Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series F Certificate of Designation
As disclosed under Items 1.01 and 3.02 above,
in connection with the Preferred Issuance Transaction, the Company agreed to issue the Series F Preferred Shares to SynWorld. The preferences,
rights, limitations and other matters relating to the Series F Preferred Stock are set forth in the Certificate of Designation. The shares
of Series F Preferred Stock rank senior to the shares of the Company’s Common Stock as to distributions of assets upon liquidation,
dissolution or winding up of the Company. The Certificate of Designation is filed as Exhibit 3.1 to this report.
The Certificate of Designation authorizes the
Company to issue ten of its 4,475,074 authorized shares of preferred stock as Series F Preferred Stock. The original issue price for the
Series F Preferred Stock is $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination
or other similar recapitalization with respect to the Series F Preferred Stock (the “Series F Original Issue Price”).
The following is a summary of the principal terms
of the Series F Preferred Stock as set forth in the Certificate of Designation:
Dividends
Holders of shares of Series F Preferred Stock
will not be entitled to receive any dividends on shares of Series F Preferred Stock.
Voting Rights
The Series F Preferred Stock shall have no voting
rights, except the right to vote, with the holders of Common Stock, as a single class, on any resolution presented to stockholders for
the purpose of obtaining approval of a proposed amendment to the Company’s Third Amended and Restated Certificate of Incorporation
(the “Charter”), to effect a reverse stock split of the Company’s issued and outstanding Common Stock at a ratio of
not less than 1-for-3 and not greater than 1-for-75, with the exact ratio, if approved and effectuated at all, to be set within the range
at the discretion of the Company’s board of directors on or before January 22, 2024 without further approval or authorization of
the Company’s stockholders (the “Reverse Stock Split Amendment”), with each share of Series F Preferred Stock entitled
to 6,000,000,000 votes per share, on the Reverse Stock Split Amendment, which votes, when properly cast by the holder thereof, shall be
voted, without further action of such holder, in the same proportion as shares of Common Stock are voted (excluding any shares of Common
Stock that are not voted) on the Reverse Stock Split Amendment.
As long as any shares of Series F Preferred Stock
remain outstanding, the Company shall not, without the affirmative vote of holders of a majority of the then outstanding shares of Series
F Preferred Stock, (a) alter or change adversely the powers, preferences or rights of the Series F Preferred Stock, or (b) alter or amend
the Certificate of Designation.
Liquidation Rights
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company (each, a “Liquidation Event”) or a “Corporate Liquidation Event,” as
defined in the Certificate of Designation (which includes a change of control or the sale, lease transfer or exclusive license of all
or substantially all of the Company’s assets, in each case authorized by the Company’s board of directors), the holders of
shares of Series F Preferred Stock will be entitled to receive out of the assets of the Company legally available for distribution to
its stockholders before any payment is made to holders of any series of preferred stock ranking junior to the Series F Preferred Stock
or to any holder of the Company’s Common Stock but subject to the rights of any class or series of securities ranking senior to
or on parity with the Series F Preferred Stock, a payment per share equal to the Series F Original Issue Price (the “Series F Liquidation
Amount”). Holders of shares of Series F Preferred Stock are not entitled to any further payments in the event of any Liquidation
Event or Corporate Liquidation Event other than as specified above.
Conversion
The Series F Preferred Stock does not otherwise
have any conversion rights.
Mandatory Redemption
No later than the 3rd business day following the
approval or rejection of the Reverse Stock Split Amendment by the stockholders, the Company shall redeem any shares of Series F Preferred
Stock outstanding at such time at a redemption price equal to the Series F Liquidation Amount.
Trading Market
There is no established trading market for any
of the Series F Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Series
F Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity
of the Series F Preferred Stock will be limited.
The foregoing description of the Certificate of
Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation,
which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.