Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment to Articles of Incorporation

On or about January 29, 2020, Energy and Water Development Corp. (the "Company") filed Amended and Restated Articles of Incorporation (the "A&R Articles") to designate 3,780,976 shares of its authorized preferred stock as Series A Preferred Stock ("Series A Preferred Stock").

The foregoing description of the A&R Articles does not purport to be complete and is qualified in its entirety by reference to the provisions of the A&R Articles filed as Exhibit 3.1 to this Report, which is incorporated by reference herein.

Summary of Series A Preferred Stock Rights

Conversion Rights

Each share of Series A Preferred Stock shall be convertible into five (5) shares of the Company's common stock, par value $0.001 per share ("Common Stock") (i) at the option of the holder or (ii) mandatorily upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $25,000,000.00 of gross proceeds to the Company or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least sixty-five percent (65%) of the then outstanding shares of Series A Preferred Stock.




Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, Series A Preferred Stock shall be treated pari passu, with Common Stock except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of Common Stock multiplied by the conversion rate then in effect.

Voting Rights

On any matter presented to the shareholders of the Corporation for their action or consideration at any meeting of shareholders of the Corporation (or by written consent of shareholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of shares of Series A Preferred Stock held by such holder as of the record date for determining shareholders entitled to vote on such matter multiplied by the conversion rate then in effect.





Dividends

Series A Preferred Stock shall be treated pari passu with Common Stock except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the conversion rate then in effect.

The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the provisions of the A&R Articles filed as Exhibit 3.1 to this Report, which is incorporated by reference herein.

All 3,780,976 shares of the Series A Preferred Stock are currently issued and outstanding.




Item 9.01  Financial Statements and Exhibits.



(d) Exhibits.




Exhibit Number   Description
3.1                Amended and Restated Articles of Incorporation

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