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) May 17, 2017
NSAV Holding, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-53346 | 82-1337551 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 2374 Route 390 North, Mountainhome | ||||
| Cresco, PA |
(570) 595-2432
(Registrant’s telephone number, including area code)
Net Savings Link, Inc.
(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)) |
EXPLANATORY NOTE
Effective May 17, 2017, as discussed below, effective May 17, 2017, the issuer re-domiciled from Colorado to Delaware and engaged in a Holding Company Reorganization. See Exhibit 3.1.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Holding Company Reorganization
On May 17, 2017, the issuer completed a corporate reorganization (the “Holding Company Reorganization”) pursuant to which Net Savings Link, Inc., as previously constituted (the “Predecessor”) became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, NSAV Holding, Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity. The Holding Company Reorganization was effected by a merger conducted pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporations.
In accordance with Section 251(g) of the DGCL, NSAV Services, Inc. (“Merger Sub”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Predecessor, merged with and into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and Merger Sub, dated May 17, 2017 (the “Merger Agreement”).
As of the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization.
The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.
For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.
The foregoing description of the Merger Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated by reference herein.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On May 17, 2017, the Predecessor re-domiciled from Colorado to Delaware. Immediately following such re-domiciliation, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) that are, in all material respects, identical to the certificate of incorporation and bylaws of the Predecessor immediately prior to the Holding Company Reorganization, with the possible exception of certain amendments that are permissible under Section 251(g)(4) of the DGCL. The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor’s capital stock immediately prior to the Holding Company Reorganization.
The Certificate of the Holding Company is attached hereto as Exhibits 3.1 and incorporated by reference into this Item 5.03.
ITEM 8.01. OTHER EVENTS
The common stock of the Holding Company trades on OTCMarkets under the symbol “NSAV” under which the common stock of the Predecessor was previously listed and traded. As a result of the Holding Company Reorganization, the common stock of the Predecessor will no longer be publicly traded.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
|
Exhibit Number |
Description | |
| 2.1 |
Agreement and Plan of Merger, dated May 17, 2017, by and among NSAV Holding, Inc., Net Savings Link, Inc. and NSAV Services, Inc.
|
|
| 3.1 |
Certificate of Incorporation of each constituent entity, including any exhibits thereto.
|
|
| 3.2 |
Certificate of Incorporation, as may be amended from time to time of each of Net Savings Link, Inc., NSAV Holding, Inc. and NSAV Services, Inc.
|
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.
|
NSAV Holding, Inc. (Registrant) |
||
| Date: May 31, 2017 | By: | /s/ James Tilton |
|
James Tilton CEO and President |
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INDEX TO EXHIBITS
|
Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated May 17, 2017, by and among NSAV Holding, Inc., Net Savings Link, Inc. and NSAV Services, Inc. | |
|
3.1 |
Certificate of Incorporation of each participating entity. | |
| 3.2 | Certificate of Incorporation, as may be amended from time to time of each of Net Savings Link, Inc., NSAV Holding, Inc. and NSAV Services, Inc. |
Exhibit 2.1
EXECUTION VERSION
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 17, 2017, is by and among NSAV Holding, Inc., a newly formed Delaware corporation (“NSAV Holding”), Net Savings Link, Inc. (the “Predecessor” or “Net Savings”), now a Delaware corporation and hereby becoming a wholly-owned subsidiary of NSAV Holding, and NSAV Services, Inc. (“Merger Sub”), a Delaware corporation and prior to the effectiveness of this Agreement, being a wholly-owned subsidiary of NSAV Holding.
