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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 or 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): November 22, 2023
InnovaQor,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
000-33191 |
|
84-0436055 |
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
400
South Australian Avenue, Suite 800, West Palm Beach,
Florida |
|
33401 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(561)
421-1900 |
(Registrant’s
Telephone Number, Including Area Code) |
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
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 under Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
None |
|
None |
|
None |
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 November 22, 2023,
InnovaQor, Inc. (the “Company”) filed Certificates of Designation with the Secretary
of State of the State of Nevada to authorize two new series of preferred stock, the Series E Mandatory Convertible Preferred Stock
(the “Series E Preferred Stock”) and the Series F Mandatory Convertible Preferred Stock (the “Series F Preferred
Stock”). The following is a summary of certain terms of these two series.
General.
The Company’s Board of Directors designated 5,000 shares for each of the Series E Preferred Stock and the Series F Preferred Stock.
Stated
Value. The stated value of each share of Series E Preferred Stock and Series F Preferred Stock is initially $100.00. Each share’s
stated value increases by $20.00 upon each anniversary of its original issuance. The stated value of the Series E Preferred Stock shall
be (i) $100.00 until the day before the first anniversary of the original issue date of such preferred stock, (ii) $120.00 from the first
anniversary of the original issue date until the day before the second anniversary of the original issue date, and (iii) $140.00 from
and after the second anniversary of the original issue date until the mandatory conversion date for the Series E Preferred Stock. The
stated value of the Series F Preferred Stock shall be (i) $100.00 until the day before the first anniversary of the original issue date
of such preferred stock, (ii) $120.00 from the first anniversary of the original issue date until the day before the second anniversary
of the original issue date, (iii) $140.00 from the second anniversary of the original issue date until the day before the third anniversary
of the original issue date, and (iv) $160.00 from and after the third anniversary of the original issue date until the mandatory conversion
date of the Series F Preferred Stock.
Voting
Rights. Each share of Series E Preferred Stock and Series F Preferred Stock is entitled to vote on all matters submitted to a vote
of the holders of common stock. Each share has the whole number of votes equal to (i) the stated value of such share, divided by (ii)
the average closing price of the common stock on the 10 trading days immediately prior to the applicable record date for such vote (but
in no event less than the par value of the common stock). Without the affirmative vote of the holders of a majority of the then outstanding
shares of the Series E Preferred Stock or the Series F Preferred Stock, as the case may be, the Company cannot (a) alter or change adversely
the powers, preferences or rights given to the applicable series of preferred stock, or alter or amend the certificate of designation
(other than to increase the number of shares of such series of preferred stock), (b) amend the Company’s certificate of incorporation
or other charter documents in any manner that adversely affects any rights of the holders of such series of preferred stock, or (c) enter
into any agreement with respect to any of the foregoing.
Conversion.
Neither the Series E Preferred Stock nor the Series F Preferred Stock is convertible at any time at the option of the holder. The Series
E Preferred Stock shall automatically convert (unless previously redeemed by the Company) on its mandatory conversion date which is December
31, 2026. The Series F Preferred Stock shall automatically convert (unless previously redeemed by the Company) on its mandatory conversion
date, which is December 31, 2027. Each share is convertible into the number of shares of common stock equal to the Series E Preferred
Stock’s and the Series F Preferred Stock’s respective stated value on the applicable mandatory conversion date divided by
the average closing price of the common stock on the 10 trading days immediately prior to such mandatory conversion date (but in no event
less than the par value of the common stock).
Dividends.
The holders of Series E Preferred Stock and Series F Preferred Stock shall not be entitled to receive dividends on their shares of preferred
stock.
Redemption.
At any time, the Company may redeem all, or any part of, the Series E Preferred Stock or the Series F Preferred Stock. Any shares to
be redeemed shall be redeemed by the Company in cash in an amount equal to the stated value of the shares being redeemed.
Ranking.
