ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
Amendment to Articles of Incorporation
On June 1, 2020, Palayan Resources, Inc., (the “Company”) amended its Articles of Incorporation by filing an Amendment to its Articles of Incorporation to increase the total number of authorized shares to (i) increase the number of authorized shares of common stock, par value $0.001 (“Common Stock”) from 75,000,000 to 500,000,000, and (ii) authorize the issuance of up to 100,000,000 shares of blank check preferred stock. The Amended Articles of Incorporation authorize the Company’s board of directors to designate from time to time one or more classes or one or more series of preferred stock within any class, and to prescribe the voting powers, designations, preferences, limitations, restrictions and relative rights of the shares of each such series of preferred stock, without requiring a vote of the shareholders.
A copy of the Amendment to the Articles of Incorporation was filed with the SEC on Schedule 14C on April 8, 2020 as an Exhibit and is incorporated herein by this reference.
Designation of Preferred Stock
Additionally, on June 1, 2020, the Company filed, pursuant to the Company’s Articles of Incorporation, as amended, Certificates of Designation (the “Certificates”) with the Nevada Secretary of State that has the effect of designating: (i) 5,000,000 par value $0.001 shares of preferred stock as Class A Preferred Stock; (ii) 5,000,000 par value $0.001 shares of preferred stock as Class B Convertible Preferred Stock; and, (iii) 5,000,000 shares of preferred stock as Class C Preferred Stock. The following descriptions set forth brief summaries of the rights, preferences, and privileges of each class of preferred stock, the following descriptions are qualified in their entirety by the full text of each Certificate of Designation, which are attached hereto.
Our board of directors and the holders of a majority of our outstanding shares of Common Stock have approved an amendment to our articles of incorporation (the “Amendment”) to (i) increase the number of authorized shares of Common Stock from 75,000,000 to 500,000,000, and (ii) authorize the issuance of up to 100,000,000 shares of blank check preferred stock.
On June 1, 2020, Palayan Resources, Inc., (the “Company”) filed, pursuant to the Company’s Articles of Incorporation, as amended, Certificates of Designation (the “Certificates”) with the Nevada Secretary of State that has the effect of designating: (i) 5,000,000 par value $0.001 shares of preferred stock as Class A Preferred Stock; (ii) 5,000,000 par value $0.001 shares of preferred stock as Class B Convertible Preferred Stock; and, (iii) 5,000,000 shares of preferred stock as Class C Preferred Stock. The following descriptions set forth brief summaries of the rights, preferences, and privileges of each class of preferred stock, the following descriptions are qualified in their entirety by the full text of each Certificate of Designation, which are attached hereto.
Class A Preferred Stock
Each share of Class A Preferred Stock ranks senior to all Common Stock and any other class of securities that is specifically designated as junior to the Class A Preferred Stock. Each Share of Class A Preferred Stock shall be convertible at any time by the holder thereof into 15 shares of Common Stock and each Share of Class A Preferred Stock shall have the right to vote on any matter to be submitted for a vote to shareholders of the Company at 100 to 1.
Class B Convertible Preferred Stock
Each share of the Class B Preferred Stock ranks senior to all Common Stock and junior to Class A Preferred Stock. Each share of Class B Preferred Stock shall be convertible at any time by the holder thereof into 10 shares of Common Stock and each share of Class B Preferred Stock shall have the right to vote on any matter to be submitted for a vote to shareholders of the Company at 1 to 1.
Class C Preferred Stock
Each share of the Class C Preferred Stock shall rank senior to all Common Stock and junior to any other class of Preferred Stock. Each Share of Class C Preferred Stock shall be convertible at any time by the holder thereof into 30 share of Common Stock and the Class C Preferred Stock shall have no voting rights.
The Certificates of Designation for each class of Preferred Stock was approved by the majority of the Company’s shareholders and by the Company’s board of directors on June 1, 2020.
The foregoing description of the Certificates of Designation is qualified in its entirety by reference to each Certificate of Designation, which are filed hereto and incorporated herein by reference as Exhibit 3.2, 3.3 and 3.4, respectively.