RECITALS
WHEREAS, the purpose of this Agreement, and the transactions contemplated by this Agreement, is to create a new holding company structure and Net Savings and Merger Sub have been formed for the purpose of effecting this new holding company structure;
WHEREAS, the respective Boards of Directors of NSAV Holding, Net Savings and Merger Sub have each approved and adopted this Agreement and the transactions contemplated by this Agreement, in each case after making a determination that this Agreement and such transactions are advisable and in the best interests of such company and its stockholders;
WHEREAS, at the Effective Time (as defined below), pursuant to the transactions contemplated by this Agreement and on the terms and subject to the conditions set forth herein, Merger Sub will merge with and into the Predecessor in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), whereupon the separate existence of Merger Sub shall cease and NSAV Holding shall be a surviving entity with Net Savings Link, Inc. also surviving and emerging as the subsidiary NSAV Holding, Inc.;
WHEREAS, for U.S. federal income tax purposes, it is the intention of the parties hereto that the Merger shall qualify as a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder.
NOW, THEREFORE, in consideration of the premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
MERGER
Section 1.1 Merger. Subject to the terms and conditions of this Agreement and in accordance with Section 251(g) of the DGCL, Merger Sub shall be merged with and into the Predecessor at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Predecessor shall continue as the surviving entity (sometimes herein referred to as the “ Surviving Entity ”), becoming a direct wholly-owned subsidiary of NSAV Holding, which shall also survive and become the publicly traded company, as the successor issuer.
Section 1.2 Effective Time.
(a) Subject to the provisions of this Agreement, as soon as practicable following the satisfaction or waiver of the conditions set forth in Section 4.1, NSAV Holding shall duly execute and file a Certificate of Merger (the “ Certificate of Merger ”) substantially in the form set forth as Exhibit A hereto with the Secretary of State of the State of Delaware (the “Delaware Secretary”) as required by the DGCL. The Merger shall become effective as provided in the Certificate of Merger (the “ Effective Time ”).
(b) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) right and title to all assets (including real estate and other property) owned by, and every contract right possessed by, the Predecessor and Merger Sub shall vest in the Surviving Entity, and (ii) all liabilities and obligations of the Predecessor and Merger Sub shall become the liabilities and obligations of the Surviving Entity. The vesting of such rights, title, liabilities and obligations in the Surviving Entity shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights, title, liabilities and obligations. Thereafter, the successor issuer and parent corporation shall be and remain “NSAV Holding, Inc” and the surviving entity of the merger shall be and remain, “Net Savings Link, Inc.,” the Predecessor and wholly-owned subsidiary of NSAV Holding.
Section 1.3 Organizational Documents.
(a) Each Participant in this Agreement and the Merger. In accordance with Section 251(g) of the DGCL, each participant agrees to cooperate in the filing of an amended and restated certificate of incorporation of for each participant (substantially in the form set forth as Exhibit B hereto, with the Delaware Secretary prior to the Effective Time to be effective prior to and as of the Effective Time (without, for the avoidance of doubt, giving effect to any of the amendments contemplated by Section 1.3(b) of this Agreement) containing provisions identical to those in the Certificate of Incorporation, as may be amended from time to time of the Predecessor immediately prior to the Effective Time, except as otherwise permitted by Section 251(g) of the DGCL. Each participant acknowledges that it has adopted bylaws identical, in all material respects, to that of the Predecessor effective prior to and as of the Effective Time.
(b) Surviving Entity.
(i) At the Effective Time, the certificate of incorporation of NSAV Holding in effect immediately prior to the Effective Time shall be and remain the certificate of incorporation of “NSAV Holding, Inc” while Net Savings Link, Inc. shall also survive and become becoming a wholly-owned subsidiary of NSAV Holding, until otherwise thereafter amended as provided therein or by the DGCL.
(ii) In accordance with Section 251(g) of the DGCL, at the Effective Time, the NSAV Holding Bylaws shall be amended and restated in the form identical, in all material respects, to that of the Predecessor and, as so effectuated, shall continue in full force and effect, until otherwise thereafter amended as provided therein or by the DGCL.
Section 1.4 Directors and Officers of the Surviving Entity. From and after the Effective Time, the members of the board of directors of NSAV Holding and of the Surviving Entity shall be the members of the board of directors of Merger Sub immediately prior to the Effective Time, and the officers of the Surviving Entity shall be the officers of Merger Sub immediately prior to the Effective Time, each to hold office as provided in the Certificate and Bylaws, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.
