Item 1.01 Entry into a Material Definitive Agreement.
Offering of Series1A Convertible Preferred Stock - Second Tranche Closing
As previously disclosed, on
The Company sold 2,000 shares of Series 1A Preferred Stock to Crowdex in
exchange for
As previously disclosed, on
On
On
Pursuant to the Series 1A Tranche 2 SPA, the Company sold 2,500 shares of Series
1A Preferred Stock to TubeSolar and received
There are no registration rights applicable to the Series 1A Preferred Stock.
Following the Second Tranche closing, the Company has 3,800 shares of Series 1A
Preferred Stock outstanding. As previously reported, in
Terms of the Series 1A Preferred Stock
In
Rank
The Certificate of Designation provides that the Series 1A Preferred Stock ranks senior to the common stock with respect to dividends and rights upon liquidation.
Dividends
Holders of the Series 1A Preferred Stock will not be entitled to any fixed rate of dividends. If the Company pays a dividend or otherwise makes a distribution or distributions payable on shares of Common Stock, then the Company shall pay such dividend or make such distribution to the holders of the Series 1A Preferred Stock in such amounts as each share of Series 1A Preferred Stock would have been entitled to receive if such share of Series 1A Preferred Stock was converted into shares of Common Stock at the time of payment of such stock dividend or distribution.
Conversion Rights
Shares of the Series 1A Preferred Stock will be convertible at the option of the
holder into common stock at a fixed conversion price equal to
Redemption
There is no scheduled or mandatory redemption for the Series 1A Preferred Stock. There is no redemption for the Series 1A Preferred Stock exercisable (i) at the option of the Investor, or (ii) at the option of the Company.
Liquidation Value
Upon our liquidation, dissolution or winding up, holders of Series 1A Preferred
Stock will be entitled to be paid out of our assets, prior to the holders of our
common stock, an amount equal to
Voting Rights
On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series 1A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the outstanding shares of Series 1A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Series 1A Preferred Stock, holders of Series 1A Preferred Stock shall vote together with the holders of Common Stock as a single class and on an as-converted to Common Stock basis.
The Series 1A Preferred Stock is convertible into shares of Common Stock at a
conversion price of
Pursuant to the conversion and voting terms of the Series 1A Preferred Stock described above, Crowdex (as the current holder of 1,300 shares of Series 1A Preferred Stock and 12 billion shares of Common Stock) and Tube (as the current holder of 2,500 shares of Series 1A Preferred Stock) each would be entitled to cast 25 billion votes on any matter to be considered by stock holders for approval at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting). The Company has approximately 18.1 billion shares of Common Stock currently outstanding. Accordingly, each of Crowdex and Tube currently would be able to cast approximately 45% of the votes entitled to vote at any meeting of stockholders of the Company (or written consent of stockholders in lieu of meeting). Crowdex and Tube, therefore, currently will be able to exert significant influence on all matters requiring stockholder approval, including the election of directors and other significant corporate transactions.
* * * * * *
The foregoing description of the Series 1A Preferred Stock and related securities purchase agreements is a summary and is qualified in its entirety by reference to the documents attached hereto as Exhibits, which documents are incorporated herein by reference.
Item 3.02 Unregistered Sales of
All of the securities described in this Current Report on Form 8-K were or will be offered and sold in reliance upon exemptions from registration pursuant to Sections 3(a)(9) and 4(a)(2) under the Securities Act of 1933, as amended ("Securities Act"), and Rule 506 of Regulation D promulgated thereunder. The offerings were made to "accredited investors" (as defined by Rule 501 under the Securities Act).
Item 5.01 Changes in Control of Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 3.1 Certificate of Designations of Preferences, Rights and Limitations of Series 1A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filedSeptember 30, 2020 ) 10.1 Amendment to Series 1A Securities Purchase Agreement datedDecember 31, 2020 10.2 Tranche 2 Series 1A Securities Purchase Agreement datedJanuary 4, 2021
© Edgar Online, source