The Series E Preferred Stock ranks, with respect to a liquidator (i) senior to the common stock, (ii) senior to any class or series of
capital stock of the Company thereafter created (unless such class or series of capital stock, by its terms, ranks senior to or on a
party with it), (iii) on parity with any class or series of capital stock of the Company thereafter created specifically ranking, by
its terms, on parity with it, (iv) junior to the Company’s Series A-1 Supermajority Voting Preferred Stock, Series B-1 Convertible
Redeemable Preferred Stock, Series C-1 Convertible Redeemable Preferred Stock and Series D Non-Convertible Preferred Stock, and (v) junior
to any class or series of capital stock of the Company thereafter created specifically ranking, by its terms, senior to it. The Series
F Preferred Stock ranks on a parity with the Series E Preferred Stock.
Liquidation
Preference. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, a holder of Series
E Preferred Stock or Series F Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company
an amount, for each share, equal to its stated value, plus any fees or other amounts then due and owing thereon under the respective
certificate of designation before any distribution or payment shall be made to the holders of any securities junior to the Series E Preferred
Stock or Series F Preferred Stock.
The
foregoing description of the Series E Preferred Stock and Series F Preferred Stock does not purport to be complete and is qualified by
reference to the Certificates of Designations of the Series E Preferred Stock and the Series F Preferred Stock, copies of which are filed
as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
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:
November 29, 2023 |
INNOVAQOR,
INC. |
|
|
|
|
By: |
/s/
Darrell Peterson |
|
|
Darrell Peterson |
|
|
Chief
Executive Officer |
|
|
(principal
executive officer) |
Exhibit 3.1
EXHIBIT
“A”
TO
CERTIFICATE
OF DESIGNATION
INNOVAQOR,
INC.
Section
1. Definitions. For the purposes hereof, the following terms shall have the following meanings:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.
“Alternate
Consideration” shall have the meaning set forth in Section 7(c).
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of Florida are authorized or required by law or other governmental action to close.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities
into which such securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Conversion
Amount” means the sum of the Stated Value at issue.
“Conversion
Price” shall have the meaning set forth in Section 6(b).
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Fundamental
Transaction” shall have the meaning set forth in Section 7(c).
“Holder”
means a holder of the Preferred Stock.
“Junior
Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities (i)
which are explicitly senior or pari passu to the Preferred Stock, or (ii) to which the Preferred Stock is explicitly junior in
dividend rights or liquidation preference.
“Liquidation”
shall have the meaning set forth in Section 5.
“Mandatory
Conversion Date” means December 31, 2026.
“Original
Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers
of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred
Stock.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Preferred
Stock” shall have the meaning set forth in Section 2.
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share
Delivery Date” shall have the meaning set forth in Section 6(c).
“Stated
Value” shall have the meaning set forth in Section 2.
“Subsidiary”
means any direct or indirect subsidiary of the Corporation presently existing or formed or acquired after the date hereof.
“Successor
Entity” shall have the meaning set forth in Section 7(c).
“Trading
Day” means a day on which the principal Trading Market is open for business.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
OTCQB, OTCQX or OTC Pink (or any successors to any of the foregoing).
“Transfer
Agent” means Olde Monmouth Stock Transfer Co., the current transfer agent of the Corporation with a mailing address of 200
Memorial Parkway, Atlantic Highlands, New Jersey 07716, and any successor transfer agent of the Corporation.
Section
2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series E Mandatory Convertible
Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 5,000. Each share of
Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to (i) $100.00, until the day before the first anniversary
of the Original Issue Date; (ii) $120.00 from the first anniversary of the Original Issue Date until the day before the second anniversary
of the Original Issue Date; and (iii) $140.00 from and after the second anniversary of the Original Issue Date (such amount, as applicable,
the “Stated Value”).
Section
3. Dividends. Except for stock dividends or distributions for which adjustments are to be made pursuant to Section 7, Holders
shall not be entitled to receive dividends on shares of Preferred Stock.