Section 1.5 Directors and Officers of each participating company. From and after the Effective Time, the directors of each participating company shall be the same persons, immediately prior to the Effective Time, and immediately thereafter and until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.
ARTICLE 2
CONVERSION OF SECURITIES; STOCK CERTIFICATES
Section 2.1 Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of NSAV Holding, Net Savings, Merger Sub or any holder of any securities of the foregoing entities:
(a) Each share (or fraction of share, as applicable) of common stock, par value $0.00001 per share, Series A Preferred Stock or Series B Preferred Stock, as the case may be of the Predecessor (the “Predecessor Stock”), outstanding or held in treasury immediately prior to the Effective Time, shall be converted into one (or equal fraction of one, as applicable) fully paid and nonassessable share of common stock, par value $0.00001 per share or Series A Preferred Stock or Series B Preferred Stock, as the case may be, of NSAV Holding (the “NSAV Holding, Inc. Stock”) having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the corresponding share (or fraction of a share) of the Predecessor Stock being converted in the Merger. Each outstanding right to acquire Predecessor Stock which is fully accrued, matured and without condition precedent, immediately prior to the Effective Time shall be converted into a right to acquire NSAV Holding, Inc. Stock on the same terms and conditions as the right to acquire Predecessor Stock being converted in the Merger, to the exclusion of any rights or obligations that may be associated with a convertible financial instrument, which such rights shall remain, intact, with respect to the Predecessor, and the Predecessor shall remain obligated in all respects thereto, including with regard to rights of conversion with respect thereto.
(b) Each share of Predecessor Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and
(c) Each share of Merger Sub common stock, par value $0.00001 per share, held by NSAV Holding immediately prior to the Effective Time shall automatically convert into 1 share of common stock, par value $0.00001 per share, of the Surviving Entity.
Section 2.2 Stock Certificates. Subject to Section 2.1, from and after the Effective Time, all of the outstanding certificates and book-entries which immediately prior to the Effective Time represented shares of Net Savings Stock shall be deemed for all purposes to evidence ownership of, and to represent, shares of NSAV Holding Stock into which the shares of Net Savings Stock formerly represented by such certificates and book-entries have been converted as provided in this Agreement with identical designations, rights, powers and preferences, and qualifications, limitations and restrictions. The registered owner on the books and records of Net Savings or its transfer agent of any outstanding stock certificate, until such certificate shall have been surrendered for transfer or otherwise accounted for to NSAV Holding or its transfer agent, shall be entitled to exercise any voting and other rights with respect to the applicable shares of NSAV Holding Stock into which the shares of Net Savings Stock have been converted as provided in this Agreement.
ARTICLE 3
ACTIONS TO BE TAKEN IN CONNECTION WITH THE MERGER
Section 3.1 Post-Effective Amendments. It is the intent of the parties that NSAV Holding, as of the Effective Time, be deemed a “ successor issuer ” for purposes of continuing offerings of Net Savings under the Securities Act of 1933, as amended (the “ Securities Act ”). As soon as practicable following the Merger, NSAV Holding will file post-effective amendments to Net Savings’s currently effective registration statements, if any, adopting such statements as its own registration statements for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended, and setting forth any additional information necessary to reflect any material changes made in connection with, or resulting from, the succession or necessary to keep the registration statements from being misleading.
Section 3.2 Reservation of Shares . On or prior to the Effective Time, NSAV Holding will reserve sufficient shares of NSAV Holding Stock to provide for the issuance of NSAV Holding Stock to satisfy NSAV Holding’s obligations under this Agreement.
Section 3.3 Tax Characterization . Each party hereto shall use its reasonable best efforts to cause the Merger to constitute a tax-free reorganization within the meaning of Section 368 of the Code, and shall not take any actions reasonably likely to cause the Merger not to so qualify, or cause any such actions to be taken.
