Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to a Share Exchange Agreement, dated as of November 12, 2021, by and
between American CryoStem Corporation, a Nevada corporation (the "Company") and
ASC Global, Inc., a Nevada corporation, whose shares of common stock are quoted
on the OTC Market Group's OTC Pink Tier Market under the symbol "AMCY" ("AMCY"),
the Company issued to AMCY 1,000,000 shares of its Series A convertible
preferred stock (the "A Shares") in exchange for 20,000,000 shares of common
stock, par value $0.001 per share, of the Company held by AMCY, reducing the
outstanding shares of the Company's common stock from 62,057,355 to 42,057,355.
Each A Share will be convertible at the option of AMCY into twenty (20) shares
of the Company's common stock commencing on November 11, 2022 and, subject to
Nevada law, is entitled to an annual dividend equal to $0.20 per A Share payable
quarterly, in cash, or at the option of the Company, in shares of Company common
stock with each such share of common stock having a value for such purposes
equal to the average VWAP for the five (5) consecutive trading days with the
fifth consecutive trading day being the last trading day of the calendar quarter
for which such dividend is being paid.
Except as required by Nevada law or otherwise provided in the Company's
Certificate of Designation of Rights, Preferences and Privileges of Series A
Convertible Preferred Stock (the "Certificate of Designation"), the A Shares
shall vote as common stock on an as-converted basis with the Company's then
outstanding common stock.
The above is a summary only of the rights, preferences and privileges of the A
Shares and is qualified in its entirety to the Certificate of Designation
attached hereto as Exhibit 3.1.
John Arnone and Anthony Dudzinski, the sole officers and directors of the
Company who collectively beneficially own 30,260,000 shares of common stock of
the Company, or approximately 45.4% of the outstanding Company common stock are
the sole officers and directors of AMCY and collectively beneficially own
48,270,000 shares of common stock of AMCY, or 59.5% of the outstanding AMCY
common stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
3.1 Certificate of Designation of Rights, Preferences and Privileges of
Series A Convertible Preferred Stock.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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