Item 5.07 Submission of Matters to a Vote of Security Holders
On March 6, 2023, VoIP-Pal.Com Inc. (the "Company") filed an amendment to a
Certificate of Designation dated May 25, 2022 (the "Certificate of Designation")
with the Nevada Secretary of State in order to designate an additional 325,000
shares of the Company's authorized preferred stock, par value $0.01 per share
(the "Preferred Stock"), as Series A preferred stock (the "Series A Stock"),
thereby increasing the total number of shares of Preferred Stock designated as
Series A Stock from 475,000 to 800,000. A copy of the amendment is attached
hereto as Exhibit 3.5.
The Series A Stock has the voting powers, designations, preferences,
limitations, restrictions and relative rights set forth in the Certificate of
Designation, a copy of which was filed as Exhibit 3.3 to the Company's current
report on Form 8-K dated May 27, 2022.
The material features of the Series A Stock are as follows:
1. Holders of Series A Stock are entitled to 1,550 votes per share of Series A
Stock on any matter submitted to a vote of the Company's stockholders, and
are generally entitled to vote together as one class with holders of the
Company's common stock;
2. Holders of Series A Stock are not entitled to receive any dividends or other
distributions in respect of any shares of Series A Stock held by them;
3. Holders of Series A Stock are not entitled to receive any assets of the
Company upon a liquidation, dissolution or winding up of the Company;
4. Shares of Series A Stock are not redeemable;
5. Shares of Series A Stock are not convertible or exchangeable into shares of
the Company's common stock; and
6. Shares of Series A Stock are not transferrable or assignable without the
prior written consent of the Company.
As of the date of this current report on Form 8-K, 200,000 shares of the
Preferred Stock remain authorized and eligible for designation by the board of
directors of the Company (the "Board") pursuant to the Company's articles of
incorporation, as amended.
Promptly following the filing of the amendment, the Company issued 121,611
shares of Series A Stock (collectively, the "Shares") to Emil Malak, the
President, Chief Executive Officer and a director of the Company, at a price of
$0.10 per Share in exchange for proceeds of approximately $12,161.
The Shares were offered and sold to Mr. Malak in a private transaction in
reliance upon the exemption from registration provided by Rule 903 of Regulation
S promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). The Company's reliance on Rule 903 of Regulation S was based on the fact
that Mr. Malak is not a "U.S. person" as that term is defined in Rule 902(k) of
Regulation S, that Mr. Malak acquired the Shares for investment purposes for his
own account and not as nominee or agent, and not with a view to the resale or
distribution thereof, and that Mr. Malak understood that the Shares may not be
sold or otherwise disposed of without registration under the Securities Act and
any applicable state securities laws, or an applicable exemption or exemptions
therefrom.
On February 20, 2023, the Board approved an increase in the Company's authorized
capital from 3,500,000,000 shares of common stock, par value $0.001 per share,
to 5,000,000,000 shares of common stock, par value $0.001 per share (the
"Authorized Capital Increase"), which action was subsequently approved by the
holders of a majority of the Company's issued and outstanding stock on March 6,
2023. Pursuant to applicable securities laws, the Company does not plan to
effect the Authorized Capital Increase until at least 20 days after a definitive
information statement on Schedule 14C has been transmitted to the Company's
stockholders who did not previously consent to the Authorized Capital Increase.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Exhibit Description
3.5 Amendment to Certificate of Designation dated March 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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