Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 8, 2021, the Company filed with the Secretary of State of Nevada a
fifth amended and restated designation regarding its Series C Convertible
Preferred Stock (the "Fifth Amended and Restated Designation"), which amended
the Designations to provide that holders of the Series C Preferred Shares are
permitted to vote together with holders of common stock on all matters other
than election of directors and shareholder proposals, on an as-if converted
basis but subject to the beneficial ownership limitation in the Designations.
The Company was obligated to make the aforementioned amendment pursuant to the
terms of the agreement the Company signed with certain holders of the Series C
Preferred Stock on or about October 9, 2021, which was disclosed by the Company
in its Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 13, 2021.
The foregoing description of the Fifth Amended and Restated Designation, and its
contents are qualified in their entirety by the full text of the Certificate of
Amendment, which is filed as Exhibit 3.1 to, and incorporated by reference in,
this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Certificate of Amendment to Designation of Series C Preferred Stock,
dated November 8, 2021
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
2
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