Item 1.01 Entry Into a Material Definitive Agreement
On
Item 3.02 Unregistered Sales of
See the discussion under Item 1.01 regarding the issuance of shares of our Series C Convertible Preferred Stock as described therein
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
The following is a summary of the powers, preferences, rights, qualifications and limitations of the Series C Convertible Preferred Stock. This summary is qualified in its entirety by reference to the certificate of designation authorizing the issuance of the Series C Convertible Preferred Stock and the certificate of correction thereto filed as Exhibits 3.01 and 3.02 to this report.
Stated Value: each share of Series C Convertible Preferred Stock (the "Series C
Preferred") has a stated value of
Dividends: Holders of the Series C Preferred shall have the right to receive
annual dividends on the Series C Preferred at the rate of 7% per annum of the
Stated Value of the Series C Preferred. Dividends from the date of issuance and
be paid annually, with the first payment date being
Liquidation preference: Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company's affairs, holders of Series C Preferred are entitled to be paid out of the Company's assets legally available for distribution to stockholders, after payment of or provision for the Company's debts and other liabilities, a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends.
Conversion at Option of Holder: Holders of Series C Preferred may elect at any
time to convert each Series C Preferred Share into such number of shares of
common stock as is equal to the Stated Value divided by
Voting rights: Holders of Series C Preferred will vote on an as-converted basis, together with holders of common stock, as a single class, on the election of directors and all other matters presented to stockholders, except for matters as to which under applicable law and the certificate of designation a class vote of the holders of the Series C Preferred is required, with the holders of the Series C Convertible Preferred Stock having eight votes for each share of common stock issuable upon conversion. Thus, as of the date hereof, the holders of the Series C Preferred Shares are entitled to 3,200,000,000 votes on all matters to be voted upon or acted upon by written consent by common stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.01 Certificate of Designation with respect to the Series C Convertible Preferred Stock 3.02 Certificate of Correction with respect to the Series C Convertible Preferred Stock
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