Item 3.03 Material Modification of Rights of Security Holders
On January 7, 2021, pursuant to Article III of our Articles of Incorporation,
our Board of Directors voted to designate a class of preferred stock entitled
Series C Preferred Stock, consisting of up 200,000 shares, par value $0.001.
Under the Certificate of Designation, holders of Series C Preferred Stock will
rank junior to the Series B Preferred Stock, but on par with common stock and
Series A Preferred Stock in any distribution upon winding up, dissolution, or
liquidation of the company, as provided in the designation. The holders of
shares of Series C Preferred Stock have no dividend rights except as may be
declared by the Board in its sole and absolute discretion, out of funds legally
available for that purpose. Holders of Series B Preferred Stock do not have
voting rights but may convert into common stock after twenty four months from
the issuance date, at a conversion rate of one thousand (1,000) shares of Common
Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the
shares are subject to a one-year leak-out restriction on sales into the market
of no more than 5% previous month's stock liquidity.
The rights of the holders of Series C Preferred Stock are defined in the
relevant Certificate of Designation filed with the Nevada Secretary of State on
January 7, 2021, attached hereto as Exhibit 3.1, and is incorporated by
reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The disclosures set forth in Item 3.03 are incorporated by reference into this
Item 5.03.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
3.1 Certificate of Designation
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