AIM EXPLORATION INC. (OTCMKTS:AEXE) Files An 8-K Material Modification to Rights of Security Holders

AIM EXPLORATION INC. (OTCMKTS:AEXE) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification of Rights of Security Holders

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On August 3, 2017, to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up to eight thousand (8,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will participate on an equal basis per-share with holders of our common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series B Preferred Stock are entitled to convert each share of Series B Preferred Stock into one hundred thousand (100,000) shares of common stock. The conversion rate shall not adjust with any combination or reserve split of our outstanding common stock. Holders of Series B Preferred Stock are not entitled to vote, except as it pertains to amendments of the Certificate of Designation, or to receive dividends. Each share of Series B Preferred Stock shall have anti-dilution protection such that any issuance of common stock shall result in an equal number of shares issued to holders of Series B Preferred Stock.

The rights of the holders of Series B Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on August 3, 2014, attached hereto as Exhibit 3.1, and is incorporated by reference herein.

On August 3 2017, to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up to one thousand (1,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will participate on an equal basis per-share with holders of our common stock, Series A Preferred Stock and Series B Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series C Preferred Stock are entitled to convert each share of Series C Preferred Stock into fifty thousand (50,000) shares of common stock. The conversion rate shall not adjust with any combination or reserve split of our outstanding common stock. Holders of Series C Preferred Stock are not entitled to vote, except as it pertains to amendments of the Certificate of Designation, or to receive dividends.

The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on August 3, 2017, attached hereto as Exhibit 3.2, and is incorporated by reference herein.

On August 3 2017, to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series D Preferred Stock, consisting of up to one million (1,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series D Preferred Stock will participate on an equal basis per-share with holders of our common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in any distribution upon winding up, dissolution, or liquidation. At any time before or on 12 months from issuance, Holders of Series D Preferred Stock are entitled to convert each share of Series D Preferred Stock into shares of common stock at 20% of the closing price of our common stock, provided that the closing price is at least $3.00 per share. At any time after 12 months from issuance, Holders of Series D Preferred Stock are entitled to convert each share of Series D Preferred Stock into shares of common stock at 20% of the closing price of our common stock or, alternatively, into a convertible promissory note which shall accrue interest at 10% per annum and shall be convertible into our shares of common stock at 20% of the closing price of our common stock. If not sooner converted as provided above, at two years from issuance, we are required to redeem all outstanding shares of Series D Preferred Stock by paying the holders 115% of the stated value of their shares. We may also exercise this right of redemption before two years in our sole discretion. Holders of Series D Preferred Stock are not entitled to vote, except as it pertains to amendments of the Certificate of Designation, or to receive dividends.

The rights of the holders of Series D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on August 3, 2017, attached hereto as Exhibit 3.3, and is incorporated by reference herein.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 Amendments to Articles of Incorporation or Bylaws

The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

Certificate of Amendment, dated August 3, 2017

Certificate of Designation, dated August 3, 2017

Certificate of Designation, dated August 3, 2017


Aim Exploration Inc. Exhibit
EX-3.1 2 aexe_ex3-1.htm CERTIFICATE OF AMENDMENT,…
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