Item 3.02 Unregistered Sales of Equity Securities
The information provided under Item 5.03 below concerning the filing by Adamis
Pharmaceuticals Corporation (the "Company") of an amendment to the Company's
restated certificate of incorporation, and the information provided under Items
1.01 and 3.02 of the Company's Report on Form 8-K filed with the Securities and
Exchange Commission (the "Commission") on June 16, 2020, concerning the issuance
of 1,000,000 shares of Series B Convertible Preferred Stock (the "Series B
Preferred") to Matrix Biomed, Inc. ("Matrix), is incorporated herein by
reference. As a result of the filing of such amendment, effective September 4,
2020, the 1,000,000 shares of Series B Preferred previously issued to Matrix
automatically converted into 1,000,000 shares of common stock of the Company.
The shares of Series B Preferred, and the shares of common stock issued upon
conversion of the Series B Preferred, were issued in a private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and/or
Regulation D under the Securities Act. Matrix represented that it was an
accredited investor, as defined in Rule 501 of Regulation D, and that it was
acquiring the securities for its own account, not as nominee or agent, and not
with a view to the resale or distribution of any part thereof in violation of
Item 3.03. Material Modification to Rights of Security Holders.
The information provided under Item 5.03 below with respect to the Company's
filing of a Certificate of Amendment of the Company's Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware to increase
the number of authorized shares of the Company's common stock from 100,000,000
to 200,000,000, is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On September 3, 2020, the Company filed a Certificate of Amendment of the
Company's Restated Certificate of Incorporation with the Secretary of State of
the State of Delaware to increase the number of authorized shares of the
Company's common stock from 100,000,000 to 200,000,000 (the "Amendment"). The
Company's stockholders approved the Amendment on September 3, 2020, which had
previously been approved by the board of directors of the Company, at the
Company's 2020 annual meeting of stockholders as described under Item 5.07 of
the Company's Report on Form 8-K filed with the Commission on September 8, 2020.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company.
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