UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): September 25, 2012
Commission File No. 333-167130
SAVVY BUSINESS SUPPORT, INC.
(Exact name of small business issuer as
specified in its charter)
|(State or other Jurisdiction of
|Incorporation or Organization)
|| Identification No.)|
Courts of Red Bank
Maple Avenue, Suite 9B2
Bank, New Jersey
|(Address of Principal Executive Offices)
Issuer’s Telephone Number: (732)
(Former name or former address, if changed since
With a copy to:
Philip Magri, Esq.
The Sourlis Law Firm
The Courts of Red Bank
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
Direct Dial: (954) 303-8027
T: (732) 530-9007
F: (732) 530-9008
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 (see General Instruction
||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))|
Item 3.02, Unregistered Sales of Equity Securities.
25, 2012, Savvy Business Support, Inc., a Nevada corporation (the “Company,” “we,” “us,” “our”
and similar terms) sold an aggregate of 4,500,000 shares of Series A Convertible Preferred Stock to one individual for $0.0001
per share thereby generating proceeds of $450.00. The Company sold these securities under Section
4(2) of the Securities Act of 1933, as amended (the “Securities Act”), since the sale by did not involve a public
offering of securities. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. The Company
did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the investor
represented that he had the necessary investment intent as required by Section 4(2) and agreed to and received share certificates
bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures
that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of
the Securities Act for this transaction.
Series A Convertible Preferred Stock
On September 24, 2012,
our Board designated 4,500,000 shares of Preferred Stock as “Series A Convertible Preferred Stock” and we filed a Certificate
of Designations with the Secretary of State of the State of Nevada therein the class. Below is a summary of the Certificate of
Designations of the Series A Convertible Preferred Stock.
AND AMOUNT. Four Million Five Hundred Thousand (4,500,000) shares of the Preferred
Stock of the Company, $0.0001 par value per share, shall constitute a class of Preferred Stock designated as “Series A Convertible
Preferred Stock” (the “Series A Convertible Preferred Stock”) with a face value of $0.0001 per share (the
“Face Amount”). After the initial issuance of shares of Series A Convertible Preferred Stock, no additional shares
of Series A Convertible Preferred Stock may be issued by the Company except as provided in SECTION 7 hereof.
AT THE OPTION OF THE HOLDER. Each holder of Series A Convertible Preferred Stock
shall have the right, at such holder’s option, at any time or from time to time from and after the day immediately following
the date the Series A Convertible Preferred Stock is first issued, to convert each share of Series A Convertible Preferred Stock
into Twenty (20) fully-paid and non-assessable shares of Common Stock, par value $0.0001 per share. In connection with any conversion
hereunder, each Holder of Series A Stock may not convert any part of the Series A Stock if such conversion would cause such Holder
or any of its assignees to own more than 9.9% of the Common Stock of the Company.
OF CONVERSION. In order to effect a Conversion, a Holder shall: (x) fax (or
otherwise deliver) a copy of the fully executed Notice of Conversion (attached hereto) to the Company for the Common Stock and
(y) surrender or cause to be surrendered the original certificates representing the Series A Stock being converted (the “Preferred
Stock Certificates”), duly endorsed, along with a copy of the Notice of Conversion as soon as practicable thereafter to the
Company or the transfer agent. The Company shall not be obligated to issue shares of Common Stock upon a conversion unless either
the Preferred Stock Certificates are delivered to the Company or the transfer agent as provided above, or the Holder notifies the
Company or the transfer agent that such certificates have been lost, stolen or destroyed (subject to the requirements of SECTION
means the date specified in the Notice of Conversion in the form attached hereto, so long as the copy of the Notice of Conversion
is faxed (or delivered by other means resulting in notice) to the Company before Midnight, Eastern U.S. time, on the Conversion
Date indicated in the Notice of Conversion. If the Notice of Conversion is not so faxed or otherwise delivered before such time,
then the Conversion Date shall be the date a Holder faxes or otherwise delivers the Notice of Conversion to the Company.
of Common Stock Upon Conversion. Upon the surrender of Preferred Stock Certificates
from a Holder of Series A Stock accompanied by a Notice of Conversion (attached hereto), the Company shall, no later than the ten
business days following the later of (a) the Conversion Date (hereinafter defined) and (b) the date of such surrender (or, in the
case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to SECTION 11 (the “Delivery Period”),
issue and deliver to the Holder (x) that number of shares of Common Stock issuable upon conversion of such shares of Series A Stock
being converted and (y) a certificate representing the number of shares of Series A Stock not being converted, if any.
(ii) Taxes. The
Corporation shall pay any and all taxes and all other reasonable expenses, which may be imposed upon it with respect to the issuance
and delivery of the shares of Common Stock upon the conversion of the Series A Stock.
Fractional Shares. If any conversion of Series A Stock would result in the issuance
of a fractional share of Common Stock, such fractional share shall be disregarded and the number of shares of Common Stock issuable
upon conversion of the Series A Stock shall be the next higher whole number of shares.
CONVERSION. In the event some but not all of the shares of Series A Stock represented
by a certificate(s) surrendered by a holder are converted, the Company shall execute and deliver to or on the order of the holder,
at the expense of the Company, a new certificate representing the number of shares of Series A Stock which were not converted.
