Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 30, 2019, Alpine 4 Technologies Ltd., a Delaware corporation (the “Company”), filed with the Secretary of State of Delaware a Certificate of Amendment (the “Amendment”) to the
Company’s Certificate of Incorporation. Pursuant to the Amendment, the Company’s authorized shares of Class A, Class B, and Class C Common Stock were increased (the “Share Increase”).
Background
On November 27, 2019, the Company’s board of
directors approved, subject to stockholder approval, the Amendment that would have the effect of increasing the Company’s authorized Class A Common Stock from 100,000,000 shares to 125,000,000 shares; the Class B common stock from 5,000,000 shares
to 10,000,000 shares; and the Class C common stock from 10,000,000 shares to 15,000,000 shares (the “Share Increase”). Subsequent to the board of directors’ approval of the Amendment and the Share Increase, the holders of a majority of the voting
power of the Company’s voting stock approved, by written consent, the Amendment and the Share Increase on November 27, 2019. The Amendment became effective on December 30, 2019, following the filing of the Amendment on
December 27, 2019, specifying the effective date of December 30, 2019.
Increase in Authorized Class A, Class B, and Class C Common Shares
Prior to the effectiveness of the Amendment,
the Company had authorized capital stock of 100,000,000 shares of Class A Common Stock, $0.0001 par value; 5,000,000 shares of Class B Common Stock, $0.0001 par value; and 10,000,000 shares of Class C Common Stock, $0.0001 par value. As of
December 2, 2019, the record date for determining the shareholders entitled to vote on the Amendment, there were 99,870,161 shares of Class A common stock issued and outstanding; 5,000,000 shares of Class B common stock
issued and outstanding; and 9,955,201 shares of Class C common stock issued and outstanding.
Once the Amendment became effective, the Company’s authorized
shares of Class A Common Stock increased from 100,000,000 shares to 125,000,000 shares; the Class B common stock from 5,000,000 shares to 10,000,000 shares; and the Class C common stock from 10,000,000 shares to 15,000,000 shares.
There was no immediate change in the number of issued and
outstanding common shares. Although the Share Increase did not have any immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders, any future issuance of additional authorized shares of the
Company’s common stock may, among other things, dilute the earnings per share of the Company’s common stock and the equity and voting rights of those holding the Company’s common stock at the time the additional shares are issued.