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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): January 4, 2024
SIGMA
ADDITIVE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-38015 |
|
27-1865814 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
Former
name or former address, if changed since last report
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):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
SASI |
|
The
NASDAQ Stock Market LLC |
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. ☐
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
January 4, 2024, Sigma Additive Solutions, Inc. (the “Company”) filed a Certificate of Designation of Series F Convertible
Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993
shares of the Company’s preferred stock as Series F Convertible Preferred Stock, par value $0.001 per share (the “Series
F Preferred”). The Series F Preferred was designated by the Company in connection with its recent acquisition of NextTrip Holdings,
Inc. (“NextTrip”), and, in the event that the Company does not have sufficient shares of common stock available to fulfill
its obligations pursuant to the share exchange agreement governing the terms of the acquisition, shares of Series F Preferred shall be
issued to the previous equityholders of NextTrip in lieu of shares of Company common stock.
The
terms and conditions set forth in the Certificate of Designation are summarized below:
Ranking.
The Series F Preferred rank pari passu to the Company’s common stock.
Dividends.
Holders of Series F Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,
on shares of Company common stock.
Voting.
Except as provided by the Company’s amended and restated articles of incorporation, as amended (“Articles”) or as otherwise
required by the Nevada Revised Statutes, holders of Series F Preferred are entitled to vote with the holders of outstanding shares of
Company common stock, voting together as a single class, with respect to all matters presented to the Company’s 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 F 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 F Preferred, (i) alter or change adversely the powers, preferences or rights given to the
Series F Preferred or alter or amend the Certificate of Designation, (ii) amend its Articles or other charter documents in any manner
that adversely effects any rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect to the foregoing.
Conversion.
On such date that the Company amends its Articles to increase the number of shares of common stock authorized for issuance thereunder,
to at least the extent required to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall
automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Conversion
Ratio”).
Liquidation.
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”),
holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Conversion
Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.
The
foregoing description of the Series F Preferred is qualified, in its entirety, by the full text of the Certificate of Designation, a
copy of which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 3.1, and is incorporated herein by
reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
As
disclosed in that Current Report on 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on January
2, 2024 (the “Prior Report”), the Company convened its 2023 Annual Meeting of Stockholders (the “Annual Meeting”)
on December 28, 2023. Due to difficulties securing votes from a significant number of stockholders, the Company elected to adjourn the
Annual Meeting until January 16, 2024 (the “Adjourned Portion”), solely with respect to Proposals 2 and 3, as described in
the Company’s Definitive Proxy Statement filed with the SEC on December 1, 2023, in order to allow additional time for stockholders
to vote on such proposals.
Due
to continued difficulties securing votes from stockholders on Proposals 2 and 3, the Company has determined to withdraw Proposals 2 and
3 from stockholder consideration. As a result, the Company determined to cancel reconvening of the Adjourned Portion of the Annual Meeting
scheduled for January 16, 2024.
All
other proposals set forth in the Definitive Proxy Statement were submitted to stockholder vote at the Company’s Annual Meeting
on December 28, 2023, as disclosed in the Prior Report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
| Date:
January 9, 2024 |
SIGMA
ADDITIVE SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
William Kerby |
| |
|
William
Kerby |
| |
|
Chief
Executive Officer |
Exhibit 3.1
CERTIFICATE
OF DESIGNATION
OF
SIGMA
ADDITIVE SOLUTIONS, INC.
Pursuant
to Section 78.1955 of the
Nevada
Revised Statutes
SERIES
F CONVERTIBLE PREFERRED STOCK
The
undersigned, William Kerby, Chief Executive Officer, does hereby certify that:
1.
He is the President and Chief Executive Officer of Sigma Additive Solutions, Inc., a Nevada corporation (the “Corporation”).
2.
The Corporation is authorized to issue 10,000,000 shares of preferred stock, of which (a) 1,621,500 shares have been designated as Series
A Convertible Preferred Stock, none of which are presently issued and outstanding; (b) 1,000 shares have been designated as Series B
Convertible Preferred Stock, none of which are presently issued and outstanding; (c) 1,500 shares have been designated as Series C Convertible
Preferred Stock, none of which are presently issued and outstanding; (d) 7,796 shares have been designated as Series D Convertible Preferred
Stock, none of which are presently issued and outstanding; and (e) 500 shares have been designated as Series E Convertible Preferred
Stock, 316 of which are presently issued and outstanding.
3.
The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):
WHEREAS,
the amended and restated articles of incorporation of the Corporation, as amended (the “Articles of Incorporation”),
provide for a class of its authorized stock known as preferred stock, consisting of 10,000,000 shares, $0.001 par value per share, issuable
from time to time in one or more series;
WHEREAS,
the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of
redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series
and the designation thereof, of any of them; and
WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and
other matters relating to a series of the preferred stock, which shall consist up to five million eight hundred forty-three thousand
nine hundred and ninety-three (5,843,993) shares of Series F Convertible Preferred Stock, as follows:
NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or
exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters
relating to such series of preferred stock as follows:
1.
Definitions.
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.
