Item 3.02 Unregistered Sale of Equity Securities.
On May 26, 2020, Anchorage International Holdings Corp. (the "Company") sold
811,020,000 shares of its common stock, par value $0.00001 per share (the
"Common Shares") to David Lazar, for a total purchase price of $8,110.20. Mr.
Lazar paid for the Common Shares by forgiving $8,110.20 in debt owed to him by
the Company. The Company claims an exemption from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act"), for the
private placement of the Common Shares, pursuant to Section 4(a)(2) of the
Securities Act and Regulation D promulgated thereunder because, among other
things, the transactions did not involve a public offering.
On May 28, 2020, the Company sold 10,000,000 shares of its Series A Convertible
Preferred Stock, par value $0.00001 per share (the "Preferred Shares") to David
Lazar, for a total purchase price of $8,110.20. Mr. Lazar paid for the Preferred
Shares by forgiving $100.00 in debt owed to him by the Company. See Item 3.03 of
this Current Report on Form 8-K for a description of the voting and conversion
rights of the Preferred Shares. The Company claims an exemption from the
registration requirements of the Securities Act, for the private placement of
the Preferred Shares, pursuant to Section 4(a)(2) of the Securities Act and
Regulation D promulgated thereunder because, among other things, the
transactions did not involve a public offering.
A copy of each agreement for the purchase of shares described herein is filed
with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and each
are incorporated herein by reference, and the foregoing description of the
agreements is qualified in its entirety by reference thereto.
Item 3.03 Material Modification to Rights of Security Holders.
On May 27, 2020, the Company filed a Certificate of Designation with the
Delaware Secretary of State, designating 10,000,000 shares of preferred stock as
"Series A Convertible Preferred Stock" (the "Series A"). The Series A converts
to common stock of the company at a ratio of 650 shares of common stock for each
share of Series A being converted, and the conversion ratio is unaltered in the
event of any increase or decrease in the number of issued shares of common stock
of the Company resulting from a stock split, reverse stock split, stock
dividend, combination, recapitalization or reclassification of the common stock,
or any other increase or decrease in the number of issued shares of common stock
effected without receipt of consideration by the Company. The Series A is
entitled to vote alongside the common stock at the same ratio as the conversion
ratio described in this Item 3.03.
A copy of the Certificate of Designation is filed with this Current Report on
Form 8-K as Exhibit 3.1 and is incorporated herein by reference, and the
foregoing description of the Certificate of Designation is qualified in its
entirety by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. DESCRIPTION
3.1 Certificate of Designation of Series A Convertible Preferred
Stock, filed May 27, 2020.
10.1 Stock Purchase Agreement, dated May 26, 2020, by and between the
Company and David Lazar.
10.2 Stock Purchase Agreement, dated May 28, 2020, by and between the
Company and David Lazar.
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