Broadside Enterprises Inc (PK) 뉴스 - BRSE | 주식 OTC 시장

Diluted turd bucket

Exact title and class of securities outstanding: Class A Preferred Stock
CUSIP (if applicable): n/a
Par or stated value: $.00001
Total shares authorized: 950,000 as of date: March 31, 2024
Total shares outstanding (if applicable): 923,000 as of date: March 31, 2024
Total number of shareholders of record
(if applicable): 3 as of date: March 31, 2024
Exact title and class of securities outstanding: Class B Preferred Stock
CUSIP (if applicable): n/a
Par or stated value: $.00001
Total shares authorized: 50,000 as of date: March 31, 2024
Total shares outstanding (if applicable): 43,000 as of date: March 31, 2024
Total number of shareholders of record
(if applicable): 1 as of date: March 31, 2024
Exact title and class of securities outstanding: Class C Preferred Stock
CUSIP (if applicable): n/a
Par or stated value: $.00001
Total shares authorized: 2,000,000 as of date: March 31, 2024
Total shares outstanding (if applicable): 1,092,403 as of date: March 31, 2024
Total number of shareholders of record
(if applicable): 44 as of date: March 31, 2024
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Security Description:

The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the
company. Please provide the below information for each class of the company’s equity securities, as applicable:

1. For common equity, describe any dividend, voting and preemption rights.

Our Common Stock ranks junior to our Class A Preferred Stock, our Class B Preferred Stock, and our Class C Preferred Stock. Each
share of Common Stock is entitled to 1 vote on all matters put to a vote of the Company’s stockholders and votes together with the
Class A Preferred Stock and the Class B Preferred Stock on all matters, except where required by law. Our Common Stock has no
preemption rights.

2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund
provisions.
As of March 31, 2024, Broadside Enterprises had three classes of preferred stock designated for issuance: Class A Preferred Stock,
Class B Preferred Stock, and Class C Preferred Stock.
On September 21, 2023, the Company filed amended and restated certificates of designation with the State of Delaware for both the
Class A Preferred Stock and the Class B Preferred Stock which aligned the conversion and voting rights for both classes. As of
September 21, 2023, each share of the Class A Preferred Stock and the Class B Preferred Stock is now convertible to 85 shares of
Common Stock and is entitled to 670 votes per share on all matters put to a vote of the Company’s stockholders and both the Class A
Preferred Stock and the Class B Preferred Stock vote together with the Common Stock on all matters, except where required by law.
Our Class B Preferred Stock ranks senior to our Class A Preferred Stock which ranks senior to our Common Stock.
Page 4
On December 19, 2023, the Company filed a certificate of designation for a new class of preferred stock, our Class C Preferred Stock,
with the State of Delaware to use as currency for acquisitions and future fundraising.
The Company designated 2,000,000 of its preferred shares as Class C Preferred Stock. The Class C Preferred Stock ranks senior to
the Company’s Class A Preferred Stock, its Class B Preferred Stock, its Common Stock and any future series or class of its common
or preferred stock as to the payment of dividends and has a $20.00 preference per share in the distribution of assets upon sale of the
Company or its assets, liquidation, dissolution or winding up.
The Preferred C Stock holders have no voting rights other than the right to approve by majority consent the issuance of (i) debt
convertible into equity securities of the Company, (ii) senior secured debt (excluding equipment and other asset financing in the
regular course of business not to exceed $500,000) and trade debt incurred in the ordinary course of business and due by its terms in
ninety (90) days or less, or (iii) any grants of shares of Common Stock as incentive stock or common stock options in any one
calendar year in excess of five percent (5%) of the fully diluted number of shares of the Corporation’s Common Stock then
outstanding.
The Preferred C Stock is redeemable in cash by the Company for forty percent (40%) of the liquidation preference for the Class C
Preferred Stock. The Company will give holders of the Class C Preferred Stock thirty (30) days prior written notice of the Company’s
exercise of its this right of redemption and holders of Class C Preferred may exercise their right to convert their Class C Preferred
until the last Business Day before the Redemption date to exercise their conversion.
Holders of the Class C Preferred Stock have the right, upon demand, to convert any or all their shares of Class C Preferred Stock into
two hundred (200) shares of fully paid and non-assessable shares of Common Stock for each share of Class C Preferred Stock.
In the event, the Company (i) lists its Common Stock on a major exchange (e.g. NYSE or Nasdaq), (ii) closes a concurrent or
subsequent financing of at least six million US dollars ($6,000,000), and (iii) has an effective registration statement covering issuance
of all conversion shares, then the Corporation may automatically convert any shares of Class C Preferred issued and outstanding into
two hundred (200) shares of fully paid and non-assessable shares of Common Stock for each share of Class C Preferred Stock.

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