Item 3.03 Material Modification of Rights of Security
Holders
On
August 3, 2017, pursuant to Article III of our Articles of
Incorporation, our Board of Directors voted to designate a class of
preferred stock entitled Series B Preferred Stock, consisting of up
to eight thousand (8,000) shares, par value $0.001. Under the
Certificate of Designation, holders of Series B Preferred Stock
will participate on an equal basis per-share with holders of our
common stock and Series A Preferred Stock in any distribution upon
winding up, dissolution, or liquidation. Holders of Series B
Preferred Stock are entitled to convert each share of Series B
Preferred Stock into one hundred thousand (100,000) shares of
common stock. The conversion rate shall not adjust with any
combination or reserve split of our outstanding common stock.
Holders of Series B Preferred Stock are not entitled to vote,
except as it pertains to amendments of the Certificate of
Designation, or to receive dividends. Each share of Series B
Preferred Stock shall have anti-dilution protection such that any
issuance of common stock shall result in an equal number of shares
issued to holders of Series B Preferred Stock.
The
rights of the holders of Series B Preferred Stock are defined in
the relevant Certificate of Designation filed with the Nevada
Secretary of State on August 3, 2014, attached hereto as Exhibit
3.1, and is incorporated by reference herein.
On
August 3 2017, pursuant to Article III of our Articles of
Incorporation, our Board of Directors voted to designate a class of
preferred stock entitled Series C Preferred Stock, consisting of up
to one thousand (1,000) shares, par value $0.001. Under the
Certificate of Designation, holders of Series C Preferred Stock
will participate on an equal basis per-share with holders of our
common stock, Series A Preferred Stock and Series B Preferred Stock
in any distribution upon winding up, dissolution, or liquidation.
Holders of Series C Preferred Stock are entitled to convert each
share of Series C Preferred Stock into fifty thousand (50,000)
shares of common stock. The conversion rate shall not adjust with
any combination or reserve split of our outstanding common stock.
Holders of Series C Preferred Stock are not entitled to vote,
except as it pertains to amendments of the Certificate of
Designation, or to receive dividends.
The
rights of the holders of Series C Preferred Stock are defined in
the relevant Certificate of Designation filed with the Nevada
Secretary of State on August 3, 2017, attached hereto as Exhibit
3.2, and is incorporated by reference herein.
On
August 3 2017, pursuant to Article III of our Articles of
Incorporation, our Board of Directors voted to designate a class of
preferred stock entitled Series D Preferred Stock, consisting of up
to one million (1,000,000) shares, par value $0.001. Under the
Certificate of Designation, holders of Series D Preferred Stock
will participate on an equal basis per-share with holders of our
common stock, Series A Preferred Stock, Series B Preferred Stock
and Series C Preferred Stock in any distribution upon winding up,
dissolution, or liquidation. At any time before or on 12 months
from issuance, Holders of Series D Preferred Stock are entitled to
convert each share of Series D Preferred Stock into shares of
common stock at 20% of the closing price of our common stock,
provided that the closing price is at least $3.00 per share. At any
time after 12 months from issuance, Holders of Series D Preferred
Stock are entitled to convert each share of Series D Preferred
Stock into shares of common stock at 20% of the closing price of
our common stock or, alternatively, into a convertible promissory
note which shall accrue interest at 10% per annum and shall be
convertible into our shares of common stock at 20% of the closing
price of our common stock. If not sooner converted as provided
above, at two years from issuance, we are required to redeem all
outstanding shares of Series D Preferred Stock by paying the
holders 115% of the stated value of their shares. We may also
exercise this right of redemption before two years in our sole
discretion. Holders of Series D Preferred Stock are not entitled to
vote, except as it pertains to amendments of the Certificate of
Designation, or to receive dividends.
The
rights of the holders of Series D Preferred Stock are defined in
the relevant Certificate of Designation filed with the Nevada
Secretary of State on August 3, 2017, attached hereto as Exhibit
3.3, and is incorporated by reference herein.