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): September 28, 2022
Corporate Universe, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | 000-54277 | 85-2005645 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2093 Philadelphia Pike #8334 Claymont, DE |
| 33431 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (302) 273-1150
N/A
(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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Rule 12(g) of the Act: N/A
Title of each class |
| Trading Symbol(s) |
| Name of exchange on which registered |
Common Stock, par value $0.0001 per share |
| COUV |
| OTC Markets |
Securities registered pursuant to Rule 12(b) of the Act: N/A
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
On September 28, 2022, Corporate Universe, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series E Convertible Preferred Stock (the “Series E Certificate of Amendment”), to (i) include an adjustment provision upon a stock split or reverse stock split; (ii) include a revised voting provision whereby the amount of votes each holder of Series E Preferred Stock is entitled to vote on matters brought before our Common stockholders equals votes equal to the amount of shares into which their shares of Series E Preferred Stock are convertible and (iii) include a new protective provision under Section 8 of Series E Certificate of Amendment to provide Series E Preferred stockholder with a class vote approving any reverse stock split of our Common Stock. A copy of the Series E Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
On September 28, 2022, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series F Convertible Preferred Stock (the “Series F Certificate of Amendment”), to (i) include an adjustment provision upon a stock split or reverse stock split; (ii) include a revised voting provision whereby the amount of votes each holder of Series F Preferred Stock is entitled to vote on matters brought before our Common stockholders equals votes equal to the amount of shares into which their shares of Series F Preferred Stock are convertible and (iii) include a new protective provision under Section 8 of the Series F Certificate of Amendment to provide Series F Preferred stockholder with a class vote approving any reverse stock split of our Common Stock. A copy of the Series F Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
On September 28, 2022, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series G Convertible Preferred Stock (the “Series G Certificate of Amendment”), to (i) include an adjustment provision upon a stock split or reverse stock split; (ii) include a revised voting provision whereby the amount of votes each holder of Series G Preferred Stock is entitled to vote on matters brought before our Common stockholders equals votes equal to the amount of shares into which their shares of Series G Preferred Stock are convertible and (iii) include a new protective provision under Section 8 of the Series G Certificate of Amendment to provide Series G Preferred stockholders with a class vote approving any reverse stock split of our Common Stock. A copy of the Series G Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The foregoing description of each of the Series E Certificate of Amendment, the Series F Certificate of Amendment and the Series G Certificate of Amendment are summaries only and are qualified in its entirety by reference to the provisions of the Series E Certificate of Amendment, the Series F Certificate of Amendment and the Series G Certificate of Amendment filed as Exhibits 3.1, 3.2 and 3.3, respectively to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Certificate of Amendment to Certificate of Designation of Series E Convertible Preferred Stock | |
| Certificate of Amendment to Certificate of Designation of Series F Convertible Preferred Stock | |
| Certificate of Amendment to Certificate of Designation of Series G Convertible Preferred Stock | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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.
| CORPORATE UNIVERSE, INC. |
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Date: September 30, 2022 | By: | /s/ Jack Brooks |
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| Jack Brooks |
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| President |
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| 3 |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH
HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION
OR IN ANY AMENDMENT THERETO,
OF THE
SERIES E CONVERTIBLE PREFERRED STOCK
OF
CORPORATE UNIVERSE, INC.
(Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware)
Corporate Universe, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: That by resolution of the Board of Directors of the Corporation, and by a Certificate of Designation filed in the office of the Secretary of State of Delaware on January 6, 2021, the Corporation authorized a series of 81,100 shares of Series E Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series E Convertible Preferred Stock”) and established the powers, preferences and rights of the Series E Convertible Preferred Stock and the qualifications, limitations and restrictions thereof.
SECOND: As of the date hereof, 81,032 shares of Series E Convertible Preferred Stock are issued and outstanding.
THIRD: That pursuant to the authority conferred on the Board of Directors of the Corporation by its Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the provisions of Section 141 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions setting forth amendments to the Certificate of Designation of Series E Convertible Preferred Stock of the Corporation. The resolutions setting forth the amendments are as follows:
RESOLVED: That Section 4 of the Certificate of Designation of Series E Convertible Preferred Stock of the Corporation be amended by inserting a the following Section 4.11:
“4.11 Certain Adjustments--Stock Dividends and Stock Splits. If at any time or from time to time on or after the date that the first share of Series E Convertible Preferred Stock is issued (the “Series E Original Issue Date”) the Corporation effects a subdivision of the outstanding Common Stock, the amount of shares of Common Stock into which each share of Series E Preferred Stock is convertible immediately before that subdivision shall be proportionately increased. Conversely, if at any time or from time to time after the Series E Original Issue Date the Corporation combines the outstanding shares of Common Stock into a smaller number of shares, the applicable number of shares of Common Stock into which each share of Series E Preferred Stock is convertible immediately before the combination shall be proportionately decreased. Any adjustment under this Section 4.11 shall become effective at the close of business on the date the subdivision or combination becomes effective.”
