Current Report Filing (8-k)
May 17 2019 - 3:25PM
Edgar (US Regulatory)
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): April 17, 2019
CANNAGISTICS INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-55711
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90-0338080
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2480 Stanfield Rd., Unit B
Mississauga, ON
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L4Z 1R6
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
631-676-7230
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Precious Investments, Inc.
170 Traders Blvd East
Mississauga, Ontario Canada
L4Z 1W7
(Former name or former address, if changed since
last report)
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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 (see
General Instruction A.2. below)
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 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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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 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
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
On April 27, 2019, the Board of Directors authorized
the issuance of 8,000,000 shares of Series D Preferred Stock to Emerging Growth Advisors, Inc., controlled by James W. Zimbler,
our President. The shares were issued following the filing of a certificate of designation with the State of Nevada for the Series
D Preferred Stock, discussed below in this Current Report.
These securities were issued pursuant to Section
4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented his intention to acquire the securities
for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed
investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the
stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item 3.03 Material Modification of Rights of Security Holders
On May 7, 2019, our Board of Directors
voted to designate a class of preferred stock entitled Series D Preferred Stock, consisting of up 8,000,000 shares, par value
$0.001. Under the Certificate of Designation, holders of Series D Preferred Stock will participate on an equal basis
per-share with holders of our common stock, Series A Preferred Stock and Series C Preferred Stock in any distribution upon
winding up, dissolution, or liquidation. Holders of Series D Preferred Stock are entitled to vote together with the holders
of our common stock on all matters submitted to shareholders at a rate of 72.5 votes for each share held. Holders of Series D
Preferred Stock are entitled to convert each share held for 72.5 shares of common stock.
The rights of the holders of Series D Preferred
Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on May 7, 2019, attached
hereto as Exhibit 3.1, and is incorporated by reference herein.
SECTION 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The disclosures set forth in Item 3.03 are
incorporated by reference into this Item 5.03.
On April 17, 2019, we filed Articles of Merger
with the Secretary of State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, Cannagistics, Inc. Shareholder
approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized
a change in our name to “Cannagistics, Inc.” and our Articles of Incorporation have been amended to reflect this name
change.
A copy of the Articles of Merger is attached
to this Current Report as Exhibit 3.2 and is incorporated by reference herein.
In connection with the name change, we have
the following new CUSIP number:
13767H108
. We have submitted the required information
to FINRA and we have been provided a market effective date of May 17, 2019. Our common stock will trade under the symbol “CNGT”
that more resembles our new name.
Section 8– Other Events
Item 8.01 Other Events
The Company has relocated its Offices to:
2480 Stanfield Road, Unit B
Mississauga, Ontario, Canada L4Z 1R6
It has also relocated its Executive Office, effective June 1, 2019,
to:
1200 Veterans Highway
Suite 310
Hauppauge, New York 11778
(631) 676-7230
SECTION 9 – FINANCIAL STATEMENTS AND
EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit No. Description
3.1
Series D Preferred Stock Certificate of Designation, dated May 7, 2019
3.2
Articles of Merger, dated April 17, 2019
SIGNATURES
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.
Cannagistics Inc.
/s/ James W. Zimbler
James W. Zimbler
Chief Executive Officer
Date: May 17, 2019