Item 1.01 Entry into a Material Definitive Agreement.
The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.4.
Item 3.02 Unregistered Sales of
In connection with the Exchange Agreement, the information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The Preferred Stock issued to
In addition to the issuance of the Preferred Stock, Messrs. Brandt, Hunt and Hagen are each entitled to monthly compensation of
Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
The Series A Stock is convertible at any time at the option of the holder into shares of common stock at a conversion ratio of 200 shares of common stock for each share of Series A Stock, subject to adjustment in the case of stock splits, stock dividends, combination of shares and similar transactions and in the case of a business combination, including a merger, share exchange or consolidation of the Company with any other company or entity or the sale or other disposition of the Company's assets.
The Series A Stock ranks junior to the Series B and Series C preferred stock and pari passu (on an as converted basis) with the common stock of the Company upon liquidation, dissolution or winding-up of the Company.
2 - Voting
A holder of Series A Stock shall be entitled to the number of votes per share equal to the number of shares of common stock into which such Series A Stock is convertible. The holders of Series A Stock shall vote on an as converted basis together with the holders of common stock as a single class on all matters presented to stockholders.
Restriction on Transferability
Any or all shares of Series A Stock issued may not be sold, transferred or disposed of in any way, directly or indirectly (a "Transfer"), without first notifying and offering such shares to the other stockholders of the Series A Stock at the same price and upon the same terms and conditions as such shares are proposed to be Transferred to an unaffiliated bona fide third party.
The consent of the entire Board of Directors of the Company is required for the issuance of any additional Series A Stock.
The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirely by reference to the Certificate of Designation which is filed as Exhibit 3.4 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.4 Certificate of Designation of Series A Convertible Preferred Stock 10.4 Exchange Agreement 3 -