ACCREDITED SOLUTIONS, INC. Item 1.01. Entry into a Material Definitive Agreement.
Securities Exchange Agreements
On
Pursuant to the Exchange Agreements, the Company is to issue a total of 13,000 shares of its Series A Preferred Stock, in exchange for a total of 33,166,670 shares of its Common Stock, as follows:
Number of Shares of Number of Shares of
Exchange Agreement Common Stock Exchanged Series A Preferred Stock Issued
Deneault Agreement 14,083,330 shares 5,500 shares
Newlan Agreement 14,083,340 shares 5,500 shares
Sluss Agreement 5,000,000 shares 2,000 shares
The Exchange Agreements are expected to be consummated on or about
The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by the full text of the Exchange Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Cancellation of Common Stock
The Board of Directors has determined that all 33,166,670 shares that are the subject of the Exchange Agreements will, upon the consummation of the Exchange Agreements, be cancelled and returned to the status of authorized and unissued.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
The issuances of shares of Series A Preferred Stock by the Company to Messrs. Deneault, Newlan and Sluss under the Exchange Agreements will be made without registration under the Securities Act of 1933, as amended (the "Act"), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to only three persons, the lack of any general solicitation or advertising in connection with such issuance, that each issuee is an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that each issuee is acquiring the securities for his own account and without a view to distribute them.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Designation, Amount and Par Value. The series of Preferred Stock shall
be designated as Series A Preferred Stock (the "Series A Preferred Stock") and
the number of shares so designated shall be Fifteen Thousand (15,000). Each
share of the Series A Preferred Stock shall have a par value of
Fractional Shares. The Series A Preferred Stock may be issued in fractional shares.
Voting Rights. The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of:
(a) The total number of shares of common stock which are issued and
outstanding at the time of any election or vote by the shareholders;
plus
(b) The number of votes allocated to shares of Preferred Stock issued and
outstanding of any other class that shall have voting rights.
2
Dividends. The Series A Preferred Stock shall be treated pari passu with the Company's common stock, except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of the Company's common stock multiplied by the Conversion Rate, as that term is defined herein.
Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series A Preferred Stock shall be treated pari passu with the Company's common stock, except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of the Company's common stock multiplied by the Conversion Rate, as that term is defined herein.
Conversion and Adjustments.
Conversion Rate. The Series A Preferred Stock shall be convertible into shares of the Company's common stock, as follows:
Each share of Series A Preferred Stock shall be convertible at any time into a number of shares of the Company's
common stock that equals 0.001 percent (0.001%) of the number of issued and outstanding shares of the Company's
common stock outstanding on the date of conversion, such that 1,000 shares of Series A Preferred Stock would convert
into one percent (1%) of the number of issued and outstanding shares of the Company's common stock outstanding
on the date of conversion (the "Conversion Rate").
No Partial Conversion. A holder of shares of Series A Preferred Stock shall be required to convert all of such holder's shares of Series A Preferred Stock, should any such holder exercise his, her or its rights of conversion.
Adjustment for Merger and Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger (a "Reorganization Event") involving the Company in which the Company's common stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Series A Preferred Stock shall be deemed to have been converted into shares of the Company's common stock at the Conversion Rate.
Protection Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred Stock so as to affect adversely the holders of Series A Preferred Stock.
Waiver. Any of the rights, powers or preferences of the holders of the Series A Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.
No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series A Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A Preferred Stock.
The foregoing description of the Certificate of Designation is qualified in its entirety by the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to, and incorporated by reference in, this report.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.: Description of Exhibit Incorporated by Reference to:
3.1 Certificate of Designation filed Filed herewith.
October 11, 2022
10.1 Securities Exchange Agreement Filed herewith.
between the Company and Fabian G.
Deneault
10.2 Securities Exchange Agreement Filed herewith.
between the Company and Eric
Newlan
10.3 Securities Exchange Agreement Filed herewith.
between the Company and William E.
Sluss
3© Edgar Online, source
