Life Clips, Inc. (OTCMKTS:LCLP) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
On May 25, 2017, Life Clips, Inc. (the Company) issued 1,000,000
shares of newly created Series A Preferred Stock of the Company
(the Series A Stock), as discussed in Item 5.03 of this Current
Report on Form 8-K, to Victoria Rudman, the Companys Chief
Financial Officer, in return for services provided to the Company
by Ms. Rudman and to ensure Ms. Rudmans continued service to the
Company. The description of the Series A Stock and other
information set forth in Item 5.03 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02. The shares
of Series A Stock were issued in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended, on the basis that the transaction did not
involve a public offering.
Item 3.03 Material Modification to Rights of Security
Holders.
The disclosure set forth in Item 5.03 is incorporated herein by
reference.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The description of the issuance of the Series A Stock to Mr.
Rudman set forth in Item 3.02 of this Current Report on Form 8-K
is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
Effective as of May 19, 2017, the Company amended its Articles of
Incorporation to designate the Series A Stock as a series of
preferred stock of the Company.
1,000,000 shares of Series A Stock are authorized, with a par
value of $0.001 per share. Each share of Series A Stock ranks,
with respect to dividend rights and rights upon liquidation,
winding up or dissolution of the Company, the same as the common
stock of the Company, par value $0.001 per share (the Common
Stock) and is not entitled to any specific dividends or other
distributions, other than those declared by the Board of
Directors. Each share of Series A Stock has 100 votes on any
matter submitted to the shareholders of the Company, and the
Series A Stock votes together with the holders of the outstanding
shares of all other capital stock of the Company (including the
Common Stock and any other series of preferred stock then
outstanding), and not as a separate class, series or voting group
on any such matter. The Series A Preferred Stock is not
transferrable by the holder, and may be redeemed by the Company
at any time for the par value. In the event that the holder of
Series A Preferred Stock who is an employee or officer of the
Company leaves their position as an employee or officer of the
Company for any reason, the Series A Preferred Stock held by that
holder will be automatically cancelled and will revert to being
authorized and unissued shares of Series A Preferred Stock. The
Series A Preferred Stock is not convertible into any other class
of shares of the Corporation.
The information set forth above is qualified in its entirety by
reference to the actual terms of the Certificate of Designation
of Preferences, Rights and Limitations of Series A Preferred
Stock of Life Clips, Inc. (the Certificate of Designation)
attached hereto as Exhibit 3.1 and which is incorporated herein
by reference.
The Certificate of Designation for the Series A Stock is attached
hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibit | |
| 3.1* |
Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock of Life Clips, Inc. |
* Filed herewith.
About Life Clips, Inc. (OTCMKTS:LCLP)
Life Clips, Inc., formerly Blue Sky Media Corporation, is engaged in developing software. The Company is focused on the marketing of the HP branded products, as well as the Mobeego products in the United States as well as internationally. The Company holds a sublicense to use, reproduce and display the HP trademarks in various territories on HP Branded Products. The Company’s products will be the HP branded action cameras, 360 cameras, dash cameras and still cameras. In addition, the Company will sell Mobeego batteries. The Company is focused on products, including Batteries, The Battery (Energy Unit) and Adapter. Its Energy Unit consists of a custom designed plastic casing, shaped as a small can of energy drink, hosting a lithium battery. The Company plans to sell its products through retailers directly and through distributors. In addition to its international sales, the Company plans to sell directly to retailers in the United States. Life Clips, Inc. (OTCMKTS:LCLP) Recent Trading Information
Life Clips, Inc. (OTCMKTS:LCLP) closed its last trading session 00.00000 at 0.00500 with 411,116 shares trading hands.