EXHIBIT 3.1
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______________________________________________________________________________
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): December 30, 2019
CLOUDCOMMERCE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-13215 | 30-0050402 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | IRS Employer Identification No.) |
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321 Sixth Street San Antonio, TX |
78215 |
| (Address of Principal Executive Offices) | (Zip Code) |
(805) 964-3313
(Registrant’s telephone number, including area code)
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:
¨ Written communications pursuant to Rule 425 under the Securities Act
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Tile of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 30, 2019, CloudCommerce, Inc. (the “Company”) filed a Certificate of Designation (the “Certificate of Designation”) of Series F Preferred Stock (the “Series F Preferred Stock”) with the Secretary of State of Nevada. The Certificate of Designation designates 800,000 shares of the Company’s authorized preferred Stock as Series F Preferred Stock.
Each share of Series F Preferred Stock has a stated value of $25. The Series F Preferred Stock is not convertible into shares of the Company’s common stock. The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. Such dividends will be on a pari passu basis with the Company’s outstanding Series A Preferred Stock. The holders of the Series F Preferred Stock are entitled to a liquidation preference in an amount equal to $25 per share plus any declared but unpaid dividends, before any payments to holders of common stock. The Series F Preferred Stock has no preemptive or subscription rights, and there is no sinking fund provisions applicable to the Series F Preferred Stock. The Series F Preferred Stock does have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption price of $25 per share plus any accrued but unpaid dividends.
This description of the Certificate of Designation is only a summary and is qualified in its entirety by reference to the full text of the Certificate of Designation attached as Exhibit 3.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Designation of Series F Preferred Stock |
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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 thereunto duly authorized.
| CLOUDCOMMERCE, INC. | |||||
| Date: January 3, 2020 | By: | /s/ Andrew Van Noy | |||
| Name: Andrew Van Noy | |||||
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Title: Chief Executive Officer
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EXHIBIT 3.1
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