Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
· Number of Shares- The number of shares of Series B Preferred Stock authorized
shall be 51 shares.
· Stated Value- The stated value per share of the Series B Preferred Stock is
$0.001, as may be adjusted for any stock dividends, combinations or splits with respect to such shares.
· Dividends- Initially, there will be no dividends due or payable on the Series B
Preferred Stock. Any future terms with respect to dividends shall be determined by the Company's board of directors (the "Board") consistent with the Company's articles of incorporation. Any and all such future terms concerning dividends shall be reflected in all amendment to the Certificate of Designation, which the Board shall promptly file or cause to be filed.
· Liquidation Preference- Upon the occurrence of a liquidation event, the holders
of Series B Preferred Stock are entitled to receive net assets on a pro rata basis. Each holder of Series B Preferred Stock is entitled to receive ratably any dividends declared by the Board, out of funds legally available for the payment of dividends.
· Rank - All shares of the Series B Preferred Stock shall rank (i) senior to the
Company's common stock and any other class or series of capital stock of the Company hereafter created; (ii) pari passu with any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock; and (iii) junior to any class or series of capital stock of the Company hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company.
· Voting - Each one (1) share of the Series B Preferred Stock shall have voting
rights equal to (x) 0.019607 multiplied by the total issued and outstanding common stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of common stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Company's Certificate of Incorporation or bylaws.
This description of the Certificate of Designation is not complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Certificate of Designation, dated
July 9, 2014*