Item 1.01. Entry into a Material Definitive Agreement
On
As previously disclosed in the Company's Current Report on Form 8-K filed with
the
On the Effective Date, the Company issued the 10,000,000 shares of Series A
Stock to Custodian, and in exchange, Custodian forgave the
The Debt Exchange Agreement and the transactions contemplated therein were subject to certain customary terms and conditions, and as inducement to enter to the Debt Exchange Agreement, each party made certain customary representations and warranties to the other party related to certain factual matters applicable to each party.
The foregoing description of the Debt Exchange Agreement is subject to, and qualified in its entirety by the Debt Exchange Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As previously disclosed in the Company's Current Report on Form 8-K filed with
the
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
1
Each share of Series A Stock is convertible at the option of the holder into the
Company's common stock, par value
? increase the number of authorized shares of Common Stock of the Company;
? complete a reverse split of the Common Stock; or
? take any other action or actions, whether pursuant to an amendment of the
Company's Articles of Incorporation or otherwise to ensure that a sufficient
number of authorized but unissued shares of Common Stock is available to permit
the conversion of all of the shares of Series A Stock into Common Stock.
A share of Series A Stock may be converted solely in full, and no fractional conversion of a share of Series A Stock may be completed. If, at any time when the Series A Stock is issued and outstanding, the Company's Common Stock is exchanged with another company's securities, or converted into another class of securities of the Company or any successor entity to the Company, whether by way of merger, reorganization, re-incorporation or otherwise, the Series A Stock will be convertible into those exchanged or converted securities on the same terms as if the Series A Stock was converting into Common Stock of the Company.
The holders of Series A Stock vote together with the holders of Common Stock, and each share of Series A Stock has a voting power equal to its number of conversion shares (i.e. 400 shares of Common Stock per share of Series A Stock).
The Series A Stock is entitled to participate in any dividends, distributions or payments to the holders of the Common Stock on an as-converted basis (i.e., assuming such conversion but without such conversion being required in order for such participation to occur) The Series A Stock does not have any liquidation preferences but otherwise participates in any distributions to the holders of the Common Stock on the same basis as such Common Stockholders. Shares of Series A Stock may be redeemed by the Company only with the prior written consent of the Series A Holder holding the applicable shares of Series A Stock.
The Company may not amend or repeal any provisions of the Articles of Amendment for the Series A Stock, the Articles or the Bylaws of the Company which would adversely affect the rights or obligations of the Series A Holders with respect to the Series A Stock without the prior written consent of Series A Holders holding a majority of the Series A Stock then issued and outstanding.
The foregoing description of the Articles of Amendment is subject to, and qualified in its entirety by the Form of Articles of Amendment attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits The following exhibits are filed or furnished with this Current Report on Form 8-K: Exhibit No. Description 3.1 Form of Articles of Amendment to Articles of Incorporation of the Company for the designation of Series A Convertible Preferred Stock. 10.1 Debt Exchange Agreement datedMay 24, 2021 . 2
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