Item 3.02
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Unregistered Sales of Equity Securities.
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Series B Preferred Stock
On
March 27, 2019, Ozop Surgical Corp. (the “Company”) filed a certificate of designation, preferences and rights
of Series B preferred stock (the “Certificate”) with the Secretary of State of the State of Nevada to designate 1,000,000
shares of our previously authorized preferred stock as Series B preferred stock (the “Series B Preferred”) . The Certificate
and its filing was approved by our board of directors on March 27, 2019 without shareholder approval as provided for in our articles
of incorporation and under Nevada law.
The Series B Preferred
is not convertible into shares of the Company’s common stock or into any other shares of stock of the Company. The Series
B Preferred shall have 50 votes per share on any matter submitted to the holders of the common stock, of the Company, or any class
thereof, for a vote, and shall vote together with the common stock, or any class thereof, as applicable, on such matter for as
long as the share of Series B Preferred is issued and outstanding, provided, however, that such number of votes shall be equitably
adjusted for any forward or reverse splits of the common stock. The Series B Preferred will not be entitled to receive dividends.
The Series B Preferred will not have any preferences upon any liquidation, dissolution or winding up of the Company, either voluntarily
or involuntarily, a merger or consolidation of the Company wherein the Company is not the surviving entity, or a sale of all or
substantially all of the assets of the Company, the Series B Preferred shall not be entitled to receive any distribution of any
of the assets or surplus funds of the Company.
The Series B Preferred
shall not participate in any distributions or payments to the holders of the common stock or in any distributions to any other
classes of preferred stock of the Company. Further, the Company may not, and shall not, amend the Certificate without the prior
written consent of holders of the Series B Preferred holding a majority of the Series B Preferred then issued and outstanding.
The foregoing
description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate,
a copy of which is filed as Exhibit 3.1 hereto, and incorporated by reference herein.
On March 29, 2019, the Company issued
1,000,000 shares of Series B Preferred to Michael Chermak, the Company’s Chief Executive Officer and a member of its board
of directors, in exchange for Mr. Chermak agreeing to forego $25,000 in accrued compensation from the Company.
The issuance of the Series B Preferred
is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance
upon exemptions from the registration requirements of the Act in transactions not involving a public offering, including, but
not limited to the exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission
under the Act for offers and sales of restricted securities in a private, non-public transaction to accredited investors, as defined
in Rule 501 of Regulation D.