Exhibit 3.1
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
July 7, 2020
Date of Report
(Date of earliest event reported)
OZOP SURGICAL CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55976 | 35-2540672 | ||
|
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
31 Sandfort Ln., Warwick NY 10990
(Address of principal executive offices, including zip code)
(845) 544-5112
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under 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 | N/A | N/A |
Item 3.03 Material Modifications to Rights of Securities Holders.
The disclosures set forth in Item 5.03 of this Current Report on Form 8-K in relation thereto is hereby incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 7, 2020, Ozop Surgical Corp. (the “Company”) filed with the Secretary of State of the State of Nevada an Amendment to Certificate of Designation of Series C Preferred Stock, a Certificate of Designation of Series D Preferred Stock, and a Certificate of Designation of Series E Preferred Stock (collectively, the “Certificates of Designation”).
Under the terms of the Amendment to Certificate of Designation of Series C Preferred Stock, 50,000 shares of the Company’s preferred stock will be designated as Series C Preferred Stock. The holders of Series C Preferred Stock have no dividend rights. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote.
Under the terms of the Certificate of Designation of Series D Preferred Stock, 20,000 shares of the Company’s preferred stock will be designated as Series D Convertible Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. The holders as a group may, at any time convert all of the shares of Series D Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 3.00. Except as provided in the Certificate of Designation or as otherwise required by law, no holder of the Series D Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. The Series D Convertible Preferred Stock shall not bear any liquidation rights.
Under the terms of the Certificate of Designation of Series E Preferred Stock, 3,000 shares of the Company’s preferred stock will be designated as Series E Preferred Stock. The holders of the Series D Convertible Preferred Stock shall not be entitled to receive dividends. No holder of the Series E Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. At any time, the Corporation may redeem for cash out of funds legally available therefor, any or all of the outstanding Preferred Stock (“Optional Redemption”) at $1000 (one thousand dollars) per share. The shares of Series E Preferred Stock have not been registered under the Securities Act of 1933 or the laws of any state of the United States and may not be transferred without such registration or an exemption from registration.
The foregoing information is a summary of the Certificates of Designation described above, is not complete, and is qualified in its entirety by reference to the full text of the Certificates of Designation, which are attached as Exhibits 3.1, 3.2, and 3.3 to this Current Report on Form 8-K. Readers should review the Certificates of Designation for a complete understanding of the terms and conditions of the transaction described above.
Item 7.01 Regulation FD Disclosure.
On July 9, 2020, the Company issued a press release regarding the appointment of William Yargeau to the position of vice-president of business development of Power Conversion Technologies, Inc., a wholly owned subsidiary of the Company. A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference solely for purposes of this Item 7.01 disclosure.
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Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements
The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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 Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 9, 2020
| OZOP SURGICAL CORP. | ||
| By: | /s/ Brian Conway | |
| Name: | Brian Conway | |
| Title: | Chief Executive Officer | |
| - 4 - |
Exhibit 3.1
Exhibit 3.2
Exhibit 3.3
Exhibit 99.1
Ozop Energy Solutions Hires New Vice President of Business Development
William Yargeau brings a track record of strong growth at industrial sales companies
WARWICK, NY., July 8, 2020 — Ozop Energy Solutions. (OZSC), (“Ozop” or the “Company”), has announced that its wholly owned subsidiary, Power Conversion Technologies, Inc. (PCTI), has appointed William “Bill” Yargeau to the position of vice-president of business development. He is tasked with growing revenue and leveraging his experience as a strategic sales leader to enhance the company’s marketing planning, revenue forecasting, and communications processes.
Yergeau has more than 30 years of experience as a sales and operations professional responsible for delivering and sustaining new revenue. Prior to joining PCTI, Yargeau served in several leadership roles globally for a $2.4 billion, NYSE-traded industrial goods company, where he developed sales and marketing plans. During this time, he created innovative sales strategies as a key member of a global sales team that generated revenue increases of over $120 million company wide. For two years, Yargeau served as director of global sales, service and business development at Automated Precision, where he was responsible for year-on-year sales growth of 12 percent.
“Bill is exactly what the business needs right now to execute our plan for capturing a portion of the rapidly growing energy storage market,” said Catherine Chis, President and CEO of PCTI. “PCTI has had tremendous success in meeting the needs of the utilities and other players for high power conversion technologies, and we’re certain Bill can leverage it. He brings decades of experience selling to aerospace, defense, wind power, and heavy extractive industries, the same markets in which our products are in demand.”
PCTI designs, develops and manufactures standard and custom power electronic solutions. The company has served the growing demand for power electronics in the highest power ranges since 1991. Customers include the U.S. Military, and many of the world’s largest industrial manufacturers. All of its products are manufactured in the United States, and its facilities have remained open throughout the COVID-19 pandemic because of its status as an essential, defense-related industry.
For more information on PCTI please follow on the link, www.pcti.com.
Please be aware that our social media accounts can be used from time to time for additional material events.
https://twitter.com/power_conv_tech
https://www.facebook.com/PowerConversionTech
About Ozop Energy Solutions.
Ozop Energy Solutions (http://ozopenergy.com/) invents, designs, develops, manufactures, and distributes ultra-high power chargers, inverters, and power supplies for a wide variety of applications in the defense, heavy industrial, aircraft ground support, maritime and other sectors. Our strategy focuses on capturing a significant share of the rapidly growing renewable energy market as a provider of assets and infrastructure needed to store energy.
About Power Conversion Technologies, Inc.
Power Conversion Technologies, Inc. (www.pcti.com) invents, designs, develops, manufactures and distributes standard and custom power electronic solutions. Founded in 1991 and located in East Butler, Pennsylvania, the Company’s mission is to be the global leader for high power electronics with a standard of continued innovation.
Safe Harbor Statement
“This press release contains or may contain, among other things, certain forward-looking statements. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties, including those detailed in the company’s filings with the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the company’s control). The company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.”
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