Item 3.02 Unregistered Sale of Equity Securities.
On April 15, 2021 Gridiron BioNutrients, Inc. (the "Company") issued Calvary
Fund I LP ("Calvary Fund") 2,694,514 shares of its Series B Convertible
Preferred Stock (the "Series B Preferred") upon the closing of the Exchange
Agreement as described in Item 8.01 of this report. Calvary Fund is an
accredited investor and the issuance was exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act") in reliance on
exemptions provided pursuant to Section 3(a)(9) of the Securities Act.
Item 5.03 Amendments to the Articles of Incorporation of Bylaws; Change in Fiscal
On April 12, 2021 the Company filed a Certificate of Designation with the
Secretary of State of Nevada designating a new series of preferred stock,
consisting of 2,964,514 share, as Series B Preferred. The designations, rights
and preferences of the Series B were previously summarized in the Company's
Current Report on Form 8-K as filed with the Securities and Exchange Commission
on April 12, 2021 (the "April 12, 2021 8-K") which such description is
incorporated herein by such reference. A copy of the file stamped Certificate of
Designation is filed as Exhibit 3.18 to this report and incorporated herein.
Item 8.01 Other Events.
On April 15, 2021, following the satisfaction of all closing conditions set
forth therein, the transactions contemplated by the Exchange Agreement dated
April 9, 2021 by and between the Company and Calvary Fund (the "Exchange
Agreement") closed. As previously contemplated in the April 12, 2021 8-K, at
closing the Company issued Calvary Fund 2,694,514 shares of its Series B
Preferred in exchange for (i) 8,480,000 shares of its Series A Convertible
Preferred Stock (the "Series A Preferred"), (ii) outstanding common stock
purchase warrants (the "Warrants"), and (iii) all principal and accrued interest
due under outstanding convertible promissory notes (the "Convertible Notes", and
together with the Series A Preferred and the Warrants, the "Calvary
Securities"). At closing, the Calvary Securities were cancelled and retired.
The Company expects to file a Certificate of Withdrawal of the Certificate of
Designation of the Series A Preferred with the Secretary of State of Nevada
which will return those shares to the status of authorized but undesignated
shares of blank check preferred stock.
Item 9.01 Financial Statements and Exhibits.
Incorporated by Reference Filed or
No. Exhibit Description Form Date Filed Number Herewith
3.18 Certificate of Designation for Filed
the Series B Convertible Preferred
Stock as filed with the Secretary
of State of Nevada on April 12,
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