“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New
York are authorized to close for business; provided that banks shall not be deemed to be authorized or obligated to be closed due to
a “shelter in place” or similar closure of physical branch locations at the direction of any governmental authority if such
banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
“Common
Stock” means the Corporation’s common stock, par value $0.001 per share.
“Conversion
Date” shall have the meaning set forth in Section 7(a).
“Conversion
Ratio” shall have the meaning set forth in Section 7(a).
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.
“Converted
Stock” shall have the meaning set forth in Section 7(a)
“Holder”
means, as of a given point in time, a Person who holds Preferred Stock.
“Liquidation
Event” shall have the meaning set forth in Section 6(a).
“Person”
means an individual, corporation, exempted company, partnership (including a general partnership, limited partnership, exempted limited
partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including
a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.
“Preferred
Stock” shall have the meaning set forth in Section 2.
“Requisite
Holders” means holders of record of a majority of the outstanding shares of Preferred Stock (excluding, for the avoidance of
doubt, any shares of Preferred Stock that are held by the Corporation or its controlled Affiliates (including in treasury), whether repurchased,
redeemed or otherwise acquired, which shall not be entitled to a vote).
“SEC”
means the United States Securities and Exchange Commission.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share
Delivery Date” shall have the meaning set forth in Section 7(c).
“Share
Exchange Agreement” means the Share Exchange Agreement, dated as of October 12, 2023, among the Corporation, NextTrip Holdings,
Inc., NextTrip Group, LLC and William Kerby, in the capacity as NextTrip Representative thereunder, and each of the holders of outstanding
equity interests or convertible securities of NextTrip Group, LLC, as amended, modified or supplemented from time to time in accordance
with its terms.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
“Transaction
Documents” means this Certificate of Designation, the Share Exchange Agreement, all exhibits and schedules thereto and hereto
and any other documents or agreements executed in connection with the transactions contemplated pursuant to the Share Exchange Agreement.
2.
Designation, Amount and Par Value. This series of preferred stock shall be designated and known as “Series F Convertible
Preferred Stock” (the “Preferred Stock”). The number of shares constituting the Preferred Stock shall be five
million eight hundred forty-three thousand nine hundred and ninety-three (5,843,993) shares. Each share of Preferred Stock shall have
a par value of $0.001 per share.
3.
Ranking. Except as otherwise provided herein, the Preferred Stock shall, with respect to rights on liquidation, winding up and
dissolution, rank pari passu to the common stock, par value $0.001 per share (the “Common Stock”), of the Corporation.
4.
Dividends. Holders of Preferred Stock (each a “Holder” and collectively, the “Holders”)
shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock
basis calculated based on the Conversion Ratio, disregarding for such purpose any conversion limitations or liquidation preferences hereunder)
to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of
the Common Stock. Other than as set forth in the previous sentence, no other dividends shall be paid on shares of Preferred Stock, and
the Corporation shall pay no dividends (other than dividends in the form of Common Stock) on shares of the Common Stock unless it simultaneously
complies with the previous sentence.
5.
Voting. Except as otherwise expressly provided herein or in the Articles of Incorporation, or as provided by the Nevada Revised
Statutes, the holders of shares of Preferred Stock, the holders of shares of Common Stock and the holders of any other class or series
of shares entitled to vote with the Common Stock shall vote together as one class on all matters submitted to a vote of stockholders
of the Corporation. In any such vote, each share of Preferred Stock shall entitle the holder thereof to cast the number of votes equal
to the number of votes which could be cast in such vote by a holder of the number of shares of Common Stock into which such share of
Preferred Stock would then be convertible (disregarding for such purpose any conversion limitations or liquidation preferences hereunder).
However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders
of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights
given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its articles of incorporation or other charter
documents in any manner that adversely affects any rights of the Holders, or (c) enter into any agreement with respect to any of the
foregoing.
6.
Liquidation Rights.
(a)
Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary (each
a “Liquidation Event”), the Holders of Preferred Stock shall be entitled to participate, on an as-converted-to-Common
Stock basis calculated based on the Conversion Ratio (disregarding for such purpose any conversion limitations or liquidation preferences
hereunder), with holders of the Common Stock in any distribution of assets of the Corporation to the holders of the Common Stock.
(b)
Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to stockholders in connection with any liquidation,
dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as
determined in good faith by the Board of Directors. In the event of a merger or other acquisition of the Corporation by another entity,
the distribution date shall be deemed to be the date such transaction closes.
7.
Conversion.
(a)
Automatic Conversion. On the date (the “Conversion Date”) upon which the Corporation has effected an increase
in the number of shares of Common Stock authorized for issuance under the Articles of Incorporation, to at least the extent required
to convert all of the issued and outstanding shares of Preferred Stock, each outstanding share of Preferred Stock shall be automatically
converted into one (1) share of Common Stock (subject to adjustment as set forth herein) (the “Conversion Ratio”).
The shares of Preferred Stock that are converted pursuant to this Section 7 are referred to as the “Converted Stock.”