OF COMMON STOCK. The Company shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the
Series A Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of
all outstanding shares of the Series A Stock; and if at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of all then outstanding shares of the Series A Stock, in addition to such other remedies
as shall be available to the holder of such Series A Stock, the Company shall take such corporate action as may, in the opinion
of its counsel, be necessary to increase, and shall increase, its authorized but unissued shares of Common Stock to such number
of shares as shall be sufficient for such purposes.
REISSUANCE OF SERIES A STOCK. In the event any shares of Series A Stock shall
be converted pursuant to this SECTION 2 or otherwise reacquired by the Company, the shares so converted or reacquired shall be
canceled. The Certificate of Incorporation of the Company may be appropriately amended from time to time to effect the corresponding
reduction in the Company’s authorized capital stock.
the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution, any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall
mail to each holder of Series A Stock, at least 20 days prior to the date specified therein, a notice specifying the date on which
any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend,
distribution or right.
Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital
stock of the Company upon conversion of any shares of Series A Stock; provided, however, that the Company shall not be required
to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such
shares in a name other than that of the holder of the shares of Series A Stock in respect of which such shares are being issued.
shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by
the Company, be validly issued, fully paid and nonassessable and free from all taxes (except income taxes), liens or charges with
REDEMPTION. The shares of
the Series A Convertible Preferred Stock are not redeemable.
4. RANK. Except
as specifically provided below, the Series A Convertible Preferred Stock shall, with respect to dividend rights, rights on liquidation,
winding up and dissolution, rank senior to (i) all classes of Common Stock, $0.0001 par value per share, of the Company (the “Common
Stock”) and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the Holder(s)
of Series A Convertible Preferred Stock).
Except as otherwise provided
by the Nevada Business Corporation Act or elsewhere in this certificate, in the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the holders of shares of the Series A Convertible Preferred Stock then outstanding
shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from
capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.
The holders of shares of
Series A Convertible Preferred Stock shall not be entitled to receive any dividends.
Holders of the Series A Convertible Preferred Stock shall vote only on a share for share basis with
our Common Stock on any matter, including but not limited to, the election of directors, name changes, increases in the authorized
common shares and for which such preferred stock or series has such rights and as otherwise provided by the Nevada Business
Corporation Act, in this SECTION 7 and in SECTION 8 below.
To the extent that under
the Nevada Business Corporation Act the vote of the Holders of the Series A Convertible Preferred Stock, voting separately as a
class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the
Holders of at least a majority of the shares of the Series A Convertible Preferred Stock represented at a duly held meeting at
which a quorum is present or by written consent of a majority of the shares of Series A Convertible Preferred Stock (except as
otherwise may be required under the Nevada Business Corporation Act) shall constitute the approval of such action by the class.
To the extent that under the Nevada Business Corporation Act Holders of the Series A Convertible Preferred Stock are entitled to
vote on a matter with Holders of Common Stock, voting together as one class, each share of Series A Convertible Preferred Stock
shall be entitled to one (1) vote.
So long as any shares of
Series A Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written
consent, as provided by the Nevada Business Corporation Act) of the Holders of at least a majority of the then outstanding shares
of Series A Convertible Preferred Stock:
or change the rights, preferences or privileges of the Series A Convertible Preferred Stock;
or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Convertible
any new class or series of capital stock having a preference over the Series A Convertible Preferred Stock as to distribution of
assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Senior Securities”);
any new class or series of capital stock ranking pari passu with the Series A Convertible Preferred Stock as to distribution of
assets upon liquidation, dissolution or winding up of the Company (as previously defined, “Pari Passu Securities”);
the authorized number of shares of Series A Convertible Preferred Stock;
any shares of Series A Convertible Preferred Stock other than pursuant to the Securities Purchase Agreement with the original parties
any additional shares of Senior Securities; or
or declare or pay any cash dividend or distribution on, any Junior Securities.
If holders of at least
a majority of the then outstanding shares of Series A Convertible Preferred Stock agree to allow the Company to alter or change
the rights, preferences or privileges of the shares of Series A Convertible Preferred Stock pursuant to subsection (a) above, then
the Company shall deliver notice of such approved change to the Holders of the Series A Convertible Preferred Stock that did not
agree to such alteration or change (the “Dissenting Holders”).
at any time or from time to time there shall be (i) a merger, or consolidation of the Company with or into another corporation,
(ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form
of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business
combination or reorganization, or (iv) any transaction or Series of transactions by the Company in which in excess of 50 percent
of the Company’s voting power is transferred (each, a “Reorganization”), then as a part of such Reorganization,
provision shall be made so that the holders of the Series A Convertible Preferred Stock shall thereafter be entitled to receive
the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation
resulting from such Reorganization.
provisions of this SECTION 9 are in addition to and not in lieu of the provisions of SECTION 6 hereof.
IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation
or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate
of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights
of the holders of the Series A Convertible Preferred Stock against impairment.
OR STOLEN CERTIFICATES. Upon receipt by the Company of (i) evidence of the loss,
theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction,
of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Preferred
Stock Certificate(s), the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.
Item 9.01 Financial Statements and Exhibits.
||Description of Exhibits|
||Certificate of Designations of Series A Convertible Preferred Stock|
|(1)||Filed as an Exhibit to the Company’s Registration Statement on Form S-1 filed on September
26, 2012 and incorporated by reference herein. |
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
||SAVVY BUSINESS SUPPORT, INC.|
|Date: September 26, 2012
VIRGINIA K. SOURLIS|
|| Virginia K. Sourlis|
||President and Sole Director|
||(Principal Executive Officer, Principal Financial|
||and Principal Accounting Officer)|