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RESOLVED: That Section 7.1 of the Certificate of Designation of Series E Preferred Stock of the Corporation be deleted in its entirety and that the following paragraph be inserted in lieu thereof:
“Generally. Each holder of shares of the Series E Convertible Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series E Convertible Preferred Stock could be converted (pursuant to Section 4 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation. Except as otherwise provided herein or as required by law, the Series E Convertible Preferred Stock shall vote together with the Common Stock at any annual or special meeting of the stockholders and not as a separate class, and may act by written consent in the same manner as the Common Stock.”
RESOLVED: That Section 8 of the Certificate of Designation of Series E Convertible Preferred Stock of the Corporation be deleted in its entirety and that the following paragraph be inserted in lieu thereof:
“8. Protective Provisions. The Corporation may not take any of the following actions without the approval of 75% of the holders of the outstanding Series E Convertible Preferred Stock: (i) effect a sale of all or substantially all of the Corporation 's assets or a reorganization, merger or consolidation transaction which results in the holders of the Corporation's capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Corporation' s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series E Convertible Preferred Stock, (iii) increase or decrease the number of authorized shares of Series E Convertible Preferred Stock, (iv) issue any shares of Series E Convertible Preferred Stock other than pursuant to the Share Exchange Agreement; (v) authorize the issuance of securities having a preference over or on par with the Series E Convertible Preferred Stock or (vi) effects a reverse split of the Common Stock,.”
FOURTH: The terms of this Certificate of Amendment to the Certificate of Designation of Series E Convertible Preferred Stock was submitted to the Series E Convertible Preferred stockholders of the Corporation and was duly approved by the required vote of the Series E Convertible Preferred stockholders and the stockholders of the Corporation in accordance with the applicable terms of the Certificate of Designation and Sections 228 and 242 of the Delaware General Corporation Law.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 27th day of September, 2022
| CORPORATE UNIVERSE, INC. | |||
| By: | /s/ Jack Brooks | ||
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| Name: Jack Brooks | |
| Title: President | |||
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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH
HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION
OR IN ANY AMENDMENT THERETO, OF THE
SERIES F CONVERTIBLE PREFERRED STOCK
OF
CORPORATE UNIVERSE, INC.
(Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware)
Corporate Universe, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: That by resolution of the Board of Directors of the Corporation, and by a Certificate of Designation filed in the office of the Secretary of State of Delaware on January 6, 2021, the Corporation authorized a series of 500,000 shares of Series F Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series F Convertible Preferred Stock”) and established the powers, preferences and rights of the Series F Convertible Preferred Stock and the qualifications, limitations and restrictions thereof.
SECOND: As of the date hereof, 100,000 shares of Series F Convertible Preferred Stock are issued and outstanding.
THIRD: That pursuant to the authority conferred on the Board of Directors of the Corporation by its Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the provisions of Section 141 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions setting forth amendments to the Certificate of Designation of Series F Convertible Preferred Stock of the Corporation. The resolutions setting forth the amendments are as follows:
RESOLVED: That Section 4 of the Certificate of Designation of Series F Convertible Preferred Stock of the Corporation be amended by inserting a the following Section 4.11:
“4.11 Certain Adjustments--Stock Dividends and Stock Splits. If at any time or from time to time on or after the date that the first share of Series F Convertible Preferred Stock is issued (the “Series F Original Issue Date”) the Corporation effects a subdivision of the outstanding Common Stock, the amount of shares of Common Stock into which each share of Series F Preferred Stock is convertible immediately before that subdivision shall be proportionately increased. Conversely, if at any time or from time to time after the Series F Original Issue Date the Corporation combines the outstanding shares of Common Stock into a smaller number of shares, the applicable number of shares of Common Stock into which each share of Series F Preferred Stock is convertible immediately before the combination shall be proportionately decreased. Any adjustment under this Section 4.11 shall become effective at the close of business on the date the subdivision or combination becomes effective.”
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RESOLVED: That Section 7.1 of the Certificate of Designation of Series F Preferred Stock of the Corporation be deleted in its entirety and that the following paragraph be inserted in lieu thereof:
“Generally. Each holder of shares of the Series F Convertible Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series F Convertible Preferred Stock could be converted (pursuant to Section 4 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation. Except as otherwise provided herein or as required by law, the Series F Convertible Preferred Stock shall vote together with the Common Stock at any annual or special meeting of the stockholders and not as a separate class, and may act by written consent in the same manner as the Common Stock.”
