Item 1.01 Entry into a Material Definitive Agreement.
On
The closing occurred on
Pursuant to the terms of the Purchase Agreement, the Company shall reserve
39,089,529 shares of its authorized and unissued common stock, par value
Investor may not convert the Series C Preferred Stock to the extent that such conversion would result in beneficial ownership by Investor and its affiliates of more than 4.99% of the issued and outstanding Common Stock of the Company.
The Purchase Agreement contains certain representations, warranties, covenants and events of default. The Closing occurred following the satisfaction of customary closing conditions.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto.
Item 3.02 Unregistered Sales of
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual entity and the Company; and (f) the recipient of the securities is an accredited investor.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosures under Items 1.01 and 3.02 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.
On
Incorporation and Bylaws. The Certificate of Designation became effective with
the
The shares of Series C Preferred Stock have a stated value of
2
(22%) per annum. The shares of Series C Preferred Stock do not have voting rights, and rank: (a) senior with respect to dividend rights and rights of liquidation with the Common Stock and Series A Preferred Stock; (b) junior with respect to dividends and right of liquidation with respect to the Company's Series B Preferred Stock; and (c) junior with respect to dividends and right of liquidation to all existing indebtedness of the Company.
The Company may redeem the Series C Preferred Stock in accordance with the terms of the Certificate of Designation prior to the one hundred eightieth (180th ) day following the date of issuance of the Series C Preferred Stock.
The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 3.1 Series C Preferred Stock Certificate of Designation 10.1 Form of Securities Purchase Agreement 3
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