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): September 4, 2020
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, 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 September 11, 2020, we issued a total of 100,000 shares of our newly designated Series A Preferred Stock to Chiyuan Deng in connection with Mr. Deng’s amended employment agreement.
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 September 4, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 100,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 51% of the total vote of shareholders.
The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on September 4, 2020, attached hereto as Exhibit 3.1, and is incorporated by reference herein.
SECTION 5 – CorporateGovernance and Management
Item 5.02 Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 11, 2020, we entered into an amended employment agreement (the “Agreement”) with Chiyuan Deng, our Chief Executive Officer. Pursuant the Agreement, we amended the compensation to Mr. Deng to include a salary of $180,000 annually, a reduction in common stock received under his initial employment agreement, a potential for a bonus in cash or shares, and the issuance of 100,000 shares of our newly created Series A Preferred Stock.
The foregoing description of the Agreement with Mr. Deng is qualified in its entirety by reference to Agreement, attached hereto as Exhibit 10.1.
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 |
| 10.1 | Amended Employment Agreement, dated September 11, 2020 |
| 2 |
| --- |
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
President
Date: September 11, 2020
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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 |
|---|
| 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 A<br> 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>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<br> Deng | ****<br><br> <br>Date: | ****<br><br> <br>09/04/2020 |
| 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 A 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 (10,000,000) shares of preferred stock, par value $0.0001 per share, of the Corporation authorized by Article III of the Articles of Incorporation (“Preferred Stock”), a series of Series A Preferred Stock, consisting of one hundred thousand (100,000) 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 A Preferred Stock are as follows:
Designation; Rank. This series of Preferred Stock shall be designated and known as “Series A Preferred Stock.” The number of shares constituting the Series A Preferred Stock shall be one hundred thousand (100,000) shares. The Series A 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 A 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 A Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock.
(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.
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Voting. The holders of Series A Preferred Stock shall have the rights as described in this Section 4 or as required by law. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one (51%) percent of the total vote. By way of illustration, if there are 10,000 shares of the Corporation’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,410 shares, out of a total number of 20,410 shares voting. For the sake of clarity and in an abundance of caution, the total voting shares outstanding at the time of any and all shareholder votes (i.e., the total shares eligible to vote on any and all shareholder matters) shall be deemed to include (a) the total common shares outstanding, (b) the voting rights applicable to any outstanding shares of preferred stock, other than the Series A Preferred Stock, if any, and (c) the voting rights attributable to the Series A Preferred Stock, as described herein, whether such Series A Preferred Stock shares are voted or not.
Optional Conversion of Series A Preferred Stock. The Holders of Series A Preferred Stock shall have conversion rights as follows:
(a) Conversion Right. Each share of Series A 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, into shares of Common Stock on the Optional Conversion Date (as hereinafter defined) at a conversion rate of one (1) share of Common Stock (the “Conversion Rate”) for every one (1) share of Series A 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 A Preferred Stock in accordance with Section 5(a) of this Designation, any Holder of record shall make a written demand 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 fifteen (15) nor more than thirty (30) 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 A Preferred Stock, if any, or, if none, of the Corporation. On or before the Optional Conversion Date, each Holder of the Series A 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 A 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 A 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 A 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 A Preferred Stock by the Corporation upon conversion of Series A Preferred Convertible Stock by such Holder.
(d) Reservation of Stock. The Corporation shall at all times when any shares of Series A 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 A 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 A 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 A 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 A 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 A 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 A 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 A Preferred Stock.
No Preemptive Rights. No holder of the Series A 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 A 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 A 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 A Preferred Stock into Common Stock.
Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series A 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 4th day of September 2020.
| AB International Group Corp. | |
|---|---|
| By: | /s/ Chiyuan Deng |
| Name: Chiyuan Deng<br><br> <br>Title: CEO |
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AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (“Amendment”) is made this 11^th^ day of September, 2020, between AB International Group Corp., a Nevada corporation (the “Company”) and Chiyuan Deng (“Employee”).
WHEREAS, the Company and Employee previously entered into an Employment Agreement on July 30, 2018 (the “Employment Agreement”); and
WHEREAS, the Company and Employee now desire to amend certain provisions of the Employment Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto hereby agree to amend the Employment Agreement as follows:
Section 4 shall be replaced in its entirety with the following:
“4. COMPENSATION. Employer agrees to pay or cause to be paid the following to Executive for his services during the term of this Employment Agreement:
a. Salary. Employer shall pay the Employee $15,000 per month ($180,000 per Year). The monthly amount will be paid to Employee once a month on the 5th of each month. Company shall deduct or withhold any and all federal income and social security taxes and state and local taxes required by law, if applicable.
b. Common Shares. Employee received 4000,000 shares of common stock in Employer upfront for the six-year period of this Agreement. Employee will return to Employer for cancellation 266,667 shares of common stock that he received from the upfront issuance.
c. Annual Bonus. On January 1st of each calendar year the Agreement is in effect, Employer, under direction of its Board, may pay or cause to be paid a cash bonus or the equivalent in shares of common stock to Executive based upon the discretion of the Board.
d. Preferred Shares. 100,000 shares of Series A Preferred Stock in Employer.”
In all other respects, the remaining terms, covenants, conditions and provisions of the Employment Agreement shall continue in full force and effect to the extent provided in the Employment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| AB International Group Corp. | Employee |
|---|---|
| By: /s/ Chiyuan Deng | By: /s/ Chiyuan Deng |
| Chiyuan Deng | Chiyuan Deng |
| Chief Executive Officer |