Section
4. Voting Rights. Each Holder shall be entitled to vote on all matters submitted to a vote of the holders of the Common
Stock. With respect to a vote of stockholders, each share of Preferred Stock held by a Holder shall be entitled to the whole number
of votes equal to (i) the Stated Value of such share of Preferred Stock, divided by (ii) the average closing price of the Common
Stock on the 10 Trading Days immediately prior to the applicable record date for such vote (but in no event less than the par value
of the Common Stock). With regard to any vote or written consent, the Preferred Stock shall be entitled to vote or, if applicable,
provide consent, together with the holders of Common Stock as if they were a single class of securities. However, as long as any
shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of
the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the
Preferred Stock or alter or amend this Certificate of Designation (other than to increase the number of shares of Preferred Stock),
(b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the
Holders, or (c) enter into any agreement with respect to any of the foregoing.
Section
5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),
the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated
Value, plus any fees or other amounts then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock
before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall
be insufficient to pay in full such amounts, then the entire assets available to be distributed to the Holders shall be ratably distributed
among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were
paid in full. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated
therein, to each Holder.
Section
6. Conversion.
(a)
Mandatory Conversion. Each share of Preferred Stock shall automatically convert (unless previously redeemed by the Corporation)
on the Mandatory Conversion Date into that number of shares of Common Stock determined by dividing the Stated Value of such share of
Preferred Stock by the Conversion Price. The Person entitled to receive the shares of Common Stock issuable upon mandatory conversion
of the Preferred Stock shall be treated as the record holder of such shares of Common Stock as of the close of business on the Mandatory
Conversion Date. No share of Preferred Stock may be converted prior to the Mandatory Conversion Date.
(b)
Conversion Price. The conversion price for the Preferred Stock shall equal the average closing price of the Common Stock on the
10 Trading Days immediately prior to the Mandatory Conversion Date, but in no event less than the par value of the Common Stock (the
“Conversion Price”).
(c)
Mechanics of Conversion.
(i)
Delivery of Conversion Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period (as defined below) after the Mandatory Conversion Date (the “Share Delivery Date”),
the Corporation shall deliver, or cause to be delivered, to the converting Holder the number of Conversion Shares being acquired upon
the conversion of the Preferred Stock. In compliance with the foregoing sentence, the Corporation shall deliver the Conversion Shares
required to be delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another established
clearing corporation performing similar functions. As used herein, “Standard Settlement Period” means the standard
settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the Common
Stock as in effect on the Mandatory Conversion Date.
(ii)
Obligations Absolute. The Corporation’s obligations to issue and deliver the Conversion Shares upon conversion of Preferred
Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder
or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person,
and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection
with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the
Corporation of any such action that the Corporation may have against such Holder. The Corporation may not refuse conversion based on
any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law or agreement
or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part
of the Preferred Stock of such Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of
such Holder in the amount of 150% of the Stated Value of Preferred Stock which is subject to the injunction, which bond shall remain
in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such
Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable,
cash, upon a properly noticed conversion. Nothing herein shall limit a Holder’s right to pursue actual damages for the Corporation’s
failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise
of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law.
(iii)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will have available out of its authorized and
unissued shares of Common Stock upon the Mandatory Conversion Date, free from preemptive rights or any other actual contingent purchase
rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares
of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the
then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall,
upon issue, be duly authorized, validly issued, fully paid and nonassessable.
(iv)
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred
Stock. As to any fraction of a share which the Holder would otherwise be entitled to receive upon such conversion, the Corporation shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Conversion Price or round up to the next whole share.
(v)
Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge
to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares.
All Conversion Shares issuable upon a conversion shall be issued and delivered in the name of the Holder of the applicable share of Preferred
Stock on the Mandatory Conversion Date.
Section
7. Certain Adjustments.
(a)
Subsequent Rights Offerings. If at any time the Corporation grants, issues or sells any Common Stock Equivalents or rights to
purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase
Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion
of such Holder’s Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the grant, issue or sale of such Purchase Rights calculated, for this purpose, as if such date were the Mandatory Conversion Date.
(b)
Pro Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Preferred Stock immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution calculated, for this purpose, as if such date were the Mandatory Conversion Date.
