consent of holders of at least a majority of the then-outstanding
shares of Series A Preferred Stock, voting together as a single class on an as-converted basis, shall be required for the Company
to:
(a)
amend, modify, add, repeal or waive any provision of the Series A COD or otherwise take any action that modifies any powers, rights,
preferences, privileges or restrictions of the Series A Preferred Stock;
(b)
authorize, create or issue shares of any class of stock having rights, preferences or privileges superior or senior to the Series
A Preferred Stock;
(c)
amend the Company’s Amended and Restated Certificate of Incorporation, as amended, in a manner that adversely and materially
affects the rights of the Series A Preferred Stock; or
(d)
recapitalize, split, combine or reclassify any shares of capital stock of the Company.
Conversion
.
Each share of Series A Preferred Stock shall be convertible into such number of shares of the Company’s common stock determined
by dividing (i) the Stated Value by (ii) the Conversion Price then in effect. The initial conversion price for the Series A Preferred
Stock shall be equal to $1.00 per share, subject to adjustment.
The
foregoing description of the Series A Preferred Stock is a summary only, does not purport to set forth the complete terms of the
Series A Preferred Stock and is qualified in its entirety by reference to the Series A COD filed as Exhibit 3.1 to this Current
Report on Form 8-K and is hereby incorporated by reference.