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): March 30, 2020

 

CANNASSIST INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   000-55809   82-1873116
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification Number)

 

1548 Loch Ness Dr.

Fallbrook, CA 92028

Tel. 760-990-3091

 (Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

 

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:

 

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

 

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

 

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

 

o   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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock CNSC 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  o

 

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(1) of the Exchange Act. o

 

 

 

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CANNASSIST INTERNATIONAL CORP.

Form 8-K

Current Report

 

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

Series A Preferred Stock

 

On May 6, 2019, the Company filed a Certificate of Designation for its Series A Preferred Stock with the Secretary of State of Delaware (the “Certificate of Designation”) designating 1,000 shares of its authorized preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock have a par value of $0.0001 per share. The Series A Preferred Shares do not have a dividend rate or liquidation preference and are not convertible into shares of common stock.

 

For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have voting power equal to 60% of the total vote (representing majority voting power) on all shareholder matters of the Company. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series A Preferred Stock.

 

Additionally, the Company is prohibited from adopting any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, making any changes to the Certificate of Designation establishing the Series A Preferred Stock, or effecting any reclassification of the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

 

This brief description of the Certificate of Designation is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation as attached to this Current Report on Form 8-K as Exhibit 3.4.

 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d)        Exhibits

 

Exhibit
No. 		  Description
3.4   Series A Certificate of Designation filed with the Secretary of State of Delaware

 

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SIGNATURE

 

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

 

      CANNASSIST INTERNATIONAL CORP.  
       
Date: March 30, 2020   By: /s/ Mark Palumbo  
        Mark Palumbo
        Chief Executive Officer

 

 

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Exhibit 3.4

 

 

Delaware The First State Page 1 6415756 8100 Authentication: 202823366 SR# 20193576224 Date: 05-14-19 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “CANNASSIST INTERNATIONAL CORPORATION”, FILED IN THIS OFFICE ON THE SIXTH DAY OF MAY, A.D. 2019, AT 4:37 O`CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 6415756 8100 Authentication: 202823366 SR# 20193576224 Date: 05-14-19 You may verify this certificate online at corp.delaware.gov/authver.shtml

 

     
 

 

State of Delaware Secretary of State Division of Corporation Delivered 04:37 PM 05062019 Filed 04:37 PM 05062019 SR 20193576224 - File Number 6415756

 

 

 

 

 

CANNASSIST INTERNATIONAL CORPORATION

 

CERTIFICATE OF DESIGNATION,

 

PREFERENCES, RIGHTS AND LIMITATIONS OF

SERIES “A” PREFERRED STOCK

 

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

  		 

 

CannAssist International Corporation (hereinafter referred to as the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, as amended, does HEREBY CERTIFY that the following resolution has been duly adopted by the Board of Directors of the Corporation:

 

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by the provisions of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), there is hereby created, out of the 20,000,000 shares of Preferred Stock, par value $.0001 per share, of the Corporation (the “Preferred Stock”), a series of Preferred Stock of the Corporation, to be designated “Series A Preferred Stock,” consisting of one thousand (1000) shares, which series shall have the following voting powers, designations, preferences and relative, participating, optional and other rights, and the following qualifications, limitations and restrictions (in addition to the powers, designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions, set forth in the Certificate of Incorporation which are applicable to the Preferred Stock):

 

SECTION 1.  DESIGNATION AND SIZE OF ISSUE.

 

(A)  The designation of the series of Preferred Stock shall be “Series A Preferred Stock” (herein referred to as the “Series A Preferred Stock”), and the number of shares constituting the Series A Preferred Stock shall be one thousand (1000) shares.

 

(B)  Any share of Series A Preferred Stock which at any time has been redeemed or otherwise reacquired by the Corporation shall, after such redemption or other acquisition, resume the status of authorized and unissued shares of Preferred Stock, without designation as to series, until such share is once more designated as part of a particular series by the Board of Directors.

 

SECTION 2.  VOTING RIGHTS OF SPECIAL VOTING PREFERRED STOCK.

 

 (A)  GENERAL. The holders of the Series A Preferred Stock will have the voting rights as described in this Section 2 or as required by law. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty percent (60%) of the total vote.

 

(B)  SPECIAL CLASS VOTE. Notwithstanding the foregoing or any other provision of the Certificate of Incorporation, the Corporation shall not, without the consent a majority of the holders of the Series A Preferred Stock, voting as a separate class, (i) alter or change the provisions of the Certificate of Incorporation (whether by amendment, merger or otherwise) so as to adversely affect the voting powers, preferences or special rights of the Series A Preferred Stock, or (ii) create or issue additional shares of Series A Preferred Stock.

 

     
 

 

SECTION 3.  LIQUIDATION. In the event of any liquidation, dissolution or winding up of the Corporation, the holders of the shares of Series A Preferred Stock shall not be entitled to participate in any distribution of assets of the Corporation. For the purposes of this Section 3, neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation, nor the consolidation or merger of the Corporation with or into one or more other entities, shall be deemed to be a liquidation, dissolution or winding-up of the Corporation.

 

SECTION 4.  DIVIDENDS. The holder of the Series A Preferred Stock shall not be entitled to receive any dividends, whether payable in cash, in property or in shares of capital stock of the Corporation.

 

SECTION 5.  CONVERSION OR EXCHANGE. The holder of the shares of Series A Preferred Stock shall not have any rights hereunder to convert such share into, or exchange such share for, shares of any other series or class of capital stock of the Corporation or of any other person.

 

SECTION 6.  REDEMPTION. The shares of Series A Preferred Stock shall not be subject to redemption.

 

SECTION 7.  TRANSFER PROVISIONS. The shares of Series A Preferred Stock, and any interest therein, may not be transferred, assigned or otherwise disposed of without the prior approval of the Board of Directors of the Corporation. Any attempted transfer, assignment or other disposition in violation of this provision shall be void and of no force or effect.

 

     
 

 

SIGNATURES

 

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed and attested this 27th day of April, 2019.

 

 

 

 

  CANNASSIST INTERNATIONAL CORPORATION
   
   
   
  By:   /s/ Mark Palumbo  
   
   
  Name:  Mark Palumbo
  Title:  Chief Executive Officer