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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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Effective
June 8, 2020, Adamis Pharmaceuticals Corporation (the “Company”) filed with the office of the Secretary of State
of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible
Preferred Stock (the “Certificate of Designation”) designating 1,000,000 shares of the Company's authorized
preferred stock as Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B
Preferred”).
Series
B Convertible Preferred Stock
The
Series B Preferred was established pursuant to a Certificate of Designation filed with the Delaware Secretary of State. Some of
the rights, preferences, privileges, and restrictions applicable to the Series B Preferred are described below.
Conversion.
Each share of the Series B Preferred is convertible into Common Stock at an initial conversion rate of 1-for-1. Each share
of Series B Preferred will automatically convert into Common Stock after the occurrence of a Capital Event as defined in the
Certificate of Designation. “Capital Event” is defined as the filing and effectiveness of an amendment to the
Company’s certificate of incorporation (or similar charter documents) to either (i) increase the number of shares of
Common Stock the Company is authorized to issue or (ii) effect a reverse split of the Common Stock, in either event
sufficient to permit the conversion in full of the Series B Preferred in accordance with its terms. The conversion rate of
the Series B Preferred is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but
is not subject to adjustment based on price anti-dilution provisions or other events.
Dividends.
Except with respect to certain stock dividends or distributions payable in shares of Common Stock or certain other events affecting
the Common Stock, holders of Series B Preferred are not entitled to receive any dividends paid on shares of the Common Stock,
and no other dividends are payable on shares of Series B Preferred.
Voting
Rights. Except as provided in the Certificate of Designation or as otherwise required by law, the
holders of Series B Preferred are entitled to vote with the holders of outstanding shares of Common Stock, voting together as
a single class, with respect to all matters presented to the stockholders for their action or consideration. In any such vote,
each holder is entitled to a number of votes equal to the number of shares of Common Stock into which the Series B Preferred held
by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of
Series B Preferred, alter or change adversely the powers, preferences or rights given to the Series B Preferred or alter or amend
the Certificate of Designation.
Liquidation
Rights. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series
B Preferred are entitled to receive, pari passu with the holders of Common Stock, out of the assets available
for distribution to stockholders an amount equal to such amount per share as would have been payable had all shares of Series
B Preferred been converted into Common Stock immediately before such liquidation, dissolution or winding up.
Subsequent
Rights Offerings; Pro Rata Distributions. If the Company grants, issues or sells any Common Stock equivalents pro rata to
the record holders of any class of shares of Common Stock (the “Purchase Rights”), then a holder of Series B Preferred
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder
could have acquired if the holder had held the number of shares of Common Stock acquirable upon conversion of the Series B Preferred.
If the Company declares or makes any dividend or other distribution of its
assets (or rights to acquire its assets) to holders of Common Stock, then a holder of Series B Preferred is entitled to participate
in such distribution to the same extent as if the holder had held the number of shares of Common Stock acquirable upon complete
conversion of the Series B Preferred.
The foregoing description of the Certificate
of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation,
which is filed as an Exhibit to this Current Report on Form 8-K and is incorporated by reference herein.