ARTICLE 4
CONDITIONS TO MERGER
Section 4.1 Conditions Precedent . The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver of the condition that no order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order that is in effect shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits or makes illegal the consummation of the Merger or the transactions contemplated hereby.
ARTICLE 5
TERMINATION AND AMENDMENT
Section 5.1 Termination. This Agreement may be terminated or the completion of the transactions contemplated herein, including without limitation the Merger, may be deferred at any time prior to the Effective Time by action of the Board of Directors of NSAV Holding, Net Savings or Merger Sub. In the event of such termination, this Agreement shall become null and void and have no effect, without any liability or obligation on the part of any such participant, by reason of this Agreement.
Section 5.2 Amendment. This Agreement may be amended, modified or supplemented at any time by an instrument in writing signed on behalf of each of the parties.
ARTICLE 6
GENERAL PROVISIONS
Section 6.1 Governing Law. This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
Section 6.2 Entire Agreement. This Agreement, including the documents and instruments referred to herein, constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.
Section 6.3 Further Assurances. From time to time, and when required by Net Savings, NSAV Holding and/or Merger Sub shall execute and deliver, or cause to be executed and delivered, such deeds and other instruments, and NSAV Holding and/or Merger Sub shall take or cause to be taken such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to conform of record or otherwise in the Surviving Entity or NSAV Holding, as applicable the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Net Savings, NSAV Holding and/or Merger Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors of each participant are authorized fully in the name and on behalf of such participant, as applicable, or otherwise to take any and all such actions and to execute and deliver any and all such deeds and other instruments.
Section 6.4 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means (including portable document format) shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 6.5 Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
Section 6.6 No Appraisal Rights . In accordance with the DGCL, no appraisal rights shall be available to any holder of shares of any class of stock whatsoever, in connection with the Merger.
Section 6.7 Amendments . At any time prior to the Effective Time, this Agreement may be supplemented, amended or modified, whether before or after the adoption of this Agreement by the sole stockholder of Merger Sub, by the mutual consent of the parties to this Agreement by action by their respective boards of directors; provided, however, that, no amendment shall be effected subsequent to the adoption of this Agreement by the sole stockholder of Merger Sub that by law requires further approval or authorization by the sole stockholder of Merger Sub or the stockholders of the Company without such further approval or authorization. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
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NSAV Holding, Inc.,
a Delaware corporation |
||
| By: |
/s/ James Tilton |
|
| Name: |
James Tilton |
|
|
CEO and President
|
||
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Net Savings Link, Inc., a Delaware corporation |
||
| By: |
/s/ James Tilton |
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| Name: |
James Tilton |
|
|
CEO and President
|
||
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NSAV Services, Inc.,
a Delaware corporation |
||
| By: |
/s/ James Tilton |
|
| Name: |
James Tilton |
|
|
CEO and President
|
||
CERTIFICATE OF MERGER
NSAV Holding, Inc.,
NSAV Services, Inc. and
Net Savings Link, Inc.
Pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), NSAV Holding, Inc., a Delaware corporation, in connection with the merger of NSAV Services, Inc., a Delaware corporation, with and into Net Savings Link, Inc. (this being hereinafter referred to as the “Merger”), hereby certifies as follows:
FIRST: The names and states of incorporation of the constituent corporations to the Merger are:
| Name | State of Incorporation |
| Net Savings Link, Inc. | Delaware |
| NSAV Services, Inc. | Delaware |
SECOND: An Agreement and Plan of Merger, dated as of May 17, 2017, by and among NSAV Holding, Inc., Net Savings Link Inc., and NSAV Services, Inc. (the “Merger Agreement”), setting forth the terms and conditions of the Merger, has been approved, adopted, executed and acknowledged by each of the three participants to such Merger Agreement, in accordance with Section 251(g) of the DGCL.