(c)
Fundamental Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon the conversion of this Preferred Stock on the Mandatory Conversion Date, the Holder shall have the
right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of
such Fundamental Transaction (calculated, for this purpose, as if the date of such occurrence were the Mandatory Conversion Date), the
number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of such Conversion Share. For purposes of any such conversion, the determination of the Conversion Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of
Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall
be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in
such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders
new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock
into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation
is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under
this Certificate of Designation in accordance with the provisions of this Section 7(c) pursuant to written agreements in form and substance
reasonably satisfactory to the Holders of a majority of the then outstanding shares of the Preferred Stock and approved by such Holders
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder of the Preferred Stock, deliver
to the Holder in exchange for the Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to the Preferred Stock which is convertible at the Mandatory Conversion Date for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon conversion of this Preferred Stock prior to such Fundamental Transaction (calculated as above), and with a conversion price which
applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock
and such conversion price being for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation
of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation
referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the
Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation with the same effect as
if such Successor Entity had been named as the Corporation herein.
(d)
Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.
(e)
Notice to the Holders. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any
reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or
substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained
for the purpose of conversion of this Preferred Stock, and shall cause to be delivered by email to each Holder at its last email address
as it shall appear upon the stock books of the Corporation, at least 20 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K.
Section
8. Ranking. With respect to a Liquidation, the Preferred Stock shall rank (i) senior to the Common Stock, (ii) senior to any class
or series of capital stock of the Corporation hereafter created (unless such class or series of capital stock specifically, by its terms,
ranks senior or on parity with the Preferred Stock), (iii) on parity with any class or series of capital stock of the Corporation hereafter
created specifically ranking, by its terms, on parity with the Preferred Stock, (iv) junior to the Corporation’s Series A-1 Supermajority
Voting Preferred Stock, Series B-1 Convertible Redeemable Preferred Stock, Series C-1 Convertible Redeemable Preferred Stock and Series
D Non-Convertible Preferred Stock, and (v) junior to any class or series of capital stock of the Corporation hereafter created specifically
ranking, by its terms, senior to the Preferred Stock.
Section
9. Redemption.
(a)
Corporation Optional Redemption. At any time the Corporation shall have the right to redeem all, or any part, of the Preferred
Stock then outstanding. The Preferred Stock subject to redemption pursuant to this Section 9(a) shall be redeemed by the Corporation
in cash in an amount equal to the Stated Value of the shares of Preferred Stock being redeemed. The Corporation may exercise its right
to require redemption under this Section 9(a) by delivering a written notice thereof to all the Holders. Each redemption notice shall
be irrevocable. The notice shall (x) state the date on which the redemption shall occur, which shall not be less than five Trading Days
nor more than 20 Trading Days following the delivery of the notice and (y) state the number of shares of Preferred Stock being redeemed
from each Holder.
(b)
Mechanics of Redemption. The Corporation shall deliver the applicable redemption prices to each Holder in cash on the applicable
redemption date. In the event of redemption of less than all of the Preferred Stock, the Corporation shall deliver to each Holder a new
certificate representing the shares of Preferred Stock which have not been redeemed. If the Corporation does not pay the applicable redemption
price to a Holder, such Holder, at its option, may deliver notice to the Corporation that the redemption of its shares for which it has
not been paid shall be null and void.
Section
10. Miscellaneous.
(a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder shall be in writing
and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight courier service, addressed to the Corporation,
at the address of its principal executive offices, Attention: Darrell Peterson, email address dpeterson@innovaqor.com, or such other
e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this
Section 10. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing
and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight courier service addressed to each Holder
at the e-mail address or address of such Holder appearing on the books of the Corporation. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered
via e-mail attachment at the e-mail address set forth in this Section prior to 5:30 p.m. (Eastern time) on any date, (ii) the next Trading
Day after the date of transmission, if such notice or communication is delivered via e-mail attachment at the e-mail address set forth
in this Section on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day, (iii) the second Trading
Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given.
(b)
Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate,
or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so
mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of
the ownership hereof and indemnity reasonably satisfactory to the Corporation.
