ITEM 1.01 Entry Into a Material Definitive Agreement
On March 27, 2017, Omni Health, Inc. (the “Company”) offered to it majority shareholder, LX Retail Group, Inc. to exchange all but 8,109,551 shares of the 565,000,000 currently held by LX Retail Group, Inc. for 5,600,000 shares of the Series A Preferred as described in Item 5.3 below. As a result, the current issued and outstanding number of shares of common capital stock of the Company is 418,938,292.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 1, 2017, the Board of Directors resolved to recommend to the shareholders an amendment Article 4 of the Articles of Incorporation of the Company to include an authorization of 5,650,000 shares of Series A Preferred, 1,500,000 shares of Series B Preferred and 200,000,000 shares of “blank check preferred” shares. All preferred shares have a par value of $0.0001. On March 1, 2017, shareholders representing 64.77% of all voting rights consented in writing pursuant to Nevada Revised Statutes (N.R.S) § 78.320 to the amendment to Article 4 of the Articles of Incorporation of the Company. On March 27, 2017, the Company received confirmation from the state of Nevada that the Articles of Amendment had been filed on March 23, 2017.
Per the terms of the Articles of Amendment, each share of the Series A Preferred has voting rights equal to 1,000 votes per share and convert into common at a ratio of 100 shares of common for each share of Series A Preferred. Additional rights and obligations are detailed in the Articles of Amendment attached hereto as Exhibit 3.1.
Per the terms of the Articles of Amendment, each share of the Series B Preferred has voting rights equal to 100 votes per share and convert into common at a ratio of 100 shares of common for each share of Series A Preferred. Additional rights and obligations are detailed in the Articles of Amendment attached hereto as Exhibit 3.1.
Per the terms of the Articles of Amendment, 200,000,000 shares of preferred stock were deemed “blank check preferred”, the designations of which shall be at the discretion of the Board of Directors without additional action from the Shareholders. Additional rights and obligations are detailed in the Articles of Amendment attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description