UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On December 20, 2023, the Certificate of Designation of Series A Convertible Preferred Stock (“Series A Stock”) of Data443 Risk Mitigation, Inc. (the “Company”) was amended (as so amended, the “Amended Series A CoD”) in order (i) to add a beneficial ownership limitation to the Series A Stock, such that a holder may not convert Series A Stock into the Company’s common stock, par value $0.001 (“Common Stock”) to the extent that the holder would beneficially own more than 9.99% of the Common Stock outstanding immediately after giving effect to the conversion of Series A Stock and (ii) to revert the conversion ratio of the Company’s Series A Stock to its pre-reverse stock split conversion ratio of 1,000 shares of Common Stock, for each one share of Series A Stock. The Amended Series A CoD is filed as exhibit 3.1 hereto and incorporated by reference into this Item 5.03.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits. |
The following exhibits are furnished with this Report:
| Exhibit No. | Exhibit Description | |
| 3.1 | Form of Amendment to Certificate of Designation of Series A Convertible Preferred Stock of Data443 Risk Mitigation, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
| Date: December 22, 2023 | ||
| DATA443 RISK MITIGATION, INC. | ||
| By: | /s/ Jason Remillard | |
| Jason Remillard | ||
| Chief Executive Officer | ||
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