UNITED STATES
SECURITIES AND  EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 29, 2014

LIVEWIRE ERGOGENICS, INC.

(Exact name of registrant as specified in its charter)
 
 
 Nevada 000-54588 26-1212244
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation)   Identification No.)
     
 
1115 W Collins Ave. Orange CA 92867
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (714) 940-0155


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
1
 
 
Item 3.02 Unregistered Sales of Equity Securities

On January 31, 2014 LiveWire Ergogenics, Inc. (the “Company”) issued 75 shares of Series C Preferred Stock to its Chief Executive Officer, Bill Hodson (the “Executive”) in exchange for $15,000 owed to the Executive by the Company (see Item 3.03 for a description of the Series C Preferred Stock).

On February 3, 2014 the Company issued 1,000,000 shares of Series A Common Stock to its Chief Executive Officer, Bill Hodson (the “Executive”) in exchange for $25,000 owed to the Executive by the company (see Item 3.03 for a description of the Series A Common Stock).

On February 6, 2014 the Company issued 1,000,000 restricted shares of regular Common Stock to Bill Hodson pursuant to his right to convert the 1,000,000 shares of Series A Common Stock owned by Mr. Hodson into regular Common Stock. Following the conversion the Series A Common Stock is no longer outstanding.

Item 3.03 Material Modification to Rights of Security Holders

Effective January 29, 2014 the Company amended its Series B Preferred Stock designation in order to permit the issuance of junior Preferred Stock which have enhanced or “super-majority” voting rights. The amendment was approved by the holders of the Series B Preferred Stock. The amended Series B Preferred Stock designation is attached hereto as Exhibit 10.1.

Effective January 29, 2014 the Board of Directors authorized the creation of 75 shares of a new Series C convertible preferred stock (the “Series C Preferred Stock”) (see also Item 3.02 regarding issuance of the Series C Preferred Stock). Each share of Series C Preferred has the right to convert into 8,000 shares of the Company’s common stock and have a liquidation preference of $200. Additionally, the Series C Preferred is allowed to cast a vote, on all matters that the Company's shareholders are permitted to vote upon, equal to .7% of all outstanding securities that are eligible to vote at the time of such shareholder action for each share of Series C Preferred (.7% X 75 shares = 52.5% of total vote). The Series C Preferred Stock designation is attached hereto as Exhibit 10.2.

Effective February 3, 2014 the Board of Directors recommended, and the Company’s shareholders approved by written consent, the creation of 1,000,000 shares of Series A Common Stock. Each share of Series A Common Stock is entitled to convert into one (1) share of regular common stock at any time at the option of the holder and to cast two hundred (200) votes on all matters as to which holders of the common stock, voting together as a class, are entitled to vote (see also Item 3.02 regarding issuance of Series A Common Stock).

On February 6, 2014 Bill Hodson converted his 1,000,000 shares of Series A Common Stock into 1,000,000 shares of regular Common Stock. Following the conversion the Series A Common Stock is no longer outstanding.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 3.03 above, pursuant to Article Eight of the Company’s Articles of Incorporation, the Company’s Board of Directors authorized the creation of up to 75 shares of Series C Preferred Stock, each share having the rights, privileges and preferences outlined below:
 
●   Par value $.0001 per share.
●   Liquidation preference of $200.00 per share.
●   Senior to the common stock.
 
 
2
 
 
●   Voting rights per share equal to .7% of all outstanding securities that are eligible to vote at the time of such shareholder action for each share of Series C Preferred (.7% X 75 shares = 52.5% of total vote).
●   Each share is convertible into 8,000 shares of common stock, subject to a proportionate adjustment (either up or down) upon the common stock undergoing a reverse split, stock split, reclassification, recapitalization, reduction of capital stock, subdivision or otherwise.
●   No annual dividend is required to be paid on the Series C Preferred Stock.
 
