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):
February
1
9
, 2019
Sport Endurance, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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333-161943
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26-2754069
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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81 Prospect Street
Brooklyn, NY
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11201
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(646) 846-4280
(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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 February 19, 2019, Sport Endurance, Inc. (the “Company”) filed a Certificate of Amendment to Articles of Incorporation (the “Amendment”) permitting the Company’s Board of Directors (the “Board”) to amend the certificate of designation for any class or series of the Company’s preferred stock without the vote of such class or series, unless such certificate of designation specifically prohibits the Board from amending such certificate of designation. The filing of the Amendment was approved by the Company’s Board and the holders of a majority of the Company’s voting power.
On February 20, 2019, the Company filed a Certificate of Amendment to Certificate of Designation (the “Amendment to COD”) for the Company’s Series A Preferred Stock (the “Series A”) permitting the Board to convert all outstanding shares of Series A into shares of the Company’s common stock at the Board’s discretion.
The foregoing descriptions of the Amendment and the Amendment to COD are summaries only and are qualified in their entirety by the full text of the Amendment and the Amendment to COD filed as Exhibits 3.1 and 3.2, respectively, which are incorporated herein by reference.
Item 9.01 Exhibits.
(d)
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.
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SPORT ENDURANCE, INC.
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Date: February 25, 2019
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By:
/s/ David Lelong
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Name: David Lelong
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Title: Chief Executive Officer
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EXHIBIT 3.1
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BARBARA K. CEGAVSKE
Secretary
of
State
202 North Carson Street
Carson City,
Nevada 89701-4201
(775)
684-5708
Website: www
.nv
sos.gov
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Certificate of Ame
ndment
(
PURSUANT TO NRS 78.385 AND 78.390)
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Filed in the office of
Barbara K. Cegavske
Secretary of State
State of Nevada
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Document Number
20190072815-75
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Filing Date and Time
02/19/2019 1:14 PM
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Entity Number
C184-2001
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USE BLACK INK ONLY • DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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(Pursuant to NRS 78.
385 and 78.390 – After Issuance of Stock)
Sport Endurance, Inc.
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2.
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The articles have been amended as follows: (provide article numbers, if available)
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See attached Exhibit A.
The Board of Directors shall have the authority to amend the certificate of designation.
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3.
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The vote by which the stockholders holding share in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:
51
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4.
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Effective date and time of filing: (optional) Date:
Time:
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(must not be later than 90 days after the certificate is filed)
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X
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Signature of Officer
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*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must
be accompanied by appropriate
fees.
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Nevada Secretary of State Amend Profit-After
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Revised: 1-5-15
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EXHIBIT "A"
The Articles are hereby amended by adding the following at the end of the Articles:
Notwithstanding any provision contained in the Corporation's Articles of Incorporation or Bylaws to the contrary, unless otherwise specifically prohibited by such class or series of preferred stock's certificate of designation, the Corporation's Board of Directors shall have the authority to amend the certificate of designation of the class or series, the number of the class or series and the voting powers, designations, preferences, limitations, restrictions and relative rights of the class or series of any of the Corporation' s classes or series of preferred stock without the vote of the class or series covered by the certificate of designation. This Section is intended to permit the Board of Directors to amend a class or series of the Corporation' s preferred stock notwithstanding the provisions of Section 78.1955 of the Nevada Revised Statutes.
EXHIBIT 3.
2
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BARBARA K. CEGAVSKE
Secretary
of
State
202 North Carson Street
Carson City,
Nevada 89701-4201
(775)
684-5708
Website: www
.nv
sos.gov
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Amendment to
Certificate of Designation
After Issuance of Class or Serie
s
(PURSUANT TO NRS 78.1955)
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Filed in the office of
Barbara K. Cegavske
Secretary of State
State of Nevada
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Document Number
20190074552-35
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Filing Date and Time
02/20/2019 12:52 PM
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Entity Number
C184-2001
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USE BLACK INK ONLY • DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to Certificate of Designation
For Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)
Sport Endurance, Inc.
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2.
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Stockholder approval pursuant to statute has been obtained.
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3.
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The class or series of stock being amended:
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Series A Preferred Stock
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4.
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By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:
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The Series A is hereby amended by adding the following as Section 7: At any time the Corporation's Board of Directors, at their sole and exclusive discretion, may convert all outstanding shares of Series A Preferred Stock into shares of the Corporation's common stock at the conversion rate, as provided in Section 4 hereto, in effect immediately prior to the conversion.
See Exhibit "A".
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5.
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Effective date of filing: (optional)
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(must not be later than 90 days after the certificate is filed)
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X
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Signature of Officer
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Filing Fee: $175.00
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must
be accompanied by appropriate
fees.
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Nevada Secretary of State NRS Amend Designation - After
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Revised: 1-5-15
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EXHIBIT
A
Notwithstanding paragraph 2 to the Certificate of the Amendment to Certificate of Designation for Nevada Profit Corporations, Sport Endurance, Inc.'s Board of Directors has approved the adoption and filing of the amendment and no shareholder approval is required under the Nevada Revised Statutes. Sport Endurance, Inc.'s Articles of Incorporation permit the Corporation to amend any Certificate of Designation without approval by the holders of the Certificate of Designation's series or preferred stock unless otherwise specifically prohibited in such Certificate of Designation.