Hypha Labs, Inc 8-K, filed Jul 26, 2022
Hypha Labs, Inc. (FUNI)
About this 8-K
Hypha Labs, Inc filed this 8-K on July 26, 2022, reporting on events of July 20, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Item 1.01. Entry into a Material Definitive Agreement.
On July 25, 2022, Digipath, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Todd Denkin, the Company’s President, pursuant to which Mr. Denkin purchased 1,000 shares of the Company’s newly designated Series C Preferred Stock (“Series C Preferred Stock”) for a purchase price of $0.10 per share of Series C Preferred Stock.
The principal feature of the Series C Preferred Stock is that it provides the holder thereof, so long as he or she is an executive officer of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 votes for each share of Series C Preferred Stock. The shares of Series C Preferred Stock are not convertible into common stock, are not entitled to dividends, are not subject to redemption, and have a stated value of $0.10 per share payable on any liquidation of the Company in preference to any payment payable to the holders of common stock.
In light of the Company’s limited financial resources, the Board determined that the sale of the Series C Preferred Stock to Mr. Denkin is in the best interests of the Company as it may provide the Company with the ability in the future to consummate a strategic transaction on an expedited basis.
The description of the Series C Preferred Stock set forth above is qualified in its entirety by reference to the actual terms of the Certificate of Designation designating the Series C Preferred Stock, which has been filed as Exhibit 3.1 hereto and which is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 20, 2022, following the approval of the Board of Directors of the Company, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada designating 1,000 shares of the Company’s Series C Preferred Stock. The principal terms of the Series C Preferred Stock are described above.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |
| Exhibit 3.1 | Certificate of Designation of the Series C Preferred Stock of Digipath, Inc., filed with the Secretary of State of the State of Nevada on July 20, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Digipath, Inc. | ||
| Date: July 26, 2022 | ||
| By: | /s/ A. Stone Douglass | |
| A. | Stone Douglass | |
| Chief Financial Officer | ||
Exhibit 3.1