(c)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation
shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles
of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated
by this Certificate of Designation or the Preferred Stock (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the County of Palm Beach,
Florida. The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of such courts for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
such courts, or such courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions
contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate
of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
(d)
Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of
Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term
of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder)
of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other
occasion. Any waiver by the Corporation or a Holder must be in writing.
(e)
Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate
of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder
violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law.
(f)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
or other obligation shall be made on the next succeeding Business Day.
(g)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation
and shall not be deemed to limit or affect any of the provisions hereof.
(h)
Status of Converted or Redeemed Preferred Stock. If any shares of Preferred Stock shall be converted, redeemed or reacquired by
the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated
as Series E Mandatory Convertible Preferred Stock.
Exhibit 3.2
EXHIBIT
“A”
TO
CERTIFICATE
OF DESIGNATION
INNOVAQOR,
INC.
Section
1. Definitions. For the purposes hereof, the following terms shall have the following meanings:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.
“Alternate
Consideration” shall have the meaning set forth in Section 7(c).
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of Florida are authorized or required by law or other governmental action to close.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities
into which such securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Conversion
Amount” means the sum of the Stated Value at issue.
“Conversion
Price” shall have the meaning set forth in Section 6(b).
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Fundamental
Transaction” shall have the meaning set forth in Section 7(c).
“Holder”
means a holder of the Preferred Stock.
“Junior
Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities (i)
which are explicitly senior or pari passu to the Preferred Stock, or (ii) to which the Preferred Stock is explicitly junior in
dividend rights or liquidation preference.
“Liquidation”
shall have the meaning set forth in Section 5.
“Mandatory
Conversion Date” means December 31, 2027.
“Original
Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers
of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred
Stock.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Preferred
Stock” shall have the meaning set forth in Section 2.
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share
Delivery Date” shall have the meaning set forth in Section 6(c).
“Stated
Value” shall have the meaning set forth in Section 2.
“Subsidiary”
means any direct or indirect subsidiary of the Corporation presently existing or formed or acquired after the date hereof.
“Successor
Entity” shall have the meaning set forth in Section 7(c).
“Trading
Day” means a day on which the principal Trading Market is open for business.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
OTCQB, OTCQX or OTC Pink (or any successors to any of the foregoing).
“Transfer
Agent” means Olde Monmouth Stock Transfer Co., the current transfer agent of the Corporation with a mailing address of 200
Memorial Parkway, Atlantic Highlands, New Jersey 07716, and any successor transfer agent of the Corporation.
Section
2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series F Mandatory Convertible
Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 5,000. Each share of
Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to (i) $100.00, until the day before the first anniversary
of the Original Issue Date; (ii) $120.00 from the first anniversary of the Original Issue Date until the day before the second anniversary
of the Original Issue Date; (iii) $140.00 from the second anniversary of the Original Issue Date until the day before the third anniversary
of the Original Issue Date; and (iv) $160.00 from and after the third anniversary of the Original Issue Date (such amount, as applicable,
the “Stated Value”).
Section
3. Dividends. Except for stock dividends or distributions for which adjustments are to be made pursuant to Section 7, Holders
shall not be entitled to receive dividends on shares of Preferred Stock.
Section
4. Voting Rights. Each Holder shall be entitled to vote on all matters submitted to a vote of the holders of the Common
Stock. With respect to a vote of stockholders, each share of Preferred Stock held by a Holder shall be entitled to the whole number
of votes equal to (i) the Stated Value of such share of Preferred Stock, divided by (ii) the average closing price of the Common
Stock on the 10 Trading Days immediately prior to the applicable record date for such vote (but in no event less than the par value
of the Common Stock). With regard to any vote or written consent, the Preferred Stock shall be entitled to vote or, if applicable,
provide consent, together with the holders of Common Stock as if they were a single class of securities. However, as long as any
shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of
the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the
Preferred Stock or alter or amend this Certificate of Designation (other than to increase the number of shares of Preferred Stock),
(b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the
Holders, or (c) enter into any agreement with respect to any of the foregoing.
