ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
1. Pursuant to the terms of the Fifth Amendment, and as full and total
consideration for the Assignment and in addition to the assumption of the New LOI and the assumption of the Assigned Debt (both terms as defined in the Assignment), the option granted to LAHO pertaining to the issuance of the Company's Series C Preferred Stock was terminated and replaced with a cash payment as consideration, upon the following terms:
a. The Company pay LAHO, by delivery in escrow, an amount equal to USD
("Cash Payment"), which Cash Payment shall be used by LAHO for the repurchase of all of its shares of common stock from its common stockholders.
The foregoing information is a summary of the Fifth Amendment described above, is not complete, and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and to be reviewed for a complete understanding of the terms and conditions of the transaction described above.
On
a. 1,000,000 shares of the Company's Series AA Super Voting Preferred Stock;
b. 8,974 shares of the Company's Series DD Convertible Preferred Stock; and
c. An amount equal to USD
terms of the New LOI and Assignment. 1
The closing of the SPA shall occur no later than
The foregoing information is a summary of the SPA described above, is not complete, and is qualified in its entirety by reference to the full text of the SPA, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and to be reviewed for a complete understanding of the terms and conditions of the transaction described above.
Item 3.02 Unregistered Sales of
To the extent required by Item 3.02 of Form 8-K, the information set forth in Items 1.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
To the extent required by Item 3.03 of Form 8-K, the information provided in response to Item 1.01 and Item 5.03 of this report is incorporated by reference into this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company shall enter into an employment agreement with
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On
Under the terms of the Amendment to the Series AA, Article 5 thereof has been replaced in its entirety and henceforthwith reads as follows:
5. Protection provisions of Series AA Super Voting Preferred Stock. The affirmative unanimous vote at a meeting duly called for such purpose, or written consent without a meeting, of all of the Holders of all of the then outstanding shares of Series AA Super Voting Preferred Stock shall be required for (i) any change to the Corporation's Articles of Incorporation that would amend, alter, change or repeal any of the number of authorized shares, voting powers, preferences, limitations or relative rights of the Series AA Super Voting Preferred Stock, (ii) any issuance of additional shares of Series AA Super Voting Preferred Stock, (iii) any change of control, voting control or directors, and (v) any delisting or uplisting of the Corporation's Common Stock.
2
The foregoing information is a summary of the Series AA Preferences. The Series AA Preferences described above, is not complete, and is qualified in its entirety by reference to the full text of the Series AA Preferences attached as Exhibit 3.1, to this Current Report on Form 8-K.
On
Under the terms of the Amendment to the Series DD, Articles III(a) and IX were replaced in their entirety and henceforthwith read as follows:
III(a) Conversion. All of the holders as a group may convert all of the shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 3.17 (Conversion Price").
IX. Protection Provisions. So long as any Series DD Convertible Preferred Stock
are outstanding, the Company shall not, without first obtaining the unanimous
approval of all of the holders: (a) alter or change the rights, preferences or
privileges of the Series DD Convertible Preferred Stock; (b) alter or change the
rights, preferences or privileges of any capital stock of the Company so as to
affect adversely the Series DD Convertible Preferred Stock; (c) create any
The foregoing information is a summary of the Series DD Preferences. The Series DD Preferences described above, is not complete, and is qualified in its entirety by reference to the full text of the Series DD Preferences attached as Exhibit 3.2, to this Current Report on Form 8-K.
3
ITEM 7.01 REGULATION FD DISCLOSURE.
On
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements
The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Preferences of Series AA Super Voting Preferred Stock 3.2 Preferences of Series DD Convertible Preferred Stock Fifth Post Closing Amendment to the Assignment and Assumption 10.1 Agreement, datedJune 22, 2021 10.2 Stock Purchase Agreement, datedJune 22, 2021 99.1 Press Release, datedJune 24, 2021 4
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