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): May 20, 2016
MOBETIZE CORP.
(Exact name of registrant as specified in its charter)
Nevada
333-181747
99-0373704
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
8105 Birch Bay Square Street, Suite 205 Blaine, Washington 98230
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code:
(778) 588-5563
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:
□
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
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On June 2, 2016, Mobetize Corp., (the Company), and Alligato, Inc. (Alligato) entered into a Share
Exchange Agreement pursuant to which Alligato is to exchange four million eighty one thousand four
hundred and eighty one (4,081,481) shares of the Companys Common Stock for four million eighty one
thousand four hundred and eighty one (4,081,481) shares of the Companys Series B Preferred Stock (the
Series B Preferred Stock) in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended
(the Securities Act), the (i) Company is the same issuer of the Common Stock and the Series B
Preferred Stock, (ii) no additional consideration was given to Alligato for the exchange, (iii) Alligato is an
existing security holder of the Company and (iv) the Company will not pay any commission or
remuneration for the exchange.
Ajay Hans, our Chief Executive Officer and a member of the Companys Board of Directors (the
Board) is the principal owner and control person of Alligato. Mr. Hans recused himself from the Board
decision to approve the Share Exchange Agreement with Alligato.
On June 2, 2016, the Company and Don Duberstein, a member of the Board (Duberstein), entered into
a Share Exchange Agreement pursuant to which Duberstein is to exchange one million thirty nine
thousand one hundred and sixty seven (1,039,167) shares of the Companys Common Stock for one
million thirty nine thousand one hundred and sixty seven (1,039,167) shares of the Companys Series B
Preferred Stock in accordance with Section 3(a)(9) of the Securities Act, the (i) Company is the same
issuer of the Common Stock and the Series B Preferred Stock, (ii) no additional consideration was given
to Duberstein for the exchange, (iii) Duberstein is an existing security holder of the Company and (iv) the
Company will not pay any commission or remuneration for the exchange.
Mr. Duberstein recused himself from the Board decision to approve the Share Exchange Agreement with
him.
On June 2, 2016, the Company and Malek Ladki, a member of the Board (Ladki) entered into a Share
Exchange Agreement pursuant to which Ladki is to exchange
three hundred thousand (300,000)
shares
of the Companys Common Stock for
three hundred thousand (300,000)
shares of the Companys
Series B Preferred Stock in accordance with Section 3(a)(9) of the Securities Act of 1933, the (i)
Company is the same issuer of the Common Stock and the Series B Preferred Stock, (ii) no additional
consideration was given to Ladki for the exchange, (iii) Ladki is an existing security holder of the
Company and (iv) the Company will not pay any commission or remuneration for the exchange.
Mr. Ladki recused himself from the Board decision to approve the Share Exchange Agreement with him.
As a result of the respective agreements with Alligato, Duberstein and Ladki, the number of outstanding
shares of the Company's Common Stock will decrease from 28,750,881 to 23,330,233 and the total
number of shares of the Company's Series B Preferred Stock will increase to 5,420,648.
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ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
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Amendment to Certificate of Designation
- On May 20, 2016, the Company filed a Certificate of
Amendment to its Articles of Incorporation (the Series A Amendment) with the Nevada Secretary of
State to amend its Designation of Series A Preferred Stock dated February 25, 2016 (the Series A
Preferred Designation), in its entirety, to amend the provision related to conversion adjustments. The
Series A Amendment was approved by the Board on May 11, 2016.
The Series A Preferred Designation provided that in the event the Company adjusted the number of
outstanding shares of Common Stock, whether by subdivision or combination, the number of shares of
Common Stock into which the Series A Preferred Stock could be converted would change in proportion
to any subdivision or combination of the Common Stock. The Series A Amendment does not permit any
adjustment in the number of shares of Common Stock into which the Series A Preferred Stock can be
converted.
Certificate of Designation
- On May 23, 2016, the Company filed a Certificate of Designation for Series
B Preferred Stock (the Series B Preferred Designation) with the Nevada Secretary of State. The Series
B Designation was approved by the Board on May 11, 2016.
The Series B Preferred Designation designated twenty five million (25,000,000) shares of the authorized
preferred share capital as Series B Preferred Stock and provides certain preferences to holders of Series B
Preferred Stock over those rights held by holders of the Companys Common Stock certain of which
rights are summarized as follows:
Conversion Rights
Shares of Series B Preferred Stock can be converted into shares of Common Stock
on a one for one (1:1) basis, which conversion is not subject to adjustment, on or after the second (2
nd
)
anniversary of the designation of the Series B Preferred Stock or on an earlier date if converted in
connection with a reorganization, reclassification, consolidation, merger or sale.
Voting Rights
Shares of Series B Preferred Stock entitle the holder thereof to one (1) vote for each share
of Series B Preferred Stock, voting together with the Common Stock as a single class, with respect to any
and all matters presented to the shareholders of the Company for their action or consideration (whether at
a meeting of stockholders of the Company, by written action of stockholders in lieu of a meeting or
otherwise).
Rank
Shares of Series B Preferred Stock rank
pari pasu
with the Common Stock in respect to dividend
rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company.
Protection Provisions
The Series B Certificate of Designation may not be altered in any way except
with the consent of those holders of a majority of the outstanding shares of Series B Preferred Stock; the
Company may not redeem for value existing shares of Common Stock if such redemption does not
include outstanding shares of Series B Preferred Stock; Series B Preferred Stock could only be issued
pursuant to a share exchange.
Amendment to Certificate of Designation
- On May 31, 2016, the Company filed a Certificate of
Amendment to its Articles of Incorporation (the Series B Amendment) with the Nevada Secretary of
State to amend its Designation of Series B Preferred Stock dated May 23, 2016, in its entirety, to amend
the protection provision related to the limitations placed on the issuance of Series B Preferred Stock. The
Series B Amendment was approved by the Board on May 27, 2016.
The Series B Preferred Designation provided that Series B Preferred Stock could only be issued pursuant
to a share exchange agreement. The Series B Amendment deleted this limitation on the issuance of Series
B Preferred Stock from the Series B Preferred Designation.
The foregoing descriptions of the Series A Amendment to Certificate of Designation, the Series B
Preferred Designation, Amendment and the preferences associated with the Series B Designation are
qualified in their entirety by reference to the full text of each document, and should be read in conjunction
with the Amendment and the Series B Designation, copies of the respective documents are filed with this
Current Report on Form 8-K as Exhibit 3.1.1, 3.1.2 and 3.1.3.
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ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
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(d)
Exhibits
The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.
Exhibit No.
Page No.
Description
3.1.1
Attached
Certificate of Amendment Series A Preferred Designation
3.1.2
Attached
Series B Preferred Designation
3.1.3
Attached
Certificate of Amendment Series B Preferred Designation
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.
Mobetize Corp.
Date
By:
/s/ Ajay Hans
June 2, 2016
Name: Ajay Hans
Title: Chief Executive Officer