Section
5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),
the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated
Value, plus any fees or other amounts then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock
before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall
be insufficient to pay in full such amounts, then the entire assets available to be distributed to the Holders shall be ratably distributed
among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were
paid in full. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated
therein, to each Holder.
Section
6. Conversion.
(a) Mandatory
Conversion. Each share of Preferred Stock shall automatically convert (unless previously redeemed by the Corporation) on the Mandatory
Conversion Date into that number of shares of Common Stock determined by dividing the Stated Value of such share of Preferred Stock by
the Conversion Price. The Person entitled to receive the shares of Common Stock issuable upon mandatory conversion of the Preferred Stock
shall be treated as the record holder of such shares of Common Stock as of the close of business on the Mandatory Conversion Date. No
share of Preferred Stock may be converted prior to the Mandatory Conversion Date.
(b) Conversion
Price. The conversion price for the Preferred Stock shall equal the average closing price of the Common Stock on the 10 Trading Days
immediately prior to the Mandatory Conversion Date, but in no event less than the par value of the Common Stock (the “Conversion
Price”).
(c) Mechanics
of Conversion.
(i) Delivery
of Conversion Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined below) after the Mandatory Conversion Date (the “Share Delivery Date”),
the Corporation shall deliver, or cause to be delivered, to the converting Holder the number of Conversion Shares being acquired upon
the conversion of the Preferred Stock. In compliance with the foregoing sentence, the Corporation shall deliver the Conversion Shares
required to be delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another established
clearing corporation performing similar functions. As used herein, “Standard Settlement Period” means the standard
settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the Common
Stock as in effect on the Mandatory Conversion Date.
(ii) Obligations
Absolute. The Corporation’s obligations to issue and deliver the Conversion Shares upon conversion of Preferred Stock in accordance
with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver
or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of
any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of
any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance
of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any
such action that the Corporation may have against such Holder. The Corporation may not refuse conversion based on any claim that such
Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law or agreement or for any other reason,
unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock
of such Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount
of 150% of the Stated Value of Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion
of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains
judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly
noticed conversion. Nothing herein shall limit a Holder’s right to pursue actual damages for the Corporation’s failure to
deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to
it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise
of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law.
(iii) Reservation
of Shares Issuable Upon Conversion. The Corporation covenants that it will have available out of its authorized and unissued shares
of Common Stock upon the Mandatory Conversion Date, free from preemptive rights or any other actual contingent purchase rights of Persons
other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock
as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding
shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be
duly authorized, validly issued, fully paid and nonassessable.
(iv) Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock.
As to any fraction of a share which the Holder would otherwise be entitled to receive upon such conversion, the Corporation shall at
its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion
Price or round up to the next whole share.
(v) Transfer
Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any Holder
for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares. All Conversion
Shares issuable upon a conversion shall be issued and delivered in the name of the Holder of the applicable share of Preferred Stock
on the Mandatory Conversion Date.
Section
7. Certain Adjustments.
(a) Subsequent
Rights Offerings. If at any time the Corporation grants, issues or sells any Common Stock Equivalents or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase
Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion
of such Holder’s Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the grant, issue or sale of such Purchase Rights calculated, for this purpose, as if such date were the Mandatory Conversion Date.
(b) Pro
Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Preferred Stock immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution calculated, for this purpose, as if such date were the Mandatory Conversion Date.
(c) Fundamental
Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly
or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of
its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or
exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon the conversion of this Preferred Stock on the Mandatory Conversion Date, the Holder shall have the
right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of
such Fundamental Transaction (calculated, for this purpose, as if the date of such occurrence were the Mandatory Conversion Date), the
number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of such Conversion Share. For purposes of any such conversion, the determination of the Conversion Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of
Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall
be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in
such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders
new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock
into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation
is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under
this Certificate of Designation in accordance with the provisions of this Section 7(c) pursuant to written agreements in form and substance
reasonably satisfactory to the Holders of a majority of the then outstanding shares of the Preferred Stock and approved by such Holders
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder of the Preferred Stock, deliver
to the Holder in exchange for the Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to the Preferred Stock which is convertible at the Mandatory Conversion Date for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon conversion of this Preferred Stock prior to such Fundamental Transaction (calculated as above), and with a conversion price which
applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock
and such conversion price being for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation
of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation
referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the
Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation with the same effect as
if such Successor Entity had been named as the Corporation herein.
