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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
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On February
11, 2020, InnerScope Hearing Technologies, Inc. (the “Company”) filed a Certificate of Withdrawal of Certificate of
Designation (the “Certificate of Withdrawal”) for the Company’s Series A Preferred Stock, pursuant to which the
prior designation of the Company’s Series A Stock was cancelled.
On February 12, 2020, the Company filed an
Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series B Preferred Stock (the “Preferred
Stock”). The voting rights and conversion rights associated with the Preferred Stock were amended whereby each share of Preferred
Stock shall entitle the holder thereof to have voting rights equal to four times the sum of all the number of shares of other classes
of Company capital stock eligible to vote on all matters submitted to a vote of the stockholders of the Company, divided by the
number of shares of Preferred Stock issued and outstanding at the time of voting.
On February 12, 2020, the Company filed a Certificate
of Designation for the Series C Preferred Stock (the “Series C COD”) with the Secretary of State of Nevada. The Series
C COD designates 10,000,000 shares of the Company’s authorized preferred stock as Series C Preferred Stock. The price of
each share of Series C Preferred Stock shall be set by the Board of Directors. Each share of Series C Preferred Stock shall be
convertible, at any time at the sole election of the holder, into the number of shares of the Common Stock that are equal to 300%
of the price paid for a share of Series C Preferred Stock, divided by the Market Price of the Common Stock, as that term is defined
in the Series C COD.
On February 12, 2020, the Company filed a Certificate
of Designation for the Series D Preferred Stock (the “Series D COD”) with the Secretary of State of Nevada. The Series
D COD designates 5,000,000 shares of the Company’s authorized preferred stock as Series D Preferred Stock. The price of each
share of Series D Preferred Stock shall be set by the Board of Directors. Each share of Series D Preferred Stock shall be convertible,
at any time at the sole election of the holder, into the number of shares of the Common Stock that are equal to 200% of the price
paid for a share of Series D Preferred Stock, divided by the Market Price of the Common Stock, as that term is defined in the Series
D COD.
On February 12, 2020, the Company filed a Certificate
of Designation for Series E, F and G Preferred Stock (the Series E, F and G COD”) with the Secretary of State of Nevada.
Each Company has designated 250,000 shares for each Series. Shares of each Series of the E, F and G Preferred Stock may only be
issued to the former shareholders of one corporation, limited liability company or other company or business entity that is being
acquired by the Corporation (the “Acquired Company”), or to other persons or entities specifically listed in the agreement
to acquire the Acquired Company which is the subject of each of the Series E, F and G Preferred Series, which agreement(s) shall
have been ratified by a majority of the Board of Directors (“Acquisition Agreement”). The price of each share of Series
E, F and G Preferred Stock shall be set, and can be changed, by the Board of Directors through ratification of the Acquisition
Agreement. Shares of Series E, F and G Preferred Stock shall have conversion rights as delineated by the terms of their respective
Acquisition Agreement.
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(a)
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For all matters involving the corporate structure
or disposition of the Acquired Company, the voting rights are as follows:
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i. If
at least one share of Series of Preferred Stock issued in the Acquisition Agreement is issued and outstanding, then the total aggregate
issued shares of that Series Preferred Stock at any given time, regardless of their number, shall have voting rights equal to eighty
percent (80%) of the voting rights of the entire Corporation.
ii. Each
share of that Series Preferred Stock which is issued and outstanding shall have the voting rights equal to eighty percent (80%)
of the voting rights of the entire Corporation, divided by the number of shares of that Series Preferred Stock issued and outstanding
at the time of voting.
(b) For all matters not involving
the corporate structure or disposition of the Acquired Company, the voting rights are as follows:
i. For
matters in which Nevada law requires that the shares of this Series have the right to vote, each share of that Series Preferred
Stock shall have one (1) vote.
ii. For
all other matters in which shares of that Series Preferred Stock are legally permitted, but not required, to vote, the shares
of that Series Preferred Stock shall have no voting rights.
The foregoing descriptions of the Certificate
of Withdrawal of Series A Preferred Stock, the rights and preferences of the Amended and Restated Series B Preferred Stock and
the Certificates of Designation for the Series C, D, E, F and G, are qualified in their entirety by the full text of the Certificate
of Withdrawal, the Certificate of Amendment to Designation and the Certificates of Designation which are filed as Exhibits 3.1,
3.2, 3.3, 3.4, 3.5, 3.6, and 3.7 respectively, to, and incorporated by reference in, this report.