BIOSOLAR, INC. (OTCMKTS:BSRC) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 28, 2019, the board of directors (the “Board”) of BioSolar, Inc. (the “Company”) approved the designation of 1,000 shares Series A Preferred Stock (the “Series A Preferred Stock”), and the issuance of the Shares to the Company’s Chief Executive Officer, David Lee.
On October 29, 2019, as approved by the Board, the Company filed the Certificate of Designation (the “Certificate of Designation”) for its newly-created Series A Preferred Stock with the Secretary of State of Nevada designating 1,000 shares of its authorized preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock have a par value of $0.0001 per share. The Series A Preferred Stock does not have a dividend rate or liquidation preference and are not convertible into shares of the Company’s common stock.
For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have voting power equal to 51% of the total vote (representing a super majority voting power) on all shareholder matters of the Company. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series A Preferred Stock.
The shares of the Series A Preferred Stock shall be automatically redeemed by the Company at their par value on the first to occur of the following triggering events: (i) a date forty five (45) days after the effective date of the Certificate of Designation, (ii) on the date that Mr. Lee ceases, for any reason, to serve as officer, director or consultant of the Company, or (ii) on the date that the Company’s shares of common stock first trade on any national securities exchange and such listing is conditioned upon the elimination of the preferential voting rights of the Series A Preferred Stock set forth in the Certificate of Designation.
Additionally, the Company is prohibited from adopting any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, as set forth in the Certificate of Designation, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.
This description of the Certificate of Designation is only a summary and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation attached as Exhibit 3.1 hereto.
As previously reported, the Company entered into agreements to which it issued convertible notes to various accredited investors, which notes are convertible into shares of the Company’s common stock on the terms and subject to the conditions set forth in the various purchase agreements and associated notes. In October, 2019, certain of the accredited investors converted an aggregate of $60,966 of principal, interest and fees under the convertible notes issued between May 2, 2014 and April 25, 2019 into an aggregate of 7,067,075 shares of the Company’s common stock.
The securities above were offered and sold to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, since, among other things, the transactions did not involve public offerings of securities.
Item 9.01 Financial Statements and Exhibits.
|3.1||Certificate of Designation of Series A Preferred Stock|
BioSolar Inc Exhibit
EX-3.1 2 f8k102919ex3-1_biosolar….
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About BIOSOLAR, INC. (OTCMKTS:BSRC)
BioSolar, Inc. is engaged in developing technologies and materials for storing electrical energy produced by photovoltaic solar modules. The Company offers BioBacksheet, a green back sheet for photovoltaic solar panels. BioBacksheet is a bottom layer of the conventional photovoltaic panels that provides electrical insulation, protection from the environment, and an increase in the panel output. It also focuses on the development of polymer-based components for supercapacitors and batteries. It offers bio-based components for thermal and durability requirements of solar module manufacturing processes. It also offers multiple versions of its bio-based back sheet. The mono-layer BioBacksheet version is designed for conventional crystalline silicon (c-Si) solar modules, as well as for certain thin film solar modules. These back sheets are available in rolls of film for direct use in lamination and roll-to-roll assembly systems. It uses Nylon 11 in its BioBacksheet.