UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices)
(
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 16, 2021, the Company filed an amendment to its Certificate of Designation of Series D Preferred Stock (the “Amendment No. 1”) with the Secretary of State of the State of Nevada, effective immediately. Amendment No. 1 amended the conversion price of the Series D Preferred Stock (the “Series D Preferred”) and provided that on the business day immediately preceding the listing of the Company’s common stock (the “Common Stock”) on a national securities exchange, without any further action, all shares of Series D Preferred shall automatically convert into shares of Common Stock at the Fixed Price, which shall be defined as the closing price of the Common Stock on the trading day immediately preceding the date of issuance of the Series D Preferred (subject to adjustment for any reverse or forward split of the Common Stock).
The foregoing description of the Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full texts of Amendment No. 1, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to the Certificate of Designation for Series D Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 22, 2021
| SPECTRUM GLOBAL SOLUTIONS, INC. | ||
|
By: |
/s/ Mark Porter | |
| Name: | Mark Porter | |
| Title: | Chief Executive Officer | |
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