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4-Traders Homepage  >  Equities  >  OTC Bulletin Board - Other OTC  >  Pacific Health Care Organization Inc    PFHO

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PACIFIC HEALTH CARE ORGANIZATION, INC. (OTCMKTS:PFHO) Files An 8-K Entry into a Material Definitive Agreement

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11/22/2016 | 08:25pm CET
PACIFIC HEALTH CARE ORGANIZATION, INC. (OTCMKTS:PFHO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

The information contained in Item 3.02 and Item 5.03 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
On November 21, 2016, Pacific Health Care Organization, Inc. (the
Company) agreed to sell 1,000 restricted shares of its Series A
Preferred Stock to Tom Kubota, the Companys Chief Executive
Officer and Chairman of the Board, for $9,000. The shares of
Series A Preferred Stock will be issued following filing of the
Certificate of Designation of Rights, Privileges and Preferences
of the Series A Preferred Stock with the Utah Division of
Corporations Commercial Code. No underwriting discounts or
commissions were paid to any party in connection with this
transaction. The sale of Series A Preferred Stock to Mr. Kubota
was made without registration Section 4(a)(2) of the Securities
Act of 1933, as amended.
The Series A Preferred Stock is convertible to Common Stock of
the Company on a one-share for one-share basis, based on the
number of shares of Series A Preferred Stock converted and not
the number of votes represented by such converted shares of
Series A Preferred Stock. The Series A Preferred Stock is
convertible only by the holder thereof and is convertible at any
time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
The Articles of Incorporation of the Company, as amended,
authorize 5,000,000 shares of $0.001 par value preferred stock,
which may be issued in one or more series, with designation,
rights and privileges of such preferred stock to be set by the
Board of Directors of the Company from time to time. On
November 21, 2016, the Board of Directors of the Company
approved a Certificate of Designation of Rights, Privileges and
Preferences of Series A Preferred Stock and authorized the
Companys officers to file such with the Utah Division of
Corporations and Commercial Code to create the Series A
Preferred Stock.
The Series A Preferred Stock has a par value of $0.001 and
consists of 10,000 shares. The holders of Series A Preferred
Stock are entitled to vote with the Common Stock holders on all
matters brought for approval of the Common Stock holders. In
connection with any such matter, each outstanding share of
Series A Preferred Stock is entitled to 20,000 votes of Common
Stock of the Company.
In the event of a liquidation, dissolution or winding up of the
Company, the Series A Preferred Stock shall rank in parity with
the Companys Common Stock. Holders of Series A Preferred Stock
are entitled to receive dividends, when, as and if declared by
the Board of Directors. The Series A Preferred Stock shall rank
in parity with the Companys Common Stock as to any dividends.
<div id=""DSPFPageBreakArea""> <div id=""DSPFPageBreak"">
In the event that the Company (a) declares a dividend on its
Common Stock payable in Common Stock, (b) subdivides its
outstanding Common Stock (by forward split or otherwise) into a
greater number of shares of Common Stock, (c) combines its
outstanding Common Stock (by reverse split or otherwise) into a
smaller number of shares of Common Stock, or (d) issues any
shares of its capital stock in a reclassification of its Common
Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
or surviving corporation), the number of shares of Series A
Preferred Stock shall be adjusted on the same terms and
conditions as the Common Stock.
At any time, and from time to time, a holder of Series A
Preferred Stock has the right, but not the obligation to
convert all or any portion of his, her, or its shares of Series
A Preferred Stock into Common Stock on a one-share for
one-share basis, based on the number of shares of Series A
Preferred Stock converted, and not the number of votes
represented by the number of shares of Series A Preferred Stock
converted.
The description of the Certificate of Designation of Rights,
Privileges and Preferences of Series A Preferred Stock and the
rights, privileges and preferences of the Series A Preferred
Stock holders, are summaries only and are qualified in their
entirety by reference to the terms of the Certificate of
Designation of Rights, Privileges and Preferences of Series A
Preferred Stock, a copy of which is attached as Exhibit 3.01 to
the Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit Description
3.01
Certificate of Designation of Rights, Privileges and
Preferences of Series A Preferred Stock
<div id=""DSPFPageBreakArea""> <div id=""DSPFPageBreak"">


About PACIFIC HEALTH CARE ORGANIZATION, INC. (OTCMKTS:PFHO)

Pacific Health Care Organization, Inc. is a specialty workers’ compensation managed care company. The Company provides a range of services for self-administered employers, insurers, third party administrators, municipalities and others in the state of California. The Company, through its subsidiaries, provides workers’ compensation cost containment services, including healthcare organizations (HCOs), medical provider networks (MPNs), HCO + MPN, workers’ compensation carve-outs, utilization review (UR), medical bill review (MBR), nurse case management (NCM), network access and claims repricing, lien representation services and Medicare Set Aside (MSA). The HCOs are networks of healthcare professionals specializing in the treatment of workplace injuries and in back-to-work rehabilitation and training. The MPN is a network of healthcare professionals. Through IRC, it seeks to create legal agreements for the implementation of workers’ compensation carve-outs for California employers.

PACIFIC HEALTH CARE ORGANIZATION, INC. (OTCMKTS:PFHO) Recent Trading Information

PACIFIC HEALTH CARE ORGANIZATION, INC. (OTCMKTS:PFHO) closed its last trading session up +0.49 at 13.49 with 2,065 shares trading hands.

The post PACIFIC HEALTH CARE ORGANIZATION, INC. (OTCMKTS:PFHO) Files An 8-K Entry into a Material Definitive Agreement appeared first on Market Exclusive.

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Managers
NameTitle
Thomas T. Kubota Chairman, President & Chief Executive Officer
Fred U. Odaka Chief Financial Officer & Secretary
David Wang Independent Director
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