Current Report Filing (8-k)
July 26 2022 - 4:06PM
Edgar (US Regulatory)
0001502966
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0001502966
2022-07-20
2022-07-20
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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
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 20, 2022
Digipath,
Inc.
(Exact
name of registrant as specified in charter)
Nevada |
|
000-54239 |
|
27-3601979 |
(State
or other Jurisdiction
of
Incorporation or Organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
6450
Cameron Street, Suite 113 Las Vegas, NV |
|
89118 |
(Address
of principal executive offices) |
|
(zip
code) |
(702)
527-2060
(Registrant’s
telephone
number,
including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
|
|
☐ |
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 |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
1.01. Entry into a Material Definitive Agreement.
On
July 25, 2022, Digipath, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with Todd Denkin, the Company’s President, pursuant to which Mr. Denkin purchased 1,000 shares of the Company’s
newly designated Series C Preferred Stock (“Series C Preferred Stock”) for a purchase price of $0.10 per share of Series
C Preferred Stock.
The
principal feature of the Series C Preferred Stock is that it provides the holder thereof, so long as he or she is an executive officer
of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders
of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000
votes for each share of Series C Preferred Stock. The shares of Series C Preferred Stock are not convertible into common stock, are not
entitled to dividends, are not subject to redemption, and have a stated value of $0.10 per share payable on any liquidation of the Company
in preference to any payment payable to the holders of common stock.
In
light of the Company’s limited financial resources, the Board determined that the sale of the Series C Preferred Stock to Mr. Denkin
is in the best interests of the Company as it may provide the Company with the ability in the future to consummate a strategic transaction
on an expedited basis.
The
description of the Series C Preferred Stock set forth above is qualified in its entirety by reference to the actual terms of the Certificate
of Designation designating the Series C Preferred Stock, which has been filed as Exhibit 3.1 hereto and which is incorporated herein
by reference.
Item
3.03 Material Modification to Rights of Security Holders.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 20, 2022, following the approval of the Board of Directors of the Company, the Company filed a Certificate of Designation with the
Secretary of State of the State of Nevada designating 1,000 shares of the Company’s Series C Preferred Stock. The principal terms
of the Series C Preferred Stock are described above.
Item
9.01. Financial Statements and 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.
|
Digipath,
Inc. |
|
|
|
Date:
July 26, 2022 |
|
|
|
|
By: |
/s/
A. Stone Douglass |
|
A. |
Stone
Douglass |
|
Chief
Financial Officer |
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