AIADVERTISING, INC. : amendments to the articles of inc. or regulations; Change of fiscal year, submission of questions to a securityholder vote, financial statements and supporting documents (Form 8-K)

Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of exercise.

At September 29, 2021, AiAdvertising, Inc. (the “Company”) has filed a Withdrawal Certificate with the Secretary of State of nevada, to withdraw the existing designation certificate of the Series H Preferred Share Company, filed a designation certificate for a new series H Preferred Share with the Secretary of State of nevada, and issued 1,000 Series H preferred shares to André Van Noy, Chief Executive Officer of the Company, for services rendered.

In accordance with the certificate of designation of the new series of preferred shares, series H, the Company has designated 1,000 preferred shares as preferred shares of series H. The preferred shares of series H are not convertible into common shares and have no dividend right or any liquidation preference. The Series H preferred shares give their holder 51% of the voting rights of the shareholders of the Company. The Series H preferred shares will be automatically redeemed by the Company at the par value of $ 0.001 per share, on the earliest of the following events: (i) sixty days after the effective date of the designation certificate, (ii) the date on which André Van Noy ceases to act as an officer, director or consultant of the Company, or (iii) on the date on which the ordinary shares of the Company are first traded on a national stock exchange and such listing is conditional on the elimination of preferential voting rights.

Item 5.07 Submission of Matters to the Vote of Securityholders.

At September 30, 2021, André Van Noy, the holder of the majority of the voting rights of the shareholders of the Company, and the Chief Executive Officer of the Company, have approved by written consent an action to authorize the board of directors of the Company to amend the articles of the Company. Company, to effect a divestment of shares from the ordinary shares of the Company by a ratio of at least 1 to 100 and not to more than 1 to 1,000 at any time before the first anniversary of the filing of the information statement final regarding the Consolidation, with the Board of Directors having discretion whether or not to effect the Split, and the exact ratio of any Split to be set at a whole number within the above range, as determined by the Board at its discretion.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits



Exhibit No.   Exhibit
3.1             Certificate of Designation of Series H Preferred Stock
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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