Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As
described in further detail under Item 5.07, at the Special Meeting (as defined below), the Companys stockholders approved
an amendment to the Companys Articles of Incorporation (the Articles Amendment) to (i) increase the authorized
number of shares of Common Stock from 150,000,000 shares to 1,000,000,000 shares and (ii) increase the authorized number of shares
of the Companys preferred stock, par value $0.001 per share (Preferred Stock), from 10,000,000 shares to
200,000,000 shares. On June 14, 2021, the Company filed the Articles Amendment with the Secretary of State of the State of Nevada.
The foregoing description of the Articles Amendment set forth herein does not purport to be complete and is qualified in its entirety
by reference to the full text thereof, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
As
previously disclosed, on December 14, 2020, the Company and its newly formed subsidiaries,
2798832 Ontario Inc. (Canco) and 2798831 Ontario Inc., both Ontario corporations, entered into an Arrangement Agreement
(the Agreement) with Metamaterial Inc., an Ontario corporation headquartered in Nova Scotia, Canada
(Metamaterial). Under the Agreement, Canco is to acquire all of the outstanding common shares of Metamaterial by way of
a statutory plan of arrangement under the Business Corporations Act (Ontario) (the Arrangement), on and
subject to the terms and conditions of the Agreement. The Arrangement Agreement contemplates that, prior to the effective
time of the Arrangement (the Effective Time), the Company will declare and issue a
dividend (the Preferred Dividend), on a one-for-one basis, of shares of its Series A Non-Voting Preferred Stock
(Series A Preferred Stock) to the holders of Common Stock as of the close of business on the record date for the
Preferred Dividend (the Dividend Record Date) (subject to adjustment for any reverse split of the Company’s
common stock after the Dividend Record Date but before the dividend is paid).
On
June 11, 2021, the Companys board of directors (the Board) formally declared the Preferred Dividend and set
June 24, 2021 as the Dividend Record Date.
On
June 14, 2021, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting
Preferred Stock (as modified by a Certificate of Correction filed on June 15, 2021, the Series A Certificate of Designation)
with the Secretary of State of the State of Nevada, and designated 199,500,000 shares of Preferred Stock as Series A Preferred
Stock. Pursuant to the Series A Certificate of Designation, following the Effective Time, the holders of Series A Preferred Stock
may become entitled to certain dividends based on the net proceeds from the sale of any assets that are used or held for use in
the Companys oil and gas exploration business (the O&G Assets), subject to certain holdbacks. Such asset
sales must occur prior to the earlier of (i) December 31, 2021 or (ii) the date which is six months from the closing of the Arrangement
(the Sale Expiration Date). Following the Sale Expiration Date, subject to certain conditions, the combined company
will effect a spin-off of any remaining O&G Assets to the holders of Series A Preferred Stock. A more detailed description
of the preferences, rights and limitations of the Series A Preferred Stock is set forth in the Definitive Proxy Statement filed
by the Company with the SEC on May 7, 2021 (the Proxy Statement). The
foregoing description of the Series A Certificate of Designation set forth herein does not purport to be complete and is qualified
in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 3.2 to this Current Report on Form
8-K and incorporated herein by reference.
On
June 14, 2021, the Company also filed the Certificate of Designation of Preferences, Rights and Limitations (the Series
B Certificate of Designation) of Series B Preferred Special Voting Preferred Stock (the Special Voting Share)
with the Secretary of State of the State of Nevada, and designated one share of Preferred Stock as the Special Voting Share. In
connection with the Arrangement, Metamaterial shareholders may elect to receive either shares
of Common Stock or shares of the capital stock of Canco (the Exchangeable Shares) in exchange for such holders
Metamaterial common shares. Immediately prior to the Effective Time, the Special Voting Share will be issued to a trustee and,
while it is outstanding, will enable holders of Exchangeable Shares to cast votes on matters for which holders of the stockholders
of the combined company are entitled to vote, and to receive dividends that are economically equivalent to any dividends declared
with respect to the common stock of the combined company. A more detailed description of the preferences, rights and limitations
of the Special Voting Share is set forth in the Proxy Statement. The foregoing description of the Series B Certificate
of Designation set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text
thereof, a copy of which is filed as Exhibit 3.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The
Company held a special meeting of its stockholders on June 11, 2021 (Special Meeting) to vote on certain proposals
relating to the Arrangement. A total of 102,518,966 shares of Common Stock were present or represented by proxy at the Special
Meeting, representing approximately 70.42% of the shares of Common Stock outstanding on May 5, 2021, the record date for the Special
Meeting (the Record Date). The matters submitted for a vote at the Special Meeting and the related results are set
forth below. A more detailed description of the proposals is set forth in the Proxy Statement.
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non- Votes
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Proposal
No. 1 – The issuance of up to approximately 455,000,000 shares of Common Stock, prior to effecting any reverse
split of the Common Stock, in connection with the Arrangement.
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80,767,473
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977,830
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147,947
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20,625,716
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non- Votes
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Proposal
No. 2 – The adoption of the Articles Amendment.
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79,333,693
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2,006,339
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553,218
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20,625,716
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non- Votes
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Proposal
No. 3 – The adoption of Amended and Restated Articles of Incorporation of the Company, in connection with the
Arrangement, for the following purposes:
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(a) to implement a reverse split of the Common Stock within a range from 1-for-2 to 1-for-20, with the exact ratio of the reverse stock
split to be determined by the Board; and
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(b) to change the name of the Company to Meta Materials Inc.
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99,817,198
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2,269,330
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432,438
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0
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non- Votes
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Proposal
No. 4 – The approval of the postponement or adjournment of the Special Meeting.
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100,077,010
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2,014,915
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427,041
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0
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non- Votes
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Proposal
No. 5 – The approval, on a non-binding, advisory basis, of certain compensation that will or may become payable
to the Companys named executive officers that is based on or otherwise relates to the Arrangement.
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76,591,765
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3,787,559
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1,513,926
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20,625,716
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Based
on the foregoing, all of the proposals submitted to a vote at the Special Meeting were approved by the requisite vote of the Companys
stockholders. On June 11, 2021, the Company issued a press release announcing the preliminary results of the Special Meeting.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.