ITEM 5.02—DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On September 11, 2017, the board of directors of CannaSys, Inc., appointed Benjamin Tyson to its board of directors, to serve until his successor is elected and qualified. Mr. Tyson is the founder and chief executive officer of the Beta Killers laboratory, an innovation and prototype center focusing on high-impact technology, from which we acquired the initial version of our Citizen Toke application. Through Beta Killers LLC, he has founded numerous tech start-ups, including Citizen Toke, Kushmoji, DenVR, Brash, and Kryptico. We believe Mr. Tyson’s addition will
be instrumental in the continued development of valuable features for the Citizen Toke platform, the expansion of the underlying technology into new vertical markets, and the proper integration of the platform technology with complimentary technologies in the regulated cannabis industry.
ITEM 5.03—AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
CannaSys, Inc., filed a Certificate of Amendment to Certificate of Designation after Issuance of Class of Series for its Series A Preferred Stock and a Certificate of Designation for its Series B Preferred Stock, both of which became effective September 18, 2017.
The Amendment to Certificate of Designation for its Series A Preferred Stock designates the rights, privileges, and preferences of 2,500,000 shares of Series A Preferred Stock. The Certificate of Designation for its Series B Preferred Stock designates the rights, privileges, and preferences of 2,000,000 shares of Series B Preferred Stock. The Series A Preferred Stock and Series B Preferred Stock rank equal to the common stock respecting the payment of dividends and distribution of assets upon liquidation, dissolution, or winding up.
Series A Preferred Stock
The Series A Preferred Stock may not be redeemed.
At any time after six months from the time CannaSys files an amendment to its articles of incorporation with the Nevada Secretary of State effecting an increase in authorized shares of its common stock (the “Recapitalization”) and before the second anniversary of the Recapitalization, shares of Series A Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of four shares of fully paid and nonassessable common stock for one share of Series A Preferred Stock. All shares of Series A Preferred Stock outstanding as of the second anniversary of the Recapitalization will immediately and automatically convert into shares of common stock without any notice or action required on the part of CannaSys or the holder. At the consummation of the mandatory conversion, the holders of Series A Preferred Stock will be entitled to receive four shares of common stock for one share of Series A Preferred Stock.
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The Series A Preferred Stock will be voted with the common stock as a single class and will not be entitled to vote as a separate class, except to the extent that the consent of the holders of the Series A Preferred Stock, voting as a class, is specifically required by the provisions of the corporation laws of the state of Nevada, as now existing or as hereafter amended. Each holder of Series A Preferred Stock will be entitled to 100 votes for each share of such stock held on all matters submitted to a vote of the stockholders of CannaSys. Whenever holders of Series A Preferred Stock are required or permitted to take any action by vote, such action may be taken without a meeting in a written consent setting forth the action so taken and signed by the holders of the outstanding shares of Series A Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all such shares entitled to vote thereon were present and voted. Each share of the Series A Preferred Stock will entitle the holder thereof to one vote on all matters to be voted on by the holders of the Series A Preferred Stock.
See
the Amendment to Certificate of Designation after Issuance of Class or Series for the Series A Preferred Stock for additional information relating to the payment of dividends, adjustments to conversion rate, and other matters.
Series B Preferred Stock
The Series B Preferred Stock may not be redeemed.
At any time after six months from the Recapitalization and before the second anniversary of the Recapitalization, shares of Series B Preferred Stock may be converted at the holder’s election into shares of common stock, at the conversion rate of one share of fully paid and nonassessable common stock for one share of Series B Preferred Stock. All shares of Series B Preferred Stock outstanding as of the second anniversary of the Recapitalization will immediately and automatically convert into shares of common stock without any notice or action required on the part of CannaSys or the holder. At the consummation of the mandatory conversion, the holders of Series B Preferred Stock will be entitled to receive one share of common stock for one share of Series B Preferred Stock.
The Series B Preferred Stock will be voted with the common stock as a single class and will not be entitled to vote as a separate class, except to the extent that the consent of the holders of the Series B Preferred Stock, voting as a class, is specifically required by the provisions of the corporation laws of the state of Nevada, as now existing or as hereafter amended. Each holder of Series B Preferred Stock will be entitled to 1,000 votes for each share of such stock held on all matters submitted to a vote of the stockholders of CannaSys. Whenever holders of Series B Preferred Stock are required or permitted to take any action by vote, such action may be taken without a meeting in a written consent setting forth the action so taken and signed by the holders of the outstanding shares of Series B Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all such shares entitled to vote thereon were present and voted. Each share of the Series B Preferred Stock will entitle the holder thereof to one vote on all matters to be voted on by the holders of the Series B Preferred Stock.
See
the Certificate of Designation for the Series B Preferred Stock for additional information relating to the payment of dividends, adjustments to conversion rate, and other matters.
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