false 0001096934 0001096934 2022-04-05 2022-04-05
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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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): April 5, 2022
 
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ENTERPRISE DIVERSIFIED, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
  
000-27763
  
88-0397234
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
         
1806 Summit Avenue, Suite 300
        
Richmond, VA
      
23230
(Address of principal executive offices)
      
(Zip Code)
 
(434) 336-7737
 
(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 (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 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.          ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
Not applicable
Not applicable
 
 
 
 
 
 
 
 
Item 1.01. Entry into a Material Definitive Agreement.
 
 
On April 1, 2022, Enterprise Diversified, Inc. (the “Company”) executed an amendment (the “Amendment”) to its Tax Benefit Preservation Plan, dated as of July 24, 2020 (the “Rights Agreement”) with Colonial Stock Transfer Company, Inc., (the “Rights Agent”). The Amendment was entered into pursuant to the determination by the Board of Directors (the “Board”) of the Company, to amend the Rights Agreement to accelerate the expiration of the rights under the Rights Agreement to the close of business on April 5, 2022, effectively terminating the Rights Agreement at such time.  The Company’s stockholders are not required to take any action as a result of the expiration of the Rights Agreement.
 
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 4.1.
 
 
Item 1.02. Termination of a Material Definitive Agreement.
 
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
 
Item 3.03. Material Modification to Rights of Security Holders.
 
The information set forth under each of Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
 
--12-31
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On April 5, 2022, the Company will file with the office of the Secretary of State of the State of Nevada a Certificate of Withdrawal of Certificate of Designation (the “Certificate of Withdrawal”), which, when effective, withdraws the Company’s Certificate of Designation for the Series A Preferred Stock of the Company (the “Series A Preferred Stock”), as filed with the Secretary of State of the State of Nevada on July 29, 2020. The 250,000 shares of preferred stock previously designated as Series Preferred Stock will be withdrawn and returned to the status of authorized but unissued shares of preferred stock, without designation.  No shares of the Series A Preferred Stock were issued and outstanding at the time of filing the Certificate of Withdrawal.
 
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Withdrawal, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
 
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit No.
  
Description
 
 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
 
 
 
SIGNATURE
 
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.
 
Date:  April 5, 2022
      
ENTERPRISE DIVERSIFIED, INC.
         
       
By: /s/ Steven L. Kiel
       
Steven L. Kiel
       
Executive Chairman
 
 
 
 

EXHIBIT 3.1

 

a01.jpg BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201 (775) 684-5708

Website: www.nvsos.gov

 

 

Certificate, Amendment or Withdrawal of Designation

 

NRS 78.1955, 78.1955(6)

 

☐ Certificate of Designation

☐ Certificate of Amendment to Designation - Before Issuance of Class or Series

☐ Certificate of Amendment to Designation - After Issuance of Class or Series

☒ Certificate of Withdrawal of Certificate of Designation

 

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

 

1. Entity information:

Name of entity:

Enterprise Diversified, Inc.

 

Entity or Nevada Business Identification Number (NVID):  C13820-1992

2. Effective date and time:

For Certificate of Designation or                         Date:                                                       Time:

Amendment to Designation Only

(Optional):                                                           (must not be later than 90 days after the certificate is filed)

3. Class or series of

stock: (Certificate of Designation only)

The class or series of stock being designated within this filing:

4. Information for amendment of class or series of stock:

The original class or series of stock being amended within this filing:

 

5. Amendment of class or series of stock:

☐ Certificate of Amendment to Designation- Before Issuance of Class or Series

As of the date of this certificate no shares of the class or series of stock have been issued.
 

☐ Certificate of Amendment to Designation- After Issuance of Class or Series

The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation.

6. Resolution: (Certificate of Designation and Amendment to Designation only)

By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.*

 

7. Withdrawal:

Designation being Withdrawn:  Series A Preferred Stock                                                   Date of  Designation:  07/29/2020

 

No shares of the class or series of stock being withdrawn are outstanding.

 

The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: *

See Attachment A

 
8. Signature: (Required)

/s/ Alea A. Kleinhammer                                                                                                      Date:  04/05/2022

Signature of Officer

 

* Attach additional page(s) if necessary                                                                                                                                                                                                                                                                                                                                                          Page 1 of 1

This form must be accompanied by appropriate fees.                                                                                                                                                                                                                                                                                                                          Revised: 1/1/2019

 

 

EXHIBIT 4.1

 

AMENDMENT

 

TO THE

 

TAX BENEFIT PRESERVATION PLAN

 

This Amendment is dated as of April 1, 2022 (this “Amendment”) and amends the Tax Benefit Preservation Plan, dated July 24, 2020, (the “Rights Agreement”), by and between Enterprise Diversified, Inc., a Nevada corporation (the “Company”), and Colonial Stock Transfer Company, Inc., as rights agent (the “Rights Agent”).

 

WHEREAS, the Company may from time to time supplement or amend the Rights Agreement pursuant to, and on the terms and conditions set forth in, Section 27 thereof;

 

WHEREAS, the Company desires to amend the Rights Agreement as provided herein and subject to the terms and conditions hereof.

 

NOW THEREFORE, in consideration of the premises and the mutual agreements set forth in the Rights Agreement and in this Amendment the parties hereby agree as follows:

 

SECTION 1. Capitalized Terms. Capitalized terms used and not defined herein have the meanings ascribed to them in the Rights Agreement.

 

SECTION 2. Amendment of Section 7(a) of the Rights Agreement. Section 7(a) of the Rights Agreement is hereby amended to read in its entirety as follows:

 

Section 7.     Exercise of Rights; Purchase Price; Expiration Date of Rights.

 

(a)     Subject to Section 7(e) hereof or as otherwise provided in this Agreement, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on April 1, 2022 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) the time at which the Rights are exchanged in full as provided in Section 24 hereof (the earliest of (i), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

 

SECTION 3. Full Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof.

 

SECTION 4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws thereof applicable to contracts to be made and performed entirely therein, provided, however, that all provisions regarding the rights, duties, and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

 

SECTION 5. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature. This Amendment shall become effective on the date first referenced above.

 

 

 

[Signature page follows]

 

 

 

 
 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

 

 

 

 

 

ENTERPRISE DIVERSIFIED, INC.

 

By: /s/ Steven L. Kiel

Name: Steven L. Kiel

Title: Executive Chairman

 

 

COLONIAL STOCK TRANSFER COMPANY, INC., AS RIGHTS AGENT

 

By: /s/ Jason Carter

Name: Jason Carter
Title: VP Sales