Exhibit 3.1
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): November 12, 2014
PROPANC HEALTH GROUP CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-53446 | 33-0662986 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
Level 13, Suite 1307, 530 Collins St. Melbourne, VIC, 3000 Australia |
| (Address of principal executive offices) (Zip Code) |
| Registrant’s telephone number, including area code: 61 03 9614 2795 |
| N/A |
| (Former name or former address, if changed since last report) |
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)) |
| Item 3.02. | Unregistered Sales of Equity Securities. |
On December 9, 2014, Propanc Health Group Corporation (the “Company”) issued an aggregate of 500,000 shares of Series A Preferred Stock to Mr. James Nathanielsz, the Company’s President, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, in consideration for services rendered to the Company, including for and as incentive to continue to assist and provide services to the Company.
As a holder of outstanding shares of Series A Preferred Stock, Mr. Nathanielsz is entitled to five hundred (500) votes for each share of Series A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company.
The shares of preferred stock described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and are restricted securities. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that Mr. Nathanielsz is the Chief Executive Officer and Director of the Company. Mr. Nathanielsz acquired these shares for his own accounts. The certificates representing these shares will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.
| Item 5.03. | Amendments to Certificate of Incorporation |
Series A Preferred Shares
On December 9, 2014, the board of directors of the Company determined that it was in the best interests of the Company to file a Certificate of Designation that authorized the issuance of up to five hundred thousand (500,000) shares of a new series of preferred stock, par value $0.01 per share, designated as "Series A Preferred Stock," for which the board of directors established the rights, preferences and limitations thereof. The board of directors authorized the Series A Preferred Stock pursuant to the authority given to the board of directors under the Certificate of Incorporation, which authorizes the issuance of up to ten million (10,000,000) shares of preferred stock, par value $0.01 per share, and authorizes the board of directors, by resolution, to establish any or all of the unissued shares of preferred stock, not then allocated to any series into one or more series and to fix and determine the designation of each such shares, the number of shares which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so established. The Certificate of Designation was filed as an amendment to the Company’s Certificate of Incorporation with the State of Delaware on December 9, 2014.
Each holder of outstanding shares of Series A Preferred Stock shall be entitled to five hundred (500) votes for each share of Series A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company.
The summary of the rights, privileges and preferences of the Series A Preferred Stock described above is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
Amendment to Certificate of Incorporation
On November 12, 2014, the Company filed an amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware, to increase the Company’s authorized common stock from one hundred million (100,000,000) shares of common stock, par value $0.001 per share, to ten billion (10,000,000,000) shares of common stock, par value $0.001 per share.
| 2 |
The summary of the rights, privileges and preferences of the Series A Preferred Stock described above is qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached 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 of Series A Preferred Stock, dated December 9, 2014 | |
| 3.2 | Amendment to the Certificate of Incorporation, dated November 12, 2014 |
| 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.
Dated: December 16, 2014
| PROPANC HEALTH GROUP CORPORATION | ||
| By: | /s/ James Nathanielsz | |
|
James Nathanielsz President and Chief Executive Officer |
||
| 4 |
Exhibit 3.1
Exhibit 3.2
