BALTIA AIR LINES, INC. (OTCMKTS:BLTA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On March 9, 2017, Baltia Air Lines, Inc. (the Company) filed a
Certificate of Amendment (the Amendment) to its Certificate of
Incorporation (Certificate of Incorporation) with the Secretary
of State of the State of New York, to which the Company
designated Series C Convertible Preferred Stock (the Series C
Preferred Stock). The Amendment authorized the issuance of 10,000
shares of Series C Preferred Stock with a stated value of $100
per share (the Stated Value).
The Series C Preferred Stock shall receive annual dividends in
the amount of 12% of the Stated Value, payable at the option of
the Company in cash or shares of the Companys common stock (the
Common Stock), valued at the average of the volume weighted
average price for the 10 trading days prior to the date set for
the payment of the dividend. No dividends may be paid to holders
of Common Stock or other preferred stock that by its terms are
junior to the Series C Preferred Stock.
The Series C Preferred Stock is subject to optional conversion on
or after the first anniversary of the date of first issuance,
into shares of Common Stock at a conversion price equal to 50% of
the average closing bid price of the Companys Common Stock from
February 14, 2018 to February 28, 2018, divided by the Stated
Value plus accrued but unpaid dividends, subject to certain
anti-dilution protections.
The Series C Preferred Stock is subject to forced redemption by
the Company upon the first anniversary of the date of the initial
issuance at a price of 120% of the Stated Value of the Series C
Preferred Stock redeemed, plus accrued but unpaid dividends.
Series C Preferred Stockholders can vote with the shares of
Common Stock on an as converted basis. Series C Preferred
Stockholders have liquidation rights that are senior to all of
the Companys Common Stock and any preferred stock that by its
terms are junior to the Series C Preferred Stock, but junior to
any other preferred stock which by their terms are senior to the
Series C Preferred Stock.
The preceding is not a complete description of all of the terms
of the Series C Preferred Stock. Please see Exhibit 3.1 to this
Current Report on Form 8-K for additional terms.
Item 9.01. Exhibits
| 3.1 |
Certificate of Amendment of the Companys Certificate of Incorporation, dated March 9, 2017 |
About BALTIA AIR LINES, INC. (OTCMKTS:BLTA)
Baltia Air Lines, Inc. (Baltia) is a development-stage company. The Company provides scheduled air transportation from the United States to Russia, the Baltic States and the Ukraine. Baltia is in Phase III of the FAA Air Carrier Certification. The Company has two trademarks: Baltia and Voyager Class. Baltia intends to commence scheduled non-stop service from its Base of Operations at Terminal 4, JFK Int’l Airport in New York to Pulkovo II Int’l Airport of St. Petersburg. The Company intends to provide nonstop passenger, cargo and mail service from JFK to St. Petersburg and from JFK to Riga, with online service to Minsk, Kiev and Tbilisi, as well as back up service to Moscow. It intends to operate as a Part 121 carrier, a heavy jet operator. Baltia intends to start the JFK-St. Petersburg service with one round-trip flight per week, then increase the frequency to over three round trips, and then to approximately five round trips. BALTIA AIR LINES, INC. (OTCMKTS:BLTA) Recent Trading Information
BALTIA AIR LINES, INC. (OTCMKTS:BLTA) closed its last trading session up +0.00060 at 0.00580 with 13,255,043 shares trading hands.