CLOUDCOMMERCE, INC. (OTCMKTS:CLWD) 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 December 30, 2019, CloudCommerce, Inc. (the “Company”) filed a Certificate of Designation (the “Certificate of Designation”) of Series F Preferred Stock (the “Series F Preferred Stock”) with the Secretary of State of Nevada. The Certificate of Designation designates 800,000 shares of the Company’s authorized preferred Stock as Series F Preferred Stock.
Each share of Series F Preferred Stock has a stated value of $25. The Series F Preferred Stock is not convertible into shares of the Company’s common stock. The holders of outstanding shares of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the Company’s common stock. Such dividends will be on a pari passu basis with the Company’s outstanding Series A Preferred Stock. The holders of the Series F Preferred Stock are entitled to a liquidation preference in an amount equal to $25 per share plus any declared but unpaid dividends, before any payments to holders of common stock. The Series F Preferred Stock has no preemptive or subscription rights, and there is no sinking fund provisions applicable to the Series F Preferred Stock. The Series F Preferred Stock does have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation. To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption price of $25 per share plus any accrued but unpaid dividends.
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 Certificate of Designation attached as Exhibit 3.1 hereto.
Item 9.01 Financial Statements and Exhibits.
|3.1||Certificate of Designation of Series F Preferred Stock|
CLOUDCOMMERCE, INC. Exhibit
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About CLOUDCOMMERCE, INC. (OTCMKTS:CLWD)
CloudCommerce, Inc. is a global provider of cloud-driven e-commerce and mobile commerce solutions. The Company focuses primarily on four main areas: engaging frontend design, backend integration, digital marketing and analytics, and complete solutions management. The Company’s core solutions build enterprise back-end application integrations, drive traffic mobile e-commerce, desktop e-commerce and manage hosting. The Company’s digital marketing services include search engine optimization, e-mail campaign creation and social promotions. In addition to digital marketing services, it also applies data analytics to enable businesses understand the behavior of their online customers. In addition to development, the Company also manages its client solutions with services, such as technology consulting, ongoing maintenance, hosting infrastructure build out and management. It customizes solutions using middleware or custom engineering to achieve any level of integration the customers desire.