Attached files
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| EX-3.8 - EXHIBIT 3.8 - U S PRECIOUS METALS INC | ex3x8.htm |
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: February 10, 2016
(Date of earliest event reported)
U.S. PRECIOUS METALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50703
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14-1839426
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer I.D. No.)
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242A West Valley Brook Road
Califon, New Jersey 07830
(Address of Principal Executive Offices)
(732) 851-7707
(Registrant's telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03 Material Modification to Rights of Security Holders.
On February 10, 2016, the Company filed with the Delaware Secretary of State a Certificate of Designations for the Series B Convertible Preferred Stock (a true and correct copy of which is attached hereto as Exhibit 3.8) (“Certificate of Designations”). The Certificate of Designation allows for the creation and issuance of the 200,000 shares of Preferred Stock. As stated in the Certificate of Designations, each share of the Preferred Stock has identical rights as 100 shares of the Company’s common stock. These rights, privileges and preferences include among others; (i) each share of Preferred Stock shall have 142.857 to 1 voting rights, voting along with the Company’s common stock, (ii) each share of Preferred Stock shall have 142.857 to 1 rights upon liquidation and distribution of the Company, (iii) each share of Preferred Stock shall have the right to convert into 142.857 shares of common stock of the Company. On February 3, 2016, the Company’s Board of Directors approved the Certificate of Designations and the filing of the Certificate of Designations with the Delaware Secretary of State.
The above description of the Series B Convertible Preferred Stock is qualified in its entirety by reference to the Certificate of Designations filed as an exhibit hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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3.8
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Certificate of Designations of Rights, Privileges, and Preferences of Series B Convertible Preferred Stock of U.S. Precious Metals, Inc.
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SIGNATURE
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.
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U.S. PRECIOUS METALS, INC.
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/s/ John Gildea
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Name: John Gildea
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Title: Chief Executive Officer
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Date: February 19, 2016
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