Effective February 3, 2014, Article Eight of the Company’s Articles of Incorporation was amended to divide the class of common stock into 99,000,000 shares of regular Common Stock and 1,000,000 shares of Series A Common Stock (the “First Amendment”). The Series A Common Stock will have 200 votes per shares and each share is convertible into one (1) share of regular Common Stock at the option of the holder.

Effective February 3, 2014, following the enactment of the First Amendment, Article Eight of the Company’s Articles of Incorporation was amended to (i) increase the authorized common stock from 100,000,000 shares to150,000,000 shares, and (ii) to permit the holders of the Corporation’s outstanding Preferred Stock voting together as a class to effect a change in the number of authorized shares of regular Common Stock or Series A Common Stock by amending the Articles of Incorporation without the affirmative vote, either separately or as a class, of the holders of regular Common Stock and Series A Common Stock.
 
The following Exhibits are attached hereto.
 
Exhibit    
Number   Description
     
10.1   Amended Certificate of Designation for the Series B Preferred Stock.
     
10.2   Certificate of Designation for the Series C Preferred Stock.
 
 
3
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
  LIVEWIRE ERGOGENICS, INC  
       
Date: February 6, 2014
By:
/s/ Bill Hodson  
    Bill Hodson  
    Chief Executive Officer  
       


 
4
EXHIBIT 10.2

AMENDMENT
to
CERTIFICATE OF DESIGNATION
of
SERIES B PREFERRED STOCK
of
LIVEWIRE ERGOGENICS, INC.

LiveWire Ergogenics, Inc., a corporation organized and existing under the Nevada Revised Statutes of the State of Nevada (the "Corporation"),

DOES HEREBY CERTIFY:

THAT, pursuant to the authority conferred upon the board of directors by the Certificate of Incorporation of this Corporation and NRS 78.1955; the board of directors has duly adopted the following resolution:

RESOLVED, that, pursuant to the authority expressly granted to and vested in the board of directors of this Corporation by the provisions of its Certificate of Incorporation, the board of directors hereby amends the Certificate of Designation, filed with the Nevada Secretary of State (the “Secretary”) on October 21, 2013 (document # 20130686271-86), which created the Corporation’s Series B Preferred Stock.
 
1.  
The powers, preferences and rights granted to the Series B Preferred Stock or the holders thereof shall be as set forth below and such powers, preferences and rights shall amend, supersede and replace those powers, preferences and rights set forth in the (unamended) Series B Preferred Stock Certificate of Designation filed with the Secretary on October 21, 2013;

The powers, preferences and rights granted to the Series B Preferred Stock (as defined below) or the holders thereof are as follows:

Designation and Rank . The series of Preferred Stock being designated hereunder shall be the "Series B Preferred Stock" (the "Series B Preferred Stock") and shall consist of One Hundred Fifty Thousand (150,000) shares. The Series B Preferred Stock shall be senior to the common stock and all other series of Preferred Stock that may be later authorized in right of payment of dividends and in right of payment upon the liquidation, dissolution or winding up of the Corporation pursuant to which the Series B Preferred Stock shall have a liquidation preference of $1.00 per share. Notwithstanding the foregoing or anything to the contrary contained in this Series B Preferred Stock Designation, as amended, the Corporation shall not need the consent of the holders of the Series B Preferred Stock in order to issue series of junior Preferred Stock which have enhanced or “super-majority” voting rights and nothing contained herein shall be construed as preventing the Corporation from issuing such Preferred Stock.
 
 
1
 
 
Voting, Liquidation, Dividends, and Redemption .  Each outstanding share of Series B Preferred Stock shall vote with the common stock and other Preferred Stock, if any, on all matters. The shares of Series B Preferred Stock shall (i) have a liquidation preference of $1.00 per share; (ii) accrue, earn, or participate in any dividends on the common stock; and (iii) shall be subject to redemption by the Corporation prior to December 31, 2014 at a fixed redemption price of $1.10 per share.

