Item 3.02. Unregistered Sales of Equity Securities.
On December 30, 2021, Digipath, Inc. (the "Company") entered into an Exchange
Agreement with one of the Company's institutional investors (the "Investor"),
pursuant to which the Investor exchanged 278,000 shares of the Company's Series
A Preferred Stock for 278,000 shares of the Company's newly designated Series B
Preferred Stock ("Series B Preferred Stock"). The transaction was effected
pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
In addition, on December 30, 2021, the Investor purchased 55,600 shares of
Series B Preferred Stock at a price of $1.00 per share, resulting in gross
proceeds to the Company of $55,600. The transaction was effected pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506 of
regulation (b) promulgated thereunder.
The information set forth above is qualified in its entirety by reference to the
actual terms of the Exchange Agreement and the Purchase Agreement between the
Company and the Investor, forms of which have been filed as Exhibits 10.1 and
10.2, respectively, to this Current Report on Form 8-K, and which are
incorporated herein by reference.
Each share of Series B Preferred Stock has a Stated Value of $1.00 and is
convertible into Common Stock at a conversion price equal to $0.04. The
conversion price of the Series B Preferred Stock is subject to equitable
adjustment in the event of a stock split, stock dividend or similar event with
respect to the common stock. The foregoing description of the Series B Preferred
Stock is qualified in its entirety by reference to the actual terms of the
Certificate of Designation of the Series B Preferred Stock, which has been filed
as Exhibit 3.1 to this Current Report on Form 8-K, and which is incorporated
herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
Upon a liquidation or dissolution of the Company, holders of the Series B
Preferred Stock will be entitled to be paid, in preference to the holders of
Common Stock, $1.00 per share of Series B Preferred Stock.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 29, 2021, the Company filed the Certificate of Designation of the
Series B Preferred Stock with the Nevada Secretary of State establishing the
terms of the Series B Preferred Stock. The Certificate of Designation has been
filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3.1 Certificate of Designation of the Series B Preferred Stock of
Digipath, Inc., filed December 29, 2021.
Exhibit 10.1 Form of Exchange Agreement with respect to the exchange of Series
A Preferred Stock of Digipath Inc. for Series B Preferred Stock.
Exhibit 10.2 Form of Securities Purchase Agreement with respect to the Series B
Preferred Stock of Digipath Inc.
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