8-K
AI Era Corp. (AERA)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549____________________
FORM8-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): January 8, 2021
AB International Group Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55979 | 37-1740351 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 48 Wall Street, Suite 1009,<br><br> <br>New York, NY | 10005 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 918-4519
| ______________________<br><br> <br>(Former name or former address, if changed since<br> 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 (17CFR 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On January 11, 2021, we issued a total of 20,000 shares of our newly designated Series B Preferred Stock to Chiyuan Deng for $320,000, at the stated value of $16 per share.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item 3.03 Material Modification of Rights of Security Holders
On January 8, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 20,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock are entitled to a liquidation preference of $16 per share, the stated value of the newly created preferred stock, over our common stock and Series A Preferred Stock in the event of a dissolution, liquidation or winding up of the company. The Series B Preferred Stock does not have voting rights, but after 36 months the holders may convert each share of their preferred stock into 1,000 shares of common stock. The holders of shares of Series B Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
The rights of the holders of Series B Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 11, 2021, attached hereto as Exhibit 3.1, and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Designation |
| 2 |
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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.
AB International Group Corp.
/s/ Chiyuan Deng
Chiyuan Deng
Chief Executive Officer
Date: January 12, 2021
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BARBARAK. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
| Certificate, Amendment or Withdrawal of Designation |
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| NRS 78.1955, 78.1955(6) |
| x Certificate of Designation |
| Certificate of Amendment to Designation - Before Issuance of Class or Series |
| Certificate of Amendment to Designation -After Issuance of Class or Series |
| Certificate of Withdrawal of Certificate of Designation |
TYPE ORPRINT · USE DARK INK ONLY · DONOT HIGHLIGHT
| 1. Entity information:<br><br> <br>, | Name of entity: | ||
|---|---|---|---|
| AB INTERNATIONAL GROUP CORP.<br><br> <br>I | |||
| Entity or Nevada Business Identification Number (NVID): NV20131452425 | |||
| 2**.** Effective date and time: | For<br> Certificate of Designation<br> or Date:<br> Time:<br><br> <br><br><br> <br>Amendment to<br>Designation Only<br><br> <br><br><br> <br>(Optional): (must<br> not be later<br> than 90 days after<br> the certificate is filed) | ||
| 3. Class or series of<br><br> <br>stock**:** (Certificate<br> of Designation only) | The class or series<br> of stock being designated within<br> this filing:<br><br> <br>Series B Preferred Stock | ||
| 4. Information for amendment of class or series of stock: | The original class or series of stock being amended within this filing: | ||
| 5**.** Amendment of class or series of stock: | Certificate of Amendment<br> to Designation- Before Issuance<br> of Class or Series<br><br> <br>As of<br> the date of this certificate<br> no shares of the class<br> or series of<br> stock have been issued. | ||
| Certificate of Amendment<br> to Designation- After Issuance<br> of Class or Series<br><br> <br>The amendment <br> has been approved by the<br> vote of stockholders holding shares in the<br> corporation entitling<br> them to exercise<br> a majority of the voting power, or such<br> greater proportion of<br> the voting power as may be required by the<br> articles of incorporation or the certificate of designation. | |||
| 6. Resolution: Certificate of Designation and Amendment to Designation only) | By<br> resolution<br> of the board of directors pursuant to<br> a provision in the articles<br> of incorporation this certificate<br> establishes OR amends the following regarding<br> the voting powers, designations,<br> preferences , limitations,<br> restrictions and relative<br> rights of the following class or series of stock.*<br><br> <br>SERIES<br> B PREFERRED STOCK<br><br> <br>SEE<br>ATTACHED | ||
| 7. Withdrawal: | Designation being Date<br> of<br><br> <br>Withdrawn: -- Designation:<br><br> <br>No shares of the class or series of<br> stock being withdrawn are outstanding.<br><br> <br>The<br> resolution of the board of<br> directors authorizing the withdrawal of the certificate<br> of designation establishing<br> the class or series of<br> stock: * | ||
| 8. Signature: (Required) | x /s/ Chiyuan Deng<br><br> <br>**** | ****<br><br> <br>Date: | ****<br><br> <br>01/08/2021 |
| Signature of Officer |
* Attach additional page(s) if necessary
This form must be accompanied by appropriate fees.
