Item 3.02 Unregistered Sales of
On
The securities were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
On
Our Board of Directors voted to designate a class of preferred stock entitled
Series C Preferred Stock, consisting of up 10,000 shares, par value
The rights of the holders of Series C Preferred Stock are defined in the
relevant Certificate of Designation filed with the
Item 5.01 Change in Control
The information set forth in Items 3.02 and Item 3.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.01. The shares held by
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Items 3.02 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
1
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 3.1 Certificate of Designation for Series C Preferred Stock 2
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