GYROTRON TECHNOLOGY, INC. (OTCMKTS:GYTI) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
The information contained below in Item 5.03 is hereby
incorporated by reference into this Item 3.02.
Gyrotron Technology, Inc. (the Company) has sold to an
unaffiliated accredited investor in a private offering, 2,860
shares of 17% Convertible Redeemable Series A3 Preferred Stock
(Series A3 Stock), par value $.001 per share, at a price of
$43.75 per share, for aggregate gross proceeds of $125,125. The
shares of Series A3 Stock were offered and sold in reliance on an
exemption from the registration requirements of the Securities
Act of 1933, as amended, under Section 4(2) thereof. The
purchaser made customary representations regarding their
intention to acquire the securities for investment only and not
with view to or for sale in connection with any distribution
thereof.
Section 5-Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation of
Bylaws; Change in Fiscal Year.
On March 21, 2017, the Secretary of State of the State of
Delaware accepted the filing of a Certificate of Designation of
Preferences, Rights and Limitations of 17% Convertible Redeemable
Series A3 Preferred Stock (the Certificate of Designation)
designating 25,000 shares of the Companys authorized preferred
stock as Series A3 Stock
Each share of Series A3 Stock has a liquidation preference equal
to $43.75 per share plus any accrued or declared and unpaid
dividends owed to holders of shares. In the event of a
liquidation, winding up, or dissolution of the Company, the
Series A3 Stock ranks senior to the common stock, pari passu with
the Companys Series A, A1 and A2, and junior to the Series B, B1,
and B2 preferred stock. Cumulative dividends on each share of
Series A3 Stock accrue at a rate of 17% of the $43.75 liquidation
amount. Dividends are payable quarterly, in cash, when and if
declared by the board of directors. The dividends accrue whether
or not they have been declared by the board of directors and
whether or not there are profits or other funds legally
available. The holder of Series A3 Stock has the right, at any
time, to convert each share into common stock at a conversion
ratio of one share of Series A3 Stock to 100 shares of common
stock (i.e. at a conversion price of $0.4375 per common stock).
In the event that payment of the dividend on the Series A3 Stock
is six quarters in arrears or the Company does not accept a
repurchase request as described below, then (a) the dividend rate
shall increase to 20% and (b) the holder or holders of a majority
of the shares of Series A3 Stock, voting separately as a class
from all other classes, but together with any pari passu class
having similar rights, shall have the right to elect a majority
of the directors of the board of directors of the Company.
The conversion ratio and price is subject to customary adjustment
when the Company declares or pays dividends, makes a distribution
on common stock payable in common shares, or affects a
subdivision, split, consolidation, combination, or reverse split
of outstanding common shares or similar corporate action. The
Company, at its option, may require conversion of all or any
pro-rata portion of shares of Series A3 Stock outstanding into
common stock if at any time (i) the common stock is listed for
trading on a national securities exchange, an inter-dealer
automated quotation system, or the over the counter bulletin
board, (ii) the Company shall have prepared and filed with the
Securities and Exchange Commission a registration statement
covering the shares of common stock to be issued upon due
conversion of the Series A3 Stock, and such registration
statement shall have been declared effective under the Securities
Act of 1933, (iii) during any preceding period of twenty
consecutive trading days (while clause (i) and (ii) above are
fulfilled) the closing price equals or exceeds 200% of the
conversion price then in effect, and (iv) the Company is current
on its dividends on the Series A3 Stock. The holders of Series A3
Stock have the right to one vote for each share of common stock
into which such share of Series A3 Stock could then be converted.
On or after May 31, 2022, a holder of Series A3 Stock may request
the Company to repurchase (and the Company may offer to
repurchase), on the date which is 30 calendar days thereafter,
all shares of Series A3 Stock held by such holder for cash equal
to $43.75 per share plus accrued and unpaid dividends as of the
repurchase date.
The foregoing summary of the Certificate of Designation is
qualified in its entirety by reference to the complete
Certificate of Designation, a copy of which is attached hereto as
Exhibit 3.15 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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3.15 |
Certificate of Designation of Preferences, Rights and |
About GYROTRON TECHNOLOGY, INC. (OTCMKTS:GYTI)
Gyrotron Technology, Inc. is an industrial technologies company. The Company develops and seeks to license industrial technologies primarily to the glass, semiconductor, food, footwear, adhesives and plastics industries, providing a method for heating for industrial processing. Its operations include developing and licensing industrial technologies based on the gyrotron beam, and marketing a continuous in-line process and equipment for the lamination of architectural flat glass and displays, and encapsulation of solar modules (the Gyrotron Laminating System). The Company has developed gyrotron beam applications in various fields of materials processing, including glass heating, melting, cutting, bending, sealing and tempering; semiconductor fabrication; solar cell processing, and ceramic firing, heating, coating and sealing. It provides Gyrotron technology, which is used to process polymers, wood, ceramics, minerals, fiberglass, composites, organic and other non-metallic materials. GYROTRON TECHNOLOGY, INC. (OTCMKTS:GYTI) Recent Trading Information
GYROTRON TECHNOLOGY, INC. (OTCMKTS:GYTI) closed its last trading session 00.000 at 0.400 with 2,500 shares trading hands.