LMED 8-K
LataMed AI Corp. (LMED)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (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)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
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).
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
ITEM 5.03 — AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS.
On May 6, 2026, the Board of Directors of LataMed AI Corp. (formerly Catalyst Crew Technologies Corp.) (the “Company”) approved the designation of a new series of preferred stock designated as the “Series C Voting Preferred Stock” and filed a Certificate of Designation with the Nevada Secretary of State establishing the rights, preferences, and limitations of such series.
The principal terms of the Series C Voting Preferred Stock include, among other things:
| · | Authorized Shares: 5,000,000 |
| · | Voting Rights: Each share is entitled to twenty (20) votes per share and votes together with the Company’s common stock as a single class on all matters submitted to stockholders |
| · | Conversion: Non-convertible |
| · | Dividend Rights: Dividends, if any, when and as declared by the Board of Directors, subject to the prior rights of any senior securities |
| · | Liquidation Preference: Senior to Common Stock; pari passu with any other series of Preferred Stock, unless expressly designated otherwise |
| · | Redemption: Non-redeemable |
| · | Adjustment: In the event the Company declares a stock dividend on Common Stock, effects a stock split, or recapitalizes the outstanding Common Stock, the Company shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series C Preferred Stock |
| · | Protective Provisions: So long as any shares of Series C Preferred Stock are issued and outstanding, the Company shall not, without the approval of holders of a majority of the outstanding shares of Series C Preferred Stock: (a) create or issue any class or series of capital stock ranking senior to the Series C Preferred Stock; (b) amend or modify the terms of the Series C Preferred Stock in a manner that adversely affects the rights of such shares; (c) liquidate, dissolve, or wind up the business and affairs of the Company; or (d) take any action requiring class approval under applicable law |
| · | Assumption: Upon any consolidation, merger, reorganization, or similar transaction involving the Company, the surviving or successor entity shall assume all obligations, rights, and powers of the Company under the Certificate of Designation |
The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. |
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| Certificate of Designation of Series C Voting Preferred Stock | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| LATAMED AI CORP. | ||
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Dated: May 7, 2026 | By: | /s/ Kevin Rodan Levy | |
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| Kevin Rodan Levy |
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| Chief Executive Officer |
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EXHIBIT 3.1
CERTIFICATE OF DESIGNATIO
OF
SERIES C VOTING PREFERRED STOCK
OF
LATAMED AI CORP.
A Nevada Corporation
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Pursuant to Section NRS 78.1955 of the Nevada Revised Statutes, LataMed AI Corp., a corporation organized and existing under the laws of the State of Nevada (the “Company”), does hereby submit the following:
WHEREAS, pursuant to the Company’s Articles of Incorporation, the Company has authorized capital stock consisting of (a) Seven Hundred Million (700,000,000) shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and (b) Three Hundred Million (300,000,000) shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of which certain series have previously been designated, including Series A Preferred Stock and Series B Preferred Stock; and
WHEREAS, the Board of Directors of the Company (the “Board”) is authorized to issue and establish one or more series of Preferred Stock and to fix the designation, rights, preferences, powers, restrictions, and limitations thereof; and
WHEREAS, the Board desires to establish a new series of Preferred Stock and to set forth the designation, rights, preferences, and limitations of such series as set forth herein;
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the authority conferred upon the Company by its Board of Directors, the Board does hereby provide for the designation of the following class of Preferred Stock and to set, establish, fix, and herein state and express, by this Certificate of Designation (the “ Certificate of Designation”), the designation, rights, preferences, powers, restrictions, and limitations of such class of Preferred Stock as follows:
DESIGNATION OF SERIES C VOTING PREFERRED STOCK
1. DESIGNATION AND AMOUNT. There shall be a series of Preferred Stock designated as “Series C Voting Preferred Stock” (the “Series C Preferred Stock”), and the number of shares constituting such series shall be 5,000,000 shares, par value $0.0001 per share (the “Shares”).
(a) Issuance. Each Share of Series C Preferred Stock shall be issuable by a vote of a majority of the Board of Directors, and the latest date of any such vote shall be deemed the “Issuance Date.”
(b) Dividends. Distributions may be paid on the Series C Preferred Stock, when and if declared by the Board of Directors, subject to the prior and superior rights of the holders of any senior securities, if any. In addition, the holders of record of the Series C Preferred Stock shall be entitled to receive, as, when, and if declared by the Board of Directors, distributions in the same per share amount as paid on the Common Stock.
(c) Rank and Liquidation.
(i) Rank. With respect to distributions upon liquidation, dissolution, or winding up of the Company, the Series C Preferred Stock shall rank:
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| · | senior to the Common Stock; and |
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| · | pari passu with any other series of Preferred Stock, unless expressly designated otherwise. |
(ii) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of Series C Preferred Stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to holders of Common Stock.
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(d) Conversion. The Series C Preferred Stock shall not be convertible into shares of the Company’s Common Stock.
(e) Voting Rights. The holders of Series C Preferred Stock shall be entitled to vote on all matters submitted to a vote or written consent of the holders of the Company’s Common Stock. On all such matters, each Share of Series C Preferred Stock shall be entitled to twenty (20) votes per share. The holders of Series C Preferred Stock shall vote together with the holders of Common Stock as a single class, except as otherwise required by applicable law or the Company’s Articles of Incorporation.
(f) Redemption. The Series C Preferred Stock is Non-Redeemable and Non-Callable.
(g) Adjustment. In the event that the Company shall, at any time after the issuance of any Share of Series C Preferred Stock: (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide or effectuate any stock split of the outstanding Common Stock, or (c) combine or recapitalize the outstanding Common Stock into a different number of shares, then in each such case the Company shall simultaneously effect a proportional adjustment to the number of outstanding Shares of Series C Preferred Stock.
(h) Consolidation, Merger, Etc. In the event the Company enