HYPERSOLAR, INC. (OTCMKTS:HYSR) 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 November 25, 2019, Hypersolar, Inc. (the “Company”) filed a certificate of designation of preferences, rights and limitations (the “Certificate of Designation”) of Series B Preferred Stock (the “Series B Preferred Stock”), with the Secretary of State of Nevada, designating 1,000 shares of preferred stock, par value $0.001 of the Company, as Series B Preferred Stock.
The Series B Preferred Stock does not pay a dividend, does not have any liquidation preference over other securities issued by the Company and are not convertible into shares of the Company’s common stock.
For so long as any shares of the Series B 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 B Preferred Stock.
The shares of the Series B 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 sixty (60) days after the effective date of the Certificate of Designation, (ii) on the date that Timothy Young 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 B 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 all of the outstanding shares of Series B Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series B 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 B Preferred Stock.
On November 20, 2019, the Company approved the issuance of 1,000 shares of the Series B Preferred Stock to the Company’s Chief Executive Officer, Timothy Young. The shares were offered and sold to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended.
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.
Item 9.01 Financial Statements and Exhibits.
|3.1||Certificate of Designation of Series B Preferred Stock|
Hypersolar, Inc. Exhibit
EX-3.1 2 f8k112519ex3-1_hypersolar….
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About HYPERSOLAR, INC. (OTCMKTS:HYSR)
Hypersolar, Inc. is engaged in developing a solar-powered particle system that mimics photosynthesis to separate hydrogen from water. The Company intends for technology of this system to be licensed for the production of renewable hydrogen to produce renewable electricity and hydrogen for fuel cells. The Company is focused on developing a submersible hydrogen production particle that can split water molecules under the sun, emulating the functions of photosynthesis. Each particle is a complete hydrogen generator that contains a high voltage solar cell bonded to chemical catalysts by an encapsulation coating. The Company is developing a modular system that enables the daily production and storage of hydrogen for any time use in electricity generation, oil and gas refining, fertilizer manufacturing or any other applications of hydrogen. The Company’s technology is HyperSolar H2Generator. The Company has not generated any revenues.