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ITEM
5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
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Amended
and Restated Articles of Incorporation
On
September 4, 2018, following approval by the Company’s Board of Directors and a majority of the outstanding common stock
of the Company, the Company filed its Amended and Restated Articles of Incorporation with the Secretary of State of the State
of Nevada (the “Amended and Restated Articles”). The principal change effected by the Amended and Restated Articles
was to increase the Company’s authorized common stock from 100,000,000 shares to 200,000,000 and to increase the Company’s
authorized preferred stock from 5,000,000 shares to 10,000,000 shares. In addition, the Amended and Restated Articles clarify
that Sections 78.411 to 78.444 of the Nevada Revised Statutes will apply to the Company. Sections 78.411 to 78.444 prohibit a
Nevada corporation from engaging in a “combination” with an “interested stockholder” for three years following
the date that such person becomes an interested stockholder and place certain restrictions on such combinations even after the
expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or
more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and
any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion
or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at
any time within the previous three years.
A
copy of the Amended and Restated Articles is attached as Exhibit 3.1 to this Current Report on Form 8-K.
Amended
and Restated Bylaws
Attached
as Exhibit 3.2 is a current copy of the Bylaws of the Company. No changes have been to the Bylaws since they were filed by the
Company’s predecessor on October 7, 2010 other than to note that the Company’s current name is Arista Financial Corp.
Series
A Super Voting Preferred Stock
On
September 4, 2018, following the approval by the Company’s Board of Directors, the Company filed a Certificate of Designation
for the Series A Preferred with the Secretary of State of Nevada (the “Certificate of Designation”) designating 51
shares of its authorized preferred stock as Series A Super Voting Preferred Stock. The shares of Series A Preferred have a par
value of $0.0001 per share. The Series A Preferred is not entitled to receive any dividends or liquidation preference and are
not convertible into shares of the Company’s common stock.
The
holders of the Series A Preferred shall in the aggregate have a voting power equal to 51% of the total votes of all of the outstanding
common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred shall have voting rights
equal to (x) 0.019607
multiplied
by the total issued and outstanding shares of common stock and preferred stock eligible
to vote on a matter (the “Numerator”)
divided
by (y) 0.49,
minus
(z) the Numerator. For example, if
the total issued and outstanding shares of common stock and preferred stock equal 5,000,000 shares, then the voting rights of
one share of the Series A Preferred shall be equal to 102,036 ((5,000,000 x 0.019607) / 0.49) – (5,000,000 x 0.019607).
With respect to all matters upon which stockholders are entitled to vote or give consent, the holders of the outstanding shares
of Series A Preferred shall vote with the holders of the common stock and any outstanding preferred stock without regard to class,
except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation
or Bylaws.
The
holders of a majority of the outstanding Series A Preferred may require the Company to redeem all of the outstanding shares of
Series A Preferred at any time at a redemption price of $1,000 per share. In addition, the Series A Preferred shall be automatically,
and without required action by the Company or the holders thereof, be redeemed by the Company at $1,000 per share on the date
that Paul Patrizio ceases, for any reason, to serve as an officer, director or consultant of the Company, it being understand
that if Mr. Patrizio continues without interruption to serve in at least one such capacity, this shall not be considered a cessation
of service.
A
copy of the Certificate of Designation is attached as Exhibit 3.3 to this Current Report on Form 8-K.