THIRD: The name of the surviving corporation is Net Savings Link, Inc. (the “Surviving Corporation”), with NSAV Services, Inc. not surviving, with Net Savings Link, Inc. continuing in existence as the subsidiary of NSAV Holding, Inc., the successor issuer.
FOURTH: The Certificate of Incorporation, as may be amended from time to time of the Corporation as in effect immediately prior to the Merger shall be the certificate of incorporation of the Surviving Corporation with the addition of a new Article, which shall be added thereto, reading as follows:
SEVENTH: “Other than the election or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger), by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation, as may be amended from time to time.”
FIFTH: The Merger shall become effective at 11:59 PM central time on May 17, 2017.
SIXTH: The executed Merger Agreement is on file at the office of the Surviving Corporation located at 2374 Route 390 North Mountainhome, Cresco, Pennsylvania 18326. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost to any stockholder of either corporation.
SEVENTH: Following the Merger and its effectiveness, NSAV Holding, Inc. will become the parent corporation to Net Savings Link, Inc. and its sole shareholder, with NSAV Services, Inc. ceasing to exist.
IN WITNESS WHEREOF, this Certificate of Merger has been executed on this May 17, 2017.
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NSAV Holding, Inc., a Delaware corporation |
||
| By: |
/s/ James Tilton |
|
| Name: |
James Tilton |
|
|
CEO and President
|
||
|
Net Savings Link, Inc., a Delaware corporation |
||
| By: |
/s/ James Tilton |
|
| Name: |
James Tilton |
|
|
CEO and President
|
||
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NSAV Services, Inc., a Delaware corporation |
||
| By: |
/s/ James Tilton |
|
| Name: |
James Tilton |
|
|
CEO and President
|
||
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
First: The name of this Corporation is “Net Savings Link, Inc.,” being converted from a Colorado corporation.
Second: Its registered office is the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.
Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
Fourth: (a) SHARES:
| 1. | Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue is now seven billion (7,000,000,000) shares, consisting of three classes to be designated, respectively, “Common Stock”, “Series A Preferred Stock”, and “Series B Preferred Stock”; each shall have a par value of $0.00001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is six billion (6,000,000,000) shares. The total number of shares of Series A Preferred Stock the corporation shall have authority to issue is one hundred million (100,000,000) shares. The total number of shares of Series B Preferred Stock the corporation shall have the authority to issue is seven hundred and seventy-five million (775,000,000) shares. The balance of one hundred twenty-five million (125,000,000) shares shall be preferred stock which will remain undesignated at this time, awaiting future designation. |
| a. | Common Stock - par value $0.00001 per share: | |
| (1) | Dividend Rate. The holders of Common Stock shall be entitled to receive dividends when, as, and if declared by the board of directors out of assets legally available therefor. | |
| (2) | Voting Rights. Except as otherwise provided by the Delaware General Corporation Law, as amended (the “DGCL”), the holders of the issued and outstanding shares of the Common Stock shall be entitled to one vote for each share. No holder of shares of Common Stock shall have the right to cumulate votes. | |
| (3) | Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, subject to the prior rights of the holders of Series A Preferred Stock and Series B Preferred Stock, if any, the holders of shares of the Common Stock can share ratably in the corporation’s assets, and shall share equally and ratably in the corporation’s assets available for distribution after giving effect to any liquidation preference of any shares of the Series A Preferred Stock or Series B Preferred Stock. A merger, conversion, exchange, or consolidation of the corporation with or into any other person or sale or transfer of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation. | |
| b. | Series A Preferred Stock - par value $0.00001 per share: | |
| (1) | Voting Rights. Except as otherwise provided by the DGCL, the holders of the issued and outstanding shares of the Series A Preferred Stock shall be entitled to 1,000 votes for each share held by them. | |
| (2) | Consideration for Shares. The shares of the Series A Preferred Stock authorized by this article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors. | |
| c. | Series B Preferred Stock - par value $0.00001 per share: | |
| (1) | Voting Rights. Except as otherwise provided by the DGCL, the holders of the issued and outstanding shares of the Series B Preferred Stock shall be entitled to one vote for each share held by them. | |
| (2) | Conversion Rights. The holders of shares of the corporation’s Series B Preferred Stock shall have the right to convert each share of Series B Preferred Stock held by them to one share of the corporation’s Common Stock. |
| (3) | Consideration for Shares. The shares of the Series B Preferred Stock authorized by this article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors. | |
| 2. | Non-Assessment of Stock. The capital stock of the corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the corporation is individually liable for the debts or liabilities of the corporation. |
Fifth: The name and mailing address of the incorporator are as follows: James Tilton, 2374 Route 390 North Mountainhome, Cresco, Pennsylvania 18326.