(d) Calculations.
All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.
(e) Notice
to the Holders. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock,
(B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall
authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all
of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash
or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained for the purpose of
conversion of this Preferred Stock, and shall cause to be delivered by email to each Holder at its last email address as it shall appear
upon the stock books of the Corporation, at least 20 calendar days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such
notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation
or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on
Form 8-K.
Section
8. Ranking. With respect to a Liquidation, the Preferred Stock shall rank (i) senior to the Common Stock, (ii) senior to any
class or series of capital stock of the Corporation hereafter created (unless such class or series of capital stock specifically, by
its terms, ranks senior or on parity with the Preferred Stock), (iii) on parity with the Series E Mandatory Convertible Preferred Stock
and any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, on parity with the
Preferred Stock, (iv) junior to the Corporation’s Series A-1 Supermajority Voting Preferred Stock, Series B-1 Convertible Redeemable
Preferred Stock, Series C-1 Convertible Redeemable Preferred Stock and Series D Non-Convertible Preferred Stock, and (v) junior to any
class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Preferred Stock.
Section
9. Redemption.
(a) Corporation
Optional Redemption. At any time the Corporation shall have the right to redeem all, or any part, of the Preferred Stock then outstanding.
The Preferred Stock subject to redemption pursuant to this Section 9(a) shall be redeemed by the Corporation in cash in an amount equal
to the Stated Value of the shares of Preferred Stock being redeemed. The Corporation may exercise its right to require redemption under
this Section 9(a) by delivering a written notice thereof to all the Holders. Each redemption notice shall be irrevocable. The notice
shall (x) state the date on which the redemption shall occur, which shall not be less than five Trading Days nor more than 20 Trading
Days following the delivery of the notice and (y) state the number of shares of Preferred Stock being redeemed from each Holder.
(b) Mechanics
of Redemption. The Corporation shall deliver the applicable redemption prices to each Holder in cash on the applicable redemption
date. In the event of redemption of less than all of the Preferred Stock, the Corporation shall deliver to each Holder a new certificate
representing the shares of Preferred Stock which have not been redeemed. If the Corporation does not pay the applicable redemption price
to a Holder, such Holder, at its option, may deliver notice to the Corporation that the redemption of its shares for which it has not
been paid shall be null and void.
Section
10. Miscellaneous.
(a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder shall be in writing and delivered personally,
by e-mail attachment, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address of its
principal executive offices, Attention: Darrell Peterson, email address dpeterson@innovaqor.com, or such other e-mail address or address
as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 10. Any and all notices
or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by e-mail
attachment, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of
such Holder appearing on the books of the Corporation. Any notice or other communication or deliveries hereunder shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via e-mail attachment at
the e-mail address set forth in this Section prior to 5:30 p.m. (Eastern time) on any date, (ii) the next Trading Day after the date
of transmission, if such notice or communication is delivered via e-mail attachment at the e-mail address set forth in this Section on
a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day, (iii) the second Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.
(b) Lost
or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed,
the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu
of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated,
lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership
hereof and indemnity reasonably satisfactory to the Corporation.
(c) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall
be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles
of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated
by this Certificate of Designation or the Preferred Stock (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the County of Palm Beach,
Florida. The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of such courts for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
such courts, or such courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions
contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate
of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
(d) Waiver.
Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation
or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate
of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter
to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by
the Corporation or a Holder must be in writing.
(e) Severability.
If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation
shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to
all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the
applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate
of interest permitted under applicable law.
(f) Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment or
other obligation shall be made on the next succeeding Business Day.
(g) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be
deemed to limit or affect any of the provisions hereof.
(h) Status
of Converted or Redeemed Preferred Stock. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation,
such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series
F Mandatory Convertible Preferred Stock.
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