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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205490
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 30, 2019
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MMEX RESOURCES CORPORATION |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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333-152608 |
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26-1749145 |
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(State of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
3616 Far West Blvd., #117-321
Austin, Texas 78731
(Address of principal executive offices)
Registrant’s telephone number, including area code: (855) 880-0400
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act
¨ Soliciting material pursuant to Rule 14a-12 of the Exchange Act
¨ Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
¨ Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act
Securities registered pursuant to Section 12(b) of the Act: 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. ¨
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Item 1.01 Entry into a Material Definitive Agreement.
We have previously reported that, effective October 9, 2018, the Company issued and delivered to GS Capital Partners, LLC (“GS”) a 10% convertible debenture in the principal amount of $600,000 and that affiliates of Jack W. Hanks and Bruce Lemons, our directors, have pledged their shares of Class B Common Stock (constituting 100% of the outstanding shares of Class B Common Stock) to GS to secure the repayment of the debenture by the Company.
Effective July 30, 2019, the parties amended the GS pledge agreement so that the newly issued shares of Series A Preferred Stock described in Item 5.03 below will be pledged to GS in lieu of the shares of Class B Common Stock previously pledged to GS.
Item 3.02 Unregistered Sales of Equity Securities
We intend to issue 15,000,000 shares of Class A Common Stock to Maple Resources Corporation pursuant to its conversion of the 15,000,000 outstanding shares of Class B Common Stock of the Company into shares of Class A Common Stock on a share-for-share basis. Such conversion by Maple Resources Corporation was effected in connection with the issuance of 1,000 shares of our Series A Preferred Stock to Maple Resources Corporation and the amendment of the GS pledge agreement as described in this report.
The issuances described in this Item 3.02 are exempt from registration pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 30, 2019, we filed a certificate of designations with the Secretary of State of Nevada to establish the Series A Preferred Stock, consisting of 1,000 shares. The Series A Preferred Stock has no redemption, conversion or dividend rights; however, the holders of the Series A Preferred Stock voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote.
The purpose of creating the Series A Preferred Stock was to maintain the collateral value of the equity securities of the Company pledged to lenders to secure the repayment of outstanding indebtedness of the Company. Due to the percentage ownership dilution arising from the issuance of convertible notes by the Company, the voting power of the Class B Common Stock previously pledged to lenders had been impaired. The Series A Preferred Stock restores the voting power that was initially pledged to the lenders.
Pursuant to Nevada law, the certificate of designations was adopted by a resolution of our board of directors. Shareholder approval was neither required nor solicited.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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.
| MMEX Resources Corporation | |||
| Date: August 1, 2019 | By: | /s/ Jack W. Hanks | |
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Jack W. Hanks | |
| President and Chief Executive Officer | |||
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EXHIBIT 3.1
CERTIFICATE OF DESIGNATIONS
OF
MMEX RESOURCES CORPORATION
ESTABLISHING THE DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS OF ITS
SERIES A PREFERRED STOCK
Pursuant to Section 78.1955 of the Nevada General Corporation Law, MMEX Resources Corporation, a corporation organized and existing under the Nevada General Corporation Law (the “Company”),
DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation, as amended, of the Company, and pursuant to Section 78.1955 of the Nevada General Corporation Law, the Board of Directors, by unanimous written consent of all members of the Board of Directors on July 30, 2019, duly adopted a resolution providing for the issuance of a series of 1,000 shares of Series A Preferred Stock, which resolution is and reads as follows:
RESOLVED, that pursuant to the authority expressly granted to and invested in the Board of Directors of MMEX Resources Corporation (the “Company”) by the provisions of the Articles of Incorporation of the Company, as amended, a series of the preferred stock, par value $.001 per share, of the Company be, and it hereby is, established; and
FURTHER RESOLVED, that the series of preferred stock of the Company be, and it hereby is, given the distinctive designation of “Series A Preferred Stock”; and
FURTHER RESOLVED, that the Series A Preferred Stock shall consist of 1,000 shares; and
FURTHER RESOLVED, that the Series A Preferred Stock shall have the powers and preferences, and the relative, participating, optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below:
Section 1. DESIGNATION OF SERIES; RANK. The shares of such series shall be designated as the “Series A Preferred Stock” (the “Preferred Stock”) and the number of shares initially constituting such series shall be up to 1,000 shares.
Section 2. DIVIDENDS. The holders of Preferred Stock shall not be entitled to receive dividends paid on the Common Stock.
Section 3. LIQUIDATION PREFERENCE. The holders of Preferred Stock shall not be entitled to any liquidation preference.
Section 4. VOTING.
4.1 Voting Rights. The holders of the Preferred Stock will have the voting rights as described in this Section 4 or as required by law. For so long as any shares of the 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 fifty-one percent (51%) of the total vote. For example, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,400 shares, out of a total number of 20,400 shares voting.
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4.2 Amendments To Articles And Bylaws . So long as Preferred Stock is outstanding, the Company shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Preferred Stock, voting separately as a class (i) amend, alter or repeal any provision of the articles of incorporation or the bylaws of the Company so as to adversely affect the designations, preferences, limitations and relative rights of the Preferred Stock or (ii) effect any reclassification of the Preferred Stock.
4.3 Amendment Of Rights Of Preferred Stock . The Company shall not, without the affirmative vote of the holders of at least 66-2/3% of all outstanding shares of Preferred Stock, amend, alter or repeal any provision of this Statement of Designations, PROVIDED, HOWEVER, that the Company may, by any means authorized by law and without any vote of the holders of shares of Preferred Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Preferred Stock.
Section 5. CONVERSION RIGHTS. The shares of Preferred Stock shall have no conversion rights.
Section 6. REDEMPTION RIGHTS. The shares of Preferred Stock shall have no redemption rights.
Section 7. NOTICES. Any notice required hereby to be given to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company.
IN WITNESS WHEREOF, the Company has caused this statement to be duly executed by its Chief Executive Officer this July 30, 2019.
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MMEX Resources Corporation |
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| By: | /s/ Jack W. Hanks | ||
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President and CEO | |
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