Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Company's Certificate of Designation of
Preferences, Rights and Limitations of Series B Preferred Stock ("COD"), (i)
each share of Series B Stock has a stated value of
In accordance with the foregoing, upon full conversion of the Series B Stock, and not taking into account nay beneficial ownership limitations, the Company will issue an additional 82,343,910,014 shares of Common Stock.
Pursuant to the RRA, the Company agreed to file a registration statement with
the Commission in order to register the shares of common stock underlying the
Series B Stock sold in the Offering within 180 days of
The foregoing description of the SPA, RRA and COD are a summary and are qualified in their entirety by reference to the SPA, RRA, and COD which are attached hereto as Exhibit 10.01, 10.02 and 3.01(i), and which are incorporated herein by reference.
The foregoing summaries of each of the Securities Purchase Agreement and Warrants are qualified in their entirety by reference to the full text of each such document, a copy of the form of each is attached hereto as Exhibits 10.01 and 10.02, respectively, and each of which is incorporated herein in its entirety by reference.
The securities offered have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in
Item 3.02 Unregistered Sale of
The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.
Item 5.03 Amendment to Articles of Incorporation or Bylaws.
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 5.03. The COD was filed and approved by the Secretary of State of
the
Item 7.01 Regulation FD Disclosure.
The Company, may from time to time, make disclosures via the following social media platforms:
Facebook: https://www.facebook.com/BIGtokenApp
Instagram: https://www.instagram.com/bigtoken_app/
LinkedIn: https://www.linkedin.com/company/bigtoken-app/
Twitter: https://twitter.com/BIGtoken_App
Twitter: https://twitter.com/BIGtokenCrypto
Twitter: https://twitter.com/BIGtokenPrivacy
YouTube: https://www.youtube.com/channel/UC0f1hv7eqrktypntpEQJBow
Website: www.bigtoken.com
Medium: https://loukerner.medium.com/
Twitter: https://twitter.com/loukerner
LinkedIn: https://www.linkedin.com/in/loukerner/
Youtube: https://www.youtube.com/channel/UCSyshoifIBJqgDBR0LZfDzg
Slideshare: https://www.slideshare.net/loukerner2
Instagram: https://www.instagram.com/loukerner/?hl=en
Facebook: https://www.facebook.com/loukerner
Pro Forma Capitalization Table
As a result of the completion of certain transactions of the Company, including
the share exchange as described in the Company's Current Report on Form 8-K
filed with the Commission on
As of
Number of Common Number Shares or Common Shares Type of Security Outstanding Securities issuable upon Conversion Common Stock (1) 158,244,935,162 158,244,935,162 Series A Preferred Stock 5,000,000 - Series B Preferred Stock 57,748.27 82,343,910,015 (2 ) Series C Preferred Stock 8,318 12,864,419,168 (3 ) TOTAL 253,453,264,345
(1) Number of shares of Common Stock of the Company issued and outstanding as of
(2) shares issuable based on the conversion price as of
adjustment; and
(3) shares issuable based on the conversion price as of
adjustment.
The foregoing table does not include:
(i) 25,568,064,462 shares underlying Common Stock purchase warrants;
(ii) 13,951,066,447 shares of Common Stock issuable to
exercise of stock options at a weighted average exercise price of
(iii) 15,824,493,516 shares of Common Stock reserved for issuance pursuant to the
Company's 2021 Evergreen Equity Compensation Plan (the "Plan"). Plan provides for the automatic increase in the number of shares available under the Plan on the first day of each calendar year such that on such day the Plan will have available up to 10% of the issued and outstanding shares of Common Stock available for issuance.
Assuming the conversion or exercise of all Common Stock equivalent securities,
plus the issuance of all authorized shares under the Plan, there will be
320,874,528,294 shares of Common Stock issued and outstanding as of
The information contained in this Item 7.01 to this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
No Offer or Solicitation:
This communication will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance. These forward-looking statements reflect views and assumptions regarding expectations and projections about future events and are based on currently available information. The use of words such as "anticipates," "estimates," "expects," "intends," "plans," and "believes," among others, generally identifies forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and may include statements relating to future revenues, expenses, margins, profitability, net income/(loss), earnings per share and other measures of results of operations and the prospects for future growth of our business. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description 3.01(i) Certificate of Designation of Series B Preferred Stock 4.01 Form of Series B Preferred Stock Certificate 10.01 Securities Purchase Agreement 10.02 Registration Rights Agreement
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