(b)
Delivery of Conversion Shares Upon Conversion. Not later than five (5) Business Days after the Conversion Date, the Corporation
shall deliver, or cause to be delivered, to the Holders such number of Conversion Shares being acquired upon the conversion of the Preferred
Stock. The Conversion Shares shall be issued as follows:
i.
Converted Stock that is registered in book entry form shall be automatically cancelled upon the Conversion Date and converted into the
corresponding Conversion Shares, which shares shall be issued in book entry form and without any action on the part of the Holders and
shall be delivered to the Holders within two (2) Business Days of the effectiveness of the conversion.
ii.
Converted Stock that is issued in certificated form shall be deemed converted into the corresponding Conversion Shares on the Conversion
Date and the Holder’s rights as a holder of such shares of Converted Stock shall cease and terminate on such date, excepting only
the right to receive the Conversion Shares upon the Holder tendering to the Corporation (or its designated agent) the stock certificate(s)
(duly endorsed) representing such certificated Converted Stock and any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation.
(c)
Delivery of Certificate or Book Entry Form. Upon conversion, not later than two (2) Business Days after the Conversion Date, or
if the Holder requests the issuance of physical certificate(s), two (2) Business Days after receipt by the Corporation of the original
certificate(s) representing such shares of Preferred Stock being converted, duly endorsed by the Holder (the “Share Delivery
Date”), the Corporation shall either: (a) in the event that the Holder has so elected in a written notice to the Corporation,
deliver, or cause to be delivered, to the converting Holder a physical certificate or certificates representing the number of Conversion
Shares being acquired upon the conversion of shares of Preferred Stock or (b) otherwise shall issue and deliver to such Holder or such
Holder’s nominees, documentation of the book entry for the number of Conversion Shares being acquired.
(d)
Reservation of Shares Issuable Upon Conversion. Upon the Corporation effecting an increase in the number of shares of Common Stock,
the Corporation shall reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance
upon conversion of the Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights
of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and
conditions set forth in the Share Exchange Agreement) be issuable upon the conversion of the then outstanding shares of Preferred Stock.
All shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
(e)
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred
Stock. As to any fraction of a share which a Holder would otherwise be entitled to receive upon such conversion, the Corporation shall
round down to the next whole share of Common Stock.
(f)
Transfer Taxes and Expenses. The issuance of Conversion Shares shall be made without charge to any Holder for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation
shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such
Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock and the Corporation shall
not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall
have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has
been paid. The Corporation shall pay all transfer agent fees required for same-day processing of any Conversion and all fees to the Depository
Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of
the Conversion Shares.
(g)
Certain Adjustments.
i.
Stock Splits. If the Corporation, at any time while the Preferred Stock is outstanding: (A) subdivides outstanding shares of Common
Stock into a larger number of shares; or (B) combines (including by way of a reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, then the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number
of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after such event and of which the
denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of
the Corporation). Any adjustment made pursuant to this Section 7(g) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision or combination. Upon the occurrence of each adjustment to the Conversion Ratio, the Corporation,
at its expense, shall, as promptly as reasonably possible but in any event not later than five (5) Business Days thereafter, compute
such adjustment in accordance with the terms hereof and furnish to each Holder a certificate setting forth such adjustment and showing
in detail the facts upon which such adjustment is based. The Corporation shall, as promptly as reasonably practicable after the written
request at any time of any Holder (but in any event not later than five (5) Business Days thereafter), furnish or cause to be furnished
to such Holder a certificate setting forth (i) the Conversion Ratio then in effect and (ii) the number of shares of Common Stock which
then would be received by such Holder upon conversion.
ii.
Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th
of a share, as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued
and outstanding
8.
Redemption Right. The Preferred Stock shall not have any redemption rights.
9.
Miscellaneous.
(a)
Notices. Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers, and other communications
hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt);
(b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by
facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and
on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid. Such communications must be sent (a) to the Corporation, at its principal
executive offices and (b) to any stockholder, at such holder’s address at it appears in the stock records of the Corporation (or
at such other address for a stockholder as shall be specified in a notice given in accordance with this Section 9).
(b)
Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party.
(c)
Transfer of Preferred Stock. A Holder may transfer some or all of its shares of Preferred Stock without the consent of the Corporation
so long as such transfer complies with all applicable securities laws.
(d)
Amendment. This Certificate of Designation or any provision hereof may be amended by obtaining the affirmative vote at a meeting
duly called for such purpose, or written consent without a meeting in accordance with the Nevada Revised Statutes, by a majority of the
Holders, voting separate as a single class, and with such other stockholder approval, if any, as may then be required pursuant to the
Nevada Revised Statutes or the Articles of Incorporation.
IN
WITNESS WHEREOF the undersigned has signed this Designation this 4th day of January 2024.
|
SIGMA
ADDITIVE SOLUTIONS, Inc. |
|
| |
|
|
By: |
/s/
William Kerby |
|
| Name:
|
William
Kerby, Chief Executive Officer |
|
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-Number 240
-Section 12
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-Section 12
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-Section 12
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-Number 240
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-Name Securities Act
-Number 230
-Section 425
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