RESOLVED: That Section 8 of the Certificate of Designation of Series F Convertible Preferred Stock of the Corporation be deleted in its entirety and that the following paragraph be inserted in lieu thereof:
“8. Protective Provisions. The Corporation may not take any of the following actions without the approval of 75% of the holders of the outstanding Series F Convertible Preferred Stock: (i) effect a sale of all or substantially all of the Corporation 's assets or a reorganization, merger or consolidation transaction which results in the holders of the Corporation's capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Corporation' s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series F Convertible Preferred Stock, (iii) increase or decrease the number of authorized shares of Series F Convertible Preferred Stock, (iv) issue any shares of Series F Convertible Preferred Stock other than pursuant to the Share Exchange Agreement; (v) authorize the issuance of securities having a preference over or on par with the Series F Convertible Preferred Stock or (vi) effects a reverse split of the Common Stock.”
FOURTH: The terms of this Certificate of Amendment to the Certificate of Designation of Series F Convertible Preferred Stock was submitted to the Series F Convertible Preferred stockholders of the Corporation and was duly approved by the required vote of the Series F Convertible Preferred stockholders and the stockholders of the Corporation in accordance with the applicable terms of the Certificate of Designation and Sections 228 and 242 of the Delaware General Corporation Law.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 27th day of September, 2022
| CORPORATE UNIVERSE, INC. | |||
| By: | /s/ Jack Brooks | ||
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| Name: Jack Brooks | |
| Title: President | |||
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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH
HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION
OR IN ANY AMENDMENT THERETO,
OF THE
SERIES G CONVERTIBLE PREFERRED STOCK
OF
CORPORATE UNIVERSE, INC.
(Adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware)
Corporate Universe, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: That by resolution of the Board of Directors of the Corporation, and by a Certificate of Designation filed in the office of the Secretary of State of Delaware on January 6, 2021, the Corporation authorized a series of 25 shares of Series G Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series G Convertible Preferred Stock”) and established the powers, preferences and rights of the Series G Convertible Preferred Stock and the qualifications, limitations and restrictions thereof.
SECOND: As of the date hereof, 19.45 shares of Series G Convertible Preferred Stock are issued and outstanding.
THIRD: That pursuant to the authority conferred on the Board of Directors of the Corporation by its Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the provisions of Section 141 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolutions setting forth amendments to the Certificate of Designation of Series G Convertible Preferred Stock of the Corporation. The resolutions setting forth the amendments are as follows:
RESOLVED: That Section 4 of the Certificate of Designation of Series G Convertible Preferred Stock of the Corporation be amended by inserting a the following Section 4.10:
“4.10 Certain Adjustments--Stock Dividends and Stock Splits. If at any time or from time to time on or after the date that the first share of Series G Convertible Preferred Stock is issued (the “Series G Original Issue Date”) the Corporation effects a subdivision of the outstanding Common Stock, the amount of shares of Common Stock into which each share of Series G Preferred Stock is convertible immediately before that subdivision shall be proportionately increased. Conversely, if at any time or from time to time after the Series G Original Issue Date the Corporation combines the outstanding shares of Common Stock into a smaller number of shares, the applicable number of shares of Common Stock into which each share of Series G Preferred Stock is convertible immediately before the combination shall be proportionately decreased. Any adjustment under this Section 4.11 shall become effective at the close of business on the date the subdivision or combination becomes effective.”
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RESOLVED: That Section 7.1 of the Certificate of Designation of Series G Preferred Stock of the Corporation be deleted in its entirety and that the following paragraph be inserted in lieu thereof:
“Generally. Each holder of shares of the Series G Convertible Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series G Convertible Preferred Stock could be converted (pursuant to Section 4 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation. Except as otherwise provided herein or as required by law, the Series G Convertible Preferred Stock shall vote together with the Common Stock at any annual or special meeting of the stockholders and not as a separate class, and may act by written consent in the same manner as the Common Stock.”
RESOLVED: That Section 8 of the Certificate of Designation of Series G Convertible Preferred Stock of the Corporation be deleted in its entirety and that the following paragraph be inserted in lieu thereof:
“8. Protective Provisions. The Corporation may not take any of the following actions without the approval of 75% of the holders of the outstanding Series G Convertible Preferred Stock: (i) effect a sale of all or substantially all of the Corporation 's assets or a reorganization, merger or consolidation transaction which results in the holders of the Corporation's capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Corporation' s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series G Convertible Preferred Stock, (iii) increase or decrease the number of authorized shares of Series G Convertible Preferred Stock, (iv) issue any shares of Series G Convertible Preferred Stock other than pursuant to the Share Exchange Agreement; (v) authorize the issuance of securities having a preference over or on par with the Series G Convertible Preferred Stock or (vi) effects a reverse split of the Common Stock.”
FOURTH: The terms of this Certificate of Amendment to the Certificate of Designation of Series G Convertible Preferred Stock was submitted to the Series G Convertible Preferred stockholders of the Corporation and was duly approved by the required vote of the Series G Convertible Preferred stockholders and the stockholders of the Corporation in accordance with the applicable terms of the Certificate of Designation and Sections 228 and 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 27th day of September, 2022
| CORPORATE UNIVERSE, INC. | |||
| By: | /s/ Jack Brooks | ||
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| Name: Jack Brooks | |
| Title: President | |||
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