Sixth: Other than the election or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger), by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation, as may be amended from time to time.
I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this
May 17, 2017
| By: | /s/ James Tilton | |
| James Tilton, incorporator |
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A NON-DELAWARE CORPORATION
TO A DELAWARE CORPORATION
PURSUANT TO SECTION 265 OF THE
DELAWARE GENERAL CORPORATION LAW
| 1.) | The jurisdiction where the Non-Delaware Corporation first formed is Colorado. |
| 2.) | The jurisdiction immediately prior to filing this Certificate is Colorado. |
| 3.) | The date the Non-Delaware Corporation first formed is February 21, 2007. |
| 4.) | The name of the Non-Delaware Corporation immediately prior to filing this Certificate is Net Savings Link, Inc. |
| 5.) | The name of the Corporation as set forth in the Certificate of Incorporation is Net Savings Link, Inc. |
IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting Non-Delaware Corporation have executed this Certificate on May 17, 2017.
| By: | /s/ James Tilton | |
| Name: | James Tilton | |
| Title: | incorporator/board member |
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
First: The name of this Corporation is “NSAV Holding, Inc.”
Second: Its registered office is the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.
Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
Fourth: (a) SHARES:
1. Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue is now seven billion (7,000,000,000) shares, consisting of three classes to be designated, respectively, “Common Stock”, “Series A Preferred Stock”, and “Series B Preferred Stock”; each shall have a par value of $0.00001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is six billion (6,000,000,000) shares. The total number of shares of Series A Preferred Stock the corporation shall have authority to issue is one hundred million (100,000,000) shares. The total number of shares of Series B Preferred Stock the corporation shall have the authority to issue is seven hundred and seventy-five million (775,000,000) shares. The balance of one hundred twenty-five million (125,000,000) shares shall be preferred stock which will remain undesignated at this time, awaiting future designation.
a. Common Stock - par value $0.00001 per share:
(1) Dividend Rate. The holders of Common Stock shall be entitled to receive dividends when, as, and if declared by the board of directors out of assets legally available therefor.
(2) Voting Rights. Except as otherwise provided by the Delaware General Corporation Law, as amended (the “DGCL”), the holders of the issued and outstanding shares of the Common Stock shall be entitled to one vote for each share. No holder of shares of Common Stock shall have the right to cumulate votes.
(3) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, subject to the prior rights of the holders of Series A Preferred Stock and Series B Preferred Stock, if any, the holders of shares of the Common Stock can share ratably in the corporation’s assets, and shall share equally and ratably in the corporation’s assets available for distribution after giving effect to any liquidation preference of any shares of the Series A Preferred Stock or Series B Preferred Stock. A merger, conversion, exchange, or consolidation of the corporation with or into any other person or sale or transfer of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation.
b. Series A Preferred Stock - par value $0.00001 per share:
(1) Voting Rights. Except as otherwise provided by the DGCL, the holders of the issued and outstanding shares of the Series A Preferred Stock shall be entitled to 1,000 votes for each share held by them.
