Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On December 30, 2019, CloudCommerce, Inc. (the "Company") filed a Certificate of
Designation (the "Certificate of Designation") of Series F Preferred Stock (the
"Series F Preferred Stock") with the Secretary of State of Nevada. The
Certificate of Designation designates 800,000 shares of the Company's authorized
preferred Stock as Series F Preferred Stock.
Each share of Series F Preferred Stock has a stated value of $25. The Series F
Preferred Stock is not convertible into shares of the Company's common stock.
The holders of outstanding shares of Series F Preferred Stock are entitled to
receive dividends, at the annual rate of 10%, payable monthly, payable in
preference and priority to any payment of any dividend on the Company's common
stock. Such dividends will be on a pari passu basis with the Company's
outstanding Series A Preferred Stock. The holders of the Series F Preferred
Stock are entitled to a liquidation preference in an amount equal to $25 per
share plus any declared but unpaid dividends, before any payments to holders of
common stock. The Series F Preferred Stock has no preemptive or subscription
rights, and there is no sinking fund provisions applicable to the Series F
Preferred Stock. The Series F Preferred Stock does have voting rights, except as
required by law and with respect to certain protective provisions set forth in
the Certificate of Designation. To the extent it may lawfully do so, the Company
may, in its sole discretion, after the first anniversary of the original
issuance date of the Series F Preferred Stock, redeem any or all of the then
outstanding shares of Series F Preferred Stock at a redemption price of $25 per
share plus any accrued but unpaid dividends.
This description of the Certificate of Designation is only a summary and is
qualified in its entirety by reference to the full text of the Certificate of
Designation attached as Exhibit 3.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Designation of Series F Preferred Stock
1
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