SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2020
|(Exact name of registrant as specified in its charter)|
or other jurisdiction of
3606 W. Magnolia Blvd.
Burbank, CA 91505
|(Address of principal executive offices)|
Registrant’s telephone number, including area code (800) 813-1360
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))|
Securities registered pursuant to Section 12(b) of the Act: None
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 [X]
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 3.02. Unregistered Sales Of Equity Securities.
On April 14, 2020, Quanta, Inc. (the “Company”) issued to Eric Rice, its Chairman, Chief Executive Officer and Chief Financial Officer, 2,500,000 shares of a newly created class of preferred stock, Series A Preferred Stock (“Series A Preferred Stock”), in a private placement transaction in satisfaction of certain accrued compensation currently owed to Mr. Rice.
The Series A Preferred Stock is more fully described in Item 3.03 of this Current Report on Form 8-K below, which disclosure is incorporated by reference into this Item.
Item 3.03. Material Modification to Rights of Security Holders.
On April 14, 2020, the Company filed a Certificate of Designation for the Company’s Series A Preferred Stock with the Secretary of State of Nevada designating 2,500,000 shares of its authorized preferred stock as Series A Preferred Stock, par value of $0.001 per share. The Series A Preferred Stock is not entitled to receive any dividends or liquidation preference and are not convertible into shares of the Company’s common stock.
The holders of the Series A Preferred Stock shall in the aggregate have a voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred Stock shall have voting rights equal to one and one-tenth (1.1) times a fraction, the numerator of which is the shares of outstanding common stock and undesignated preferred stock of the Company and the denominator of which is number of shares of outstanding Series A Preferred Stock. With respect to all matters upon which stockholders are entitled to vote or give consent, the holders of the outstanding shares of Series A Preferred Stock shall vote with the holders of the common stock and any outstanding preferred stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation.
The Company has issued 2,500,000 shares of Series A Preferred Stock to Eric Rice, giving him effective voting control over the Company’s affairs.
The above description of the Certificate of Designation is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation filed as Exhibit 3.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure in Item 3.03 of this Current Report on Form 8-K regarding the Certificate of Designation is incorporated by reference into this Item.
Item 9.01. Financial Statements and Exhibits.
|3.4||Certificate of Designation of Series A Preferred Stock|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: April 14, 2020||/s/ Eric Rice|
|Chief Executive Officer|