UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 4, 2024, Sigma Additive Solutions, Inc. (the “Company”) filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993 shares of the Company’s preferred stock as Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred”). The Series F Preferred was designated by the Company in connection with its recent acquisition of NextTrip Holdings, Inc. (“NextTrip”), and, in the event that the Company does not have sufficient shares of common stock available to fulfill its obligations pursuant to the share exchange agreement governing the terms of the acquisition, shares of Series F Preferred shall be issued to the previous equityholders of NextTrip in lieu of shares of Company common stock.
The terms and conditions set forth in the Certificate of Designation are summarized below:
Ranking. The Series F Preferred rank pari passu to the Company’s common stock.
Dividends. Holders of Series F Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock.
Voting. Except as provided by the Company’s amended and restated articles of incorporation, as amended (“Articles”) or as otherwise required by the Nevada Revised Statutes, holders of Series F Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of Common Stock into which the Series F Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series F Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series F Preferred or alter or amend the Certificate of Designation, (ii) amend its Articles or other charter documents in any manner that adversely effects any rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect to the foregoing.
Conversion. On such date that the Company amends its Articles to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Conversion Ratio”).
Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”), holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.
The foregoing description of the Series F Preferred is qualified, in its entirety, by the full text of the Certificate of Designation, a copy of which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 3.1, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
As disclosed in that Current Report on 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 2, 2024 (the “Prior Report”), the Company convened its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on December 28, 2023. Due to difficulties securing votes from a significant number of stockholders, the Company elected to adjourn the Annual Meeting until January 16, 2024 (the “Adjourned Portion”), solely with respect to Proposals 2 and 3, as described in the Company’s Definitive Proxy Statement filed with the SEC on December 1, 2023, in order to allow additional time for stockholders to vote on such proposals.
Due to continued difficulties securing votes from stockholders on Proposals 2 and 3, the Company has determined to withdraw Proposals 2 and 3 from stockholder consideration. As a result, the Company determined to cancel reconvening of the Adjourned Portion of the Annual Meeting scheduled for January 16, 2024.
All other proposals set forth in the Definitive Proxy Statement were submitted to stockholder vote at the Company’s Annual Meeting on December 28, 2023, as disclosed in the Prior Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Certificate of Designation of Series F Convertible Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
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.
| Date: January 9, 2024 | SIGMA ADDITIVE SOLUTIONS, INC. | |
| By: | /s/ William Kerby | |
| William Kerby | ||
| Chief Executive Officer | ||