Conversion . After March 31, 2014, each outstanding share of Series B Preferred Stock may be converted, at the option of the owner, into common stock using a conversion formula that delivers common stock worth $1.25 for every share of Series B converted. The owner shall provide a written Notice of Conversion that specifies the amount of Series B Preferred Stock to be converted into common stock and the lowest closing bid price of the Corporation's common stock during the preceding 10 trading days.  For example, if the closing bid price of the Corporation's common stock is $.25 per share on the Conversion Notice, then the Corporation shall issue 5 shares of its common stock for each share of Series B Preferred being converted.  If the Corporation fails to issue and deliver the common stock within 4 business days after receipt of a Conversion Notice, then the Corporation shall pay liquidated damages of $1,000 per day to each owner that submitted a Conversion Notice. The Corporation shall reserve 15,000,000 shares of its common stock for issuance upon receipt of a Conversion Notice. The Corporation shall use its best efforts and take all necessary and proper actions to insure that its shareholders can use the safe harbor from registration known as Rule 144 to resell shares of the Corporation's common stock.

Limitation on Conversion . In no event (except while there is outstanding a tender offer for any or all of the shares of the Company's Common Stock) shall the owner be entitled to convert any shares of Series B Preferred Stock to the extent that, after such conversion the sum of
(1) the number of shares of Common Stock then beneficially owned by the owner and its affiliates, and (2) the number of shares of Common Stock issuable upon the conversion of the shares of Series B Preferred Stock with respect to which the determination of this proviso is being made, would result in beneficial ownership by the owner and its affiliates of more than 9.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the owner upon such conversion). For purposes of the proviso to the preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Nothing herein shall preclude the owner from disposing of a sufficient number of other shares of Common Stock beneficially owned by the owner so as to thereafter permit the continued conversion of shares of Series B Preferred Stock.



2
EXHIBIT 10.2

CERTIFICATE OF DESIGNATION
of
SERIES C PREFERRED STOCK
Of
Livewire Ergogenics, Inc.

LiveWire Ergogenics, Inc., a corporation organized and existing under the Nevada Revised Statutes of the State of Nevada (the "Corporation"),

DOES HEREBY CERTIFY:

THAT, pursuant to the authority conferred upon the board of directors by the Certificate of Incorporation (as amended) of this Corporation and NRS 78.1955; the board of directors has duly adopted the following resolution:

RESOLVED, that, pursuant to the authority expressly granted to and vested in the board of directors of this Corporation by the provisions of its Certificate of Incorporation, the board of directors hereby creates a series of Preferred Stock to consist of 75 of the 10,000,000 shares of Preferred Stock, $.0001 par value per share, which this Corporation now has authority to issue, and hereby does issue to Bill Hodson such shares, and the board of directors hereby fixes the designation, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of the shares of such series (in addition to the designation, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation of this Corporation which are applicable to Preferred Stock of all series) as follows:

1.            Designation.   The distinctive designation of such series shall be the Series C Preferred Stock (the “Series C Preferred Stock”).

2.            Number of Shares.   The number of shares, which shall constitute such series, shall be 75 shares, which number may not be increased or decreased in part without the prior written consent of a majority of the outstanding Series C Preferred Stock.

3.            Dividends.

(a)           The Corporation shall not be required to pay any dividend on the Series C Preferred Stock. However, so long as the Series C Preferred is outstanding, no dividends whatever shall be paid or declared, nor shall any distribution be made, on any Junior Stock, other than a dividend or distribution payable in Junior Stock or warrants or other rights to purchase Junior Stock, without the prior written consent of a majority of the outstanding Series C Preferred Stock.


