Item 3.03 - Material Modification to Rights of Security Holders.
Series D, Series E and Series G Preferred Stock
On October 16, 2019, Natur International
Corp. (“Company”) filed Certificates of Amendment to its Certificate of Incorporation to create 15,789.473 shares of
Series D Preferred Stock (“Series D Preferred Stock”), 56,423.386 shares of Series E Preferred Stock (“Series
E Preferred Stock”), and 58,736.843 shares of Series G Preferred Stock (“Series G Preferred Stock”). These were
created in connection with the sale of preferred stock and warrants for an aggregate purchase price of approximately $3,153,000.
The three classes of Preferred Stock have
no voting rights, except as provided by law. The liquidation preference of each class is based on the purchase price of the shares
of that particular class, and is subordinate to prior issued, outstanding series of preferred stock and in preference to subsequent
issued series of preferred stock. Each of the three series of Preferred Stock is convertible into shares of common stock at the
option of the holder until December 31, 2021, and if not then converted will automatically convert into common stock on December
31, 2021. The conversion rate is subject to typical anti-dilution rights for stock splits and reorganizations. The total number
of shares into which the three classes of Preferred Stock may be converted is 130,949,703.
In conjunction with the sale of the three
classes of Preferred Stock, the Company also sold warrants to purchase an aggregate of 130,949,703 additional shares of common
stock from time to time.
Only the shares of common stock underlying
the Preferred Stock and warrants sold to the holder of the Series G Preferred Stock were granted registration rights in connection
with their purchase of the Company securities.
Series F Preferred Stock
On October 16, 2019, the Company also filed a Certificate
of Amendment to its Certificate of Incorporation to create 49,342.105 shares of Series F Preferred Stock (“Series F Preferred
Stock”).
The Series F Stock does not have any dividend
rights, a liquidation preference per share of $30.40, payable after satisfaction of the liquidation preference of prior issued,
outstanding preferred stock of the Company, the right to vote with the common stock on an as converted basis, and optional conversion
rights. The Series F Stock also has the right to vote as a separate class as provided by law. It is mandatorily convertible
if at any time (a) the closing price of the Company’s common stock on the trading market for the common stock exceeds $0.0608
(such dollar amount subject to appropriate adjustment in the event of an adjustment of the conversion ratio of the Series F Preferred
Stock) and (b) the dollar value of the common stock traded on the Eligible Market (as defined) exceeds $200,000, provided that
at such time there is a sufficient amount of authorized but unissued Common Stock available to be issued upon conversion in full
of all the shares of Series F Preferred Stock. The Company will reimburse the holder for any buy-in penalties if it fails to timely
deliver the shares of common stock upon conversion.
The foregoing is only a brief description
of the respective material terms of the classes of preferred stock, and is qualified in its entirety by reference to those documents
filed as Exhibits 3.1, 3.2, 3.3, and 3.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