(2) Consideration for Shares. The shares of the Series A Preferred Stock authorized by this article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.
c. Series B Preferred Stock - par value $0.00001 per share:
(1) Voting Rights. Except as otherwise provided by the DGCL, the holders of the issued and outstanding shares of the Series B Preferred Stock shall be entitled to one vote for each share held by them.
(2) Conversion Rights. The holders of shares of the corporation’s Series B Preferred Stock shall have the right to convert each share of Series B Preferred Stock held by them to one share of the corporation’s Common Stock.
(3) Consideration for Shares. The shares of the Series B Preferred Stock authorized by this article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.
2. Non-Assessment of Stock. The capital stock of the corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the corporation is individually liable for the debts or liabilities of the corporation.
Fifth: The name and mailing address of the incorporator are as follows: James Tilton, 2374 Route 390 North Mountainhome, Cresco, Pennsylvania 18326.
Sixth: Other than the election or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger), by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation, as may be amended from time to time.
I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this
May 17, 2017
| By: | /s/ James Tilton | |
| James Tilton, incorporator |
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
First: The name of this Corporation is NSAV Services, Inc.
Second: Its registered office is the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.
Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
Fourth: (a) SHARES:
1. Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue is now seven billion (7,000,000,000) shares, consisting of three classes to be designated, respectively, “Common Stock”, “Series A Preferred Stock”, and “Series B Preferred Stock”; each shall have a par value of $0.00001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is six billion (6,000,000,000) shares. The total number of shares of Series A Preferred Stock the corporation shall have authority to issue is one hundred million (100,000,000) shares. The total number of shares of Series B Preferred Stock the corporation shall have the authority to issue is seven hundred and seventy-five million (775,000,000) shares. The balance of one hundred twenty-five million (125,000,000) shares shall be preferred stock which will remain undesignated at this time, awaiting future designation.
a. Common Stock - par value $0.00001 per share:
(1) Dividend Rate. The holders of Common Stock shall be entitled to receive dividends when, as, and if declared by the board of directors out of assets legally available therefor.
(2) Voting Rights. Except as otherwise provided by the Delaware General Corporation Law, as amended (the “DGCL”), the holders of the issued and outstanding shares of the Common Stock shall be entitled to one vote for each share. No holder of shares of Common Stock shall have the right to cumulate votes.
(3) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, subject to the prior rights of the holders of Series A Preferred Stock and Series B Preferred Stock, if any, the holders of shares of the Common Stock can share ratably in the corporation’s assets, and shall share equally and ratably in the corporation’s assets available for distribution after giving effect to any liquidation preference of any shares of the Series A Preferred Stock or Series B Preferred Stock. A merger, conversion, exchange, or consolidation of the corporation with or into any other person or sale or transfer of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation.
b. Series A Preferred Stock - par value $0.00001 per share:
(1) Voting Rights. Except as otherwise provided by the DGCL, the holders of the issued and outstanding shares of the Series A Preferred Stock shall be entitled to 1,000 votes for each share held by them.
(2) Consideration for Shares. The shares of the Series A Preferred Stock authorized by this article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.
c. Series B Preferred Stock - par value $0.00001 per share:
(1) Voting Rights. Except as otherwise provided by the DGCL, the holders of the issued and outstanding shares of the Series B Preferred Stock shall be entitled to one vote for each share held by them.
(2) Conversion Rights. The holders of shares of the corporation’s Series B Preferred Stock shall have the right to convert each share of Series B Preferred Stock held by them to one share of the corporation’s Common Stock.
(3) Consideration for Shares. The shares of the Series B Preferred Stock authorized by this article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.
2. Non-Assessment of Stock. The capital stock of the corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the corporation is individually liable for the debts or liabilities of the corporation.
Fifth: The name and mailing address of the incorporator are as follows James Tilton, 2374 Route 390 North Mountainhome, Cresco, Pennsylvania 18326.
Sixth: Other than the election or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger), by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation, as may be amended from time to time.
I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this
May 17, 2017
| By: | /s/ James Tilton | |
| James Tilton, incorporator |