4.            Liquidation Rights.   Series C Preferred Stock shall be preferred as to assets over Junior Stock so that, in the event of the voluntary or involuntary liquidation, dissolution or winding up of this Corporation, the holder(s) of Series C Preferred Stock shall be entitled to have set apart or to be paid out of assets of this Corporation, an amount in cash equal to, but in no event more than, $200.00 per share. If, upon such liquidation, dissolution or winding up of this Corporation, the assets of this Corporation available for distribution to the holders of its capital stock shall be insufficient to permit the distribution in full of the amounts receivable by the holder(s) of Series C Preferred Stock, then all such remaining assets of this Corporation shall be distributed to the holder(s) of the Series C Preferred Stock. Neither the consolidation nor merger of this corporation shall be deemed to be a liquidation, dissolution or winding up of this corporation for purposes of this Section 4.
 
 
1
 

 
5.            Voting Rights.    Except as otherwise provided by law or the Certificate of Incorporation, each share of the Series C Preferred Stock shall be entitled to cast a vote for all matters that are presented to the Corporation’s shareholders for a vote, whether by shareholder meeting (annual or special) or by written consent, equal to .7% of all outstanding shares that are eligible to vote (including the Series C Preferred Stock), at the time of such shareholder action. The number of votes allowed to be cast by each share of the outstanding Series C Preferred Stock shall be equal to the sum of (Z) below, calculated as follows;

(X) calculate all votes, other than the votes of the Series C Preferred Stock, eligible to be cast for any matter submitted for vote to the shareholders, as of the record date for such matter submitted (including votes granted to warrant holders or holders of rights or any other security, other than the Series C Preferred Stock, eligible to vote); then

(Y) divide the sum of (X) by; (a) one (1) minus (b) .007 multiplied by the number of shares of Series C Preferred Stock outstanding; then

(Z) subtract the sum of (X) from the sum of (Y) and divide such amount by the number of shares of Series C Preferred Stock outstanding.

In addition, only the separate vote of the Series C Preferred Stock, voting separately as a class, shall be necessary for effecting any of the following:

(a) The creation, issuance or authorization of any additional Preferred Stock in any respect; or any increase in the authorized amount of Preferred Stock or common stock or of any additional class of stock ranking prior to or on a parity with the Series C Preferred Stock in any respect; or the creation or authorization of any obligation or security convertible into shares of stock of any class ranking prior to or on a parity with the Series C Preferred Stock in any respect, or the creation or issuance of any new series of common stock, whether any such creation or authorization or increase shall be by means of amendment of the Certificate of Incorporation, merger, consolidation or other transaction of similar or different kind;

(b)           a merger or consolidation of the Corporation into or with any other corporation or corporations if the Corporation is not the surviving corporation.

               (c)           the sale of all or substantially all of the Corporation’s assets.
 
 
6.            Conversion Rights.   The Series C Preferred Stock shall be entitled to convert into fully paid and non-assessable Common Stock of the Corporation upon the terms and conditions of this section;

(a)           For the purposes of this Section 6, each share of Series C Preferred Stock shall be convertible into 8,000 shares of the Corporation’s Common Stock.

(b)           In case at any time the Common Stock outstanding shall be combined into a lesser number of shares, whether by reclassification, recapitalization, reduction of capital stock, whether referred to as a “reverse split” or otherwise, or other corporate action of similar or different kind, then the amount of common shares that the Series C Preferred shall be convertible into shall be proportionately decreased.
 
 
2
 

 
(c)             In case at any time any Common Stock shall be issued, or be deemed to have been issued, as a dividend on outstanding Common Stock or shall be issued upon subdivision, reclassification, recapitalization, whether referred to as a “stock split” or otherwise, the amount of common shares that the Series C Preferred shall be convertible into shall be proportionately increased.

(d)           In case at any time any warrants, rights or any other security which is declared or issued to the holders of Common Stock or which Common Stock holders have the right to acquire, the Series C Preferred Stock shall automatically be entitled to such rights and/or the receipt of such rights or warrants or other instrument in the same proportion as if the Series C Preferred Stock had been converted on the day such right, warrant or security was declared without having to convert the Series C Preferred Stock.
 
