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) September 27, 2019
Beyond Commerce, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
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000-52490 |
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98-0512515 |
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(Commission
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(IRS Employer
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3773 Howard Hughes Pkwy, Suite 500, Las Vegas, Nevada |
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89169 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(702) 675-8022
(Registrant’s Telephone Number, Including Area Code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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None |
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N/A |
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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 3.03 Material Modification to Rights of Security Holders.
Effective September 27, 2019, Beyond Commerce, Inc. (the “Company”) amended its Articles of Incorporation, as amended (the “Articles”), by filing a certificate of amendment with the Secretary of State of Nevada, to effect a reduction in the number of shares authorized and designated as Series A Convertible Preferred Stock (the “Series A Preferred”), following the cancellation by a stockholder of 100 shares of Series A Preferred, such that the Company’s 250,000,000 authorized shares of preferred stock include 249,999,900 shares of Series A Preferred and include 100 shares of undesignated preferred stock for which the Board of Directors of the Company (the “Board”) is authorized to determine the number of series into which such undesignated shares may be divided, the number of shares within each series, and the designations, rights and preferences associated with such shares.
Effective October 1, 2019, the Company further amended the Articles by filing a certificate of amendment with the Secretary of State of Nevada, to effect the authorization and designation of 51 shares of Series B Preferred Stock (the “Series B Preferred”), a new class of stock, having the designations, rights and preference set forth such amendment, all as approved and authorized by the Board,. As reflected in such amendment, the Company’s 250,000,000 authorized shares of preferred stock are comprised of 249,999,900 shares of Series A Convertible Preferred Stock, 51 shares of Series B Convertible Preferred Stock and to include 49 shares of undesignated preferred stock for which the Board is authorized to determine the number of series into which such undesignated shares may be divided, the number of shares within each series, and the designations, rights and preferences associated with such shares.
Among other provisions, each one (1) share of the Series B Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total number of votes of issued and outstanding shares of stock of the Company eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total number of votes of issued and outstanding shares of stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred shall be equal to 102,036 (((0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).
The Series B Preferred has no dividend rights and no redemption rights and was created primarily to be able to obtain a quorum and conduct business at shareholder meetings. All shares of the Series B Preferred shall rank (i) senior to the Company’s common stock and any other class or series of capital stock of the Company hereafter created, (ii) pari passu with any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series B Preferred and (iii) junior to any class or series of preferred stock of the Company hereafter created specifically ranking, by its terms, senior to the Series B Preferred, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
On October 2, 2019, the Board issued 20 shares of Series B Preferred to Geordan G. Pursglove, the Company’s Chief Executive Officer, President and Director.
The foregoing descriptions of the Certificate of Amendment to the Articles effective September 27, 2019, the Certificate of Amendment to the Articles effective October 1, 2019, and the Certificate of Designations, Rights and Preferences for the Series B Preferred, do not purport to be complete and are subject to, and are qualified in their entirety by the full text of such documents, copies of which are attached hereto as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 3.03 is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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3.2 |
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3.3 |
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* filed herewith
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.
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Dated: October 3, 2019 |
Beyond Commerce, Inc. |
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By: |
/s/ Geordan G. Pursglove. |
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Geordan G. Pursglove, |
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Chief Executive Officer, President and Director |
CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS OF
SERIES B PREFERRED STOCK,
$0.001 PAR VALUE PER SHARE
Beyond Commerce, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies that the following was adopted by resolution of the Board of Directors of the Corporation (the “Board”) on September 27, 2019 in accordance with the provisions of its Articles of Incorporation (as amended, the “Articles of Incorporation”) and bylaws. The authorized series of the Corporation’s previously-authorized preferred stock shall have the following preferences, privileges, powers and restrictions thereof, as follows:
RESOLVED, that pursuant to the authority granted to and vested in the Board in accordance with the provisions of Articles of Incorporation, the Board hereby authorizes a series of the Corporation’s previously authorized preferred stock (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof as follows:
I.NAME OF THE CORPORATION
Beyond Commerce, Inc.
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II. |
DESIGNATION AND AMOUNT; DIVIDENDS
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A.Designation. The designation of said series of preferred stock shall be Series B Preferred Stock, $0.001 par value per share (the “Series B Preferred Stock”).
B.Number of Shares. The number of shares of Series B Preferred Stock authorized shall be Fifty-One (51) shares. Each share of Series B Preferred Stock shall have a stated value equal to $0.001 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Series B Stated Value”).
C.Dividends. The Series B Preferred Stock is not entitled to receive dividends.
III. LIQUIDATION RIGHTS
The Series B Preferred Stock is entitled, in the event of any voluntary liquidation, dissolution or winding up of the Corporation, to receive payment or distribution of a preferential amount before any payments or distributions are received by any class or series of common stock.
IV.CONVERSION
No conversion of the Series B Preferred Stock is permitted.
V. RANK
All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s common stock, par value $0.001 per share (“Common Stock”), and any other class or series of capital stock of the Corporation hereafter created, except as otherwise provided in clauses (ii) and (iii) of this Article V, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.
VI.VOTING RIGHTS
One (1) share of the Series B Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total number of votes of the issued and outstanding shares of Common Stock and other Preferred Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred Stock shall be equal to 102,036 (e.g., ((0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).
With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Corporation’s Articles of Incorporation or by-laws.
VII.PROTECTION PROVISIONS
So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without first obtaining the unanimous written consent of the holders of Series B Preferred Stock, alter or change the rights, preferences or privileges of the Series B Preferred Stock so as to affect adversely the holders of Series B Preferred Stock.
Should any holder of Series B Preferred Stock cease to be an officer or director of the Corporation at any time and for any reason, such holders’ Series B Preferred Stock shall be immediately cancelled.
VIII.MISCELLANEOUS
A.Status of Redeemed Stock. In case any shares of Series B Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased,
or reacquired shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series B Preferred Stock.
B.Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Series B Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Series B Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Series B Preferred Stock Certificates.
C.Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the holders thereof) upon the unanimous written consent of the holders of the Series B Preferred Stock.
D.Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.
If to the Corporation:
Beyond Commerce, Inc.
3773 Howard Hughes Pkwy, Suite: 500
Las Vegas, NV 89169
Attention: Geordan G. Pursglove
If to the holders of Series B Preferred Stock, to the address listed in the Corporation’s books and records.
[-Signature page follows-]
IN WITNESS WHEREOF, the undersigned has signed this certificate as of the 1st day of October, 2019.
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BEYOND COMMERCE, INC. |
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By: |
/s/ Geordan G. Pursglove |
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Name: |
Geordan G. Pursglove |
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Title: |
Chief Executive Officer, President and Director |