Page 1 of 1
Revised: 1/1/2019
______________________________________
CERTIFICATE OF DESIGNATION
OF
AB International Group Corp.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
______________________________________
SERIES B PREFERRED STOCK
On behalf of AB International Group Corp., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the ten million two (10,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by Article III of the Articles of Incorporation (“Preferred Stock”), a series of Series B Preferred Stock, consisting of twenty thousand (20,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
The specific powers, preferences, rights and limitations of the Series B Preferred Stock are as follows:
Designation; Rank. This series of Preferred Stock shall be designated and known as “Series B Preferred Stock.” The number of shares constituting the Series B Preferred Stock shall be twenty thousand (20,000) shares. The Series B Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding.
Dividends. The holders of shares of Series B Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
Liquidation Preference.
(a) In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of the Corporation’s common stock, par value $0.001 per share (“Common Stock”) and Series A Preferred Stock, par value $0.001 per share, or any other series of the Corporation’s preferred stock that is junior to the Series B Preferred Stock (collectively, the “Junior Securities”), an amount per share equal to sixteen United States dollars ($16) for each outstanding share of Series B Preferred Stock (the “Original Series B Issue Price”). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.
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(b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation.
Voting. Except as required by applicable law or as set forth herein, the holders of shares of Series B Preferred Stock will have no right to vote on any matters, questions or proceedings of this Corporation including, without limitation, the election of directors.
Optional Conversion of Series B Preferred Stock. The Holders of Series B Preferred Stock shall have conversion rights as follows:
(a) Conversion Right. Each share of Series B Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time after thirty six (36) months from the Original Issue Date, provided that the holder notices the Corporation at least sixty (60) days prior to the end of the thirty six month term, into shares of Common Stock on the Optional Conversion Date (as hereinafter defined) at a conversion rate of one thousand (1,000) shares of Common Stock (the “Conversion Rate”) for every one (1) share of Series B Preferred Stock, subject to adjustment as provided in Section 5 of this Designation.
(b) Mechanics of Optional Conversion. To effect the optional conversion of shares of Series B Preferred Stock in accordance with Section 5(a) of this Designation, any Holder of record shall make a written demand on the Corporation at least sixty (60) days prior to the end of the twelve month term for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business day not less than sixty (60) days nor more than eighty (80) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Within five days of receipt of the Conversion Demand, the Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series B Preferred Stock, if any, or, if none, of the Corporation. On or before the Optional Conversion Date, each Holder of the Series B Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Corporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series B Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.
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(c) No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series B Preferred Stock. In lieu of any fractional share to which the Holder would be entitled but for the provisions of this Section 5(c) based on the number of shares of Series B Preferred Stock held by such Holder, the Corporation shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder of Series B Preferred Stock by the Corporation upon conversion of Series B Preferred Convertible Stock by such Holder.
(d) Reservation of Stock. The Corporation shall at all times when any shares of Series B Preferred Convertible Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
(e) Stock Dividends, Splits, Combinations and Reclassifications. If the Corporation at any time on or after the date of this Certificate of Designation subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the applicable Conversion Rate and other share based metrics in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock issuable will be proportionately increased. If the Corporation at any time on or after the date of this Certificate of Designation combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the applicable Conversion Rate and other share based metrics in effect immediately prior to such combination will be proportionately increased and the number of shares of Common Stock will be proportionately decreased. Any adjustment under this Section will become effective at the close of business on the date the subdivision or combination becomes effective.
(f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 5 of this Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and cause its principal financial officer to verify such computation and prepare and furnish to each Holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and setting forth in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any Holder of Series B Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion Rate in effect at such time for the Series B Preferred Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be received upon the conversion of the Series B Preferred Stock.
(g) Issue Taxes. The converting Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Series B Preferred Stock.
No Preemptive Rights. No holder of the Series B Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.
4 Vote to Change the Terms of or Issue Preferred Stock. The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the majority holders (in addition to any other corporate approvals then required to effect such action), shall be required for any change to this Certificate of Designation or the Company's Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series B Preferred Stock.
Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series B Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, 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; provided, however, that the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series B Preferred Stock into Common Stock.
Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series B Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
IN WITNESS WHEREOF the undersigned has signed this Designation this 8th day of January 2021.
| AB International Group Corp. | |
|---|---|
| By: | /s/ Chiyuan Deng |
| Name: Chiyuan Deng<br><br> <br>Title: CEO |
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