(e)           Any conversion of Series C Preferred Stock into Common Stock shall be made by the surrender to the Corporation of the certificate or certificates representing the Series C Preferred Stock to be converted, duly endorsed or assigned (unless such endorsement or assignment be waived by the Corporation), together with a written request for conversion.

(f)           All Series C Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares of stock, including the rights, if any, to receive notices and to vote, shall forthwith cease except only the rights of the holders thereof to receive Common Stock in exchange therefor.  Any Series C Preferred Stock so converted shall be permanently retired, shall no longer be deemed outstanding and shall not be reissued.
 
(g)           A number of authorized shares of Common Stock sufficient to provide for the conversion of the Series C Preferred Stock outstanding upon the basis hereinbefore provided shall at all times be reserved for such conversion.  If the Corporation shall propose to issue any securities or to make any change in its capital structure which would change the number of shares of Common Stock into which each share of Series C Preferred Stock shall be convertible as herein provided, the Corporation shall at the same time also make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved for conversion of the outstanding Series C Preferred Stock on the new basis.

(h)           The term "Common Stock" as used in this Section 6 shall mean stock of the class designated as Common Stock of the Corporation on the date the Series C Preferred Stock is created or stock of any class or classes resulting from any reclassification or reclassifications thereof, the right of which to share in distributions of both earnings and assets is without limitation in the Certificate of Incorporation (or other similar documents) of the Corporation as to any fixed amount or percentage and which are not subject to redemption; provided, that if at any time there shall be more than one such resulting class, the shares of each such class then issuable on conversion of the Series C Preferred Stock shall be substantially in the proportion which the total number of shares of stock of each such class resulting from all such reclassifications bears to the total number of shares of stock of all such classes resulting from all such reclassifications.

(i)           In addition to any notification requirements contained in section 6, in case the Corporation shall propose at any time:

(i)           to pay any dividend on the Common Stock outstanding payable in Common Stock or to make any other distribution, other than cash dividends, to the holders of the Common Stock outstanding; or

(ii)           to offer for subscription to the holders of the Common Stock outstanding any additional shares of any class or any other rights or option; or
 
 
3
 

 
(iii)           to effect any reclassification or recapitalization of the Common Stock outstanding involving a change in the Common Stock, other than a subdivision or combination of the Common Stock outstanding; or

(iv)           to merge or consolidate with or into any other corporation, or to sell, lease, or convey all or substantially all of its property or business, or to liquidate, dissolve or wind up;

then, in each such case, the Corporation shall send to the holder(s) of the Series C Preferred Stock in writing at their last known post office address as shown by the Corporation’s records a statement, signed by an officer of the Corporation, with respect to the proposed action, such statement to be so filed and mailed at least twenty (20) days prior to the date of the taking of such action or the record date for holders of the Common Stock for the purposes thereof, whichever is earlier.


7.            Definitions.   For the purposes of this resolution, the following terms shall have the meanings indicated.

(a)           The term "Preferred Stock" means the class of 10,000,000 shares of Preferred stock, par value $.0001 per share, authorized for issuance by the Certificate of Incorporation of this Corporation.

(b)           The term "Junior Stock" means (i) Common Stock, and (ii) all those classes and series of preferred or special stock and all those series of Preferred Stock, by the terms of the Certificate of Incorporation or of the instrument by which the board of directors, acting pursuant to authority granted in the Certificate of Incorporation, shall designate the special rights and limitations of each such class and series of preferred or special stock or series of Preferred Stock, which shall be subordinate to Series C Preferred Stock with respect to the right of the holders thereof to receive dividends or to participate in the assets of this corporation distributable to stockholders upon any liquidation, dissolution or winding up of this Corporation. Notwithstanding anything contained in this provision or this Designation to the contrary, the Corporation’s Series B Preferred Stock is not Junior Stock.

9.            General.

(a)           The section headings contained in this resolution are for reference purposes only and shall not affect in any way the meaning of this resolution.
 
 

 



4