Item 3.02 Unrecorded Sales of
We issued these preferred shares pursuant to Section 4(2) of the Securities Act of 1933. We were able to rely on this exemption as this issuance does not constitute a public offering of our shares.
As part of this show,
Section 3.03 Material Change in Rights of Securityholders.
Each Series A share entitles its holder to 10,000 votes on all matters submitted to shareholders of the common shares of the Company. A holder of Series A shares will vote with the holders of common shares as one class on all matters submitted to common shareholders.
Holders of Series A shares of the Company will not be entitled to receive any dividends paid on the common shares of the Company.
3. No Liquidation Preference.
Upon the liquidation, dissolution and liquidation of the Company, whether voluntary or involuntary, the holders of Series A Shares then outstanding will not be entitled to receive out of the assets of the Company, whether capital or earnings available for distribution, amounts which will otherwise be available and distributed to the holder of Ordinary Shares.
1 4. Conversion.
The Series A shares will not be convertible into common shares of the Company.
The purpose of creating the Series A shares is to ensure the continuity of our management in pursuing our business plan in the midst of dilution following the conversion of convertible promissory notes held by third-party lenders.
Item 9.01 Financial statements and supporting documents
Exhibit No. Description 99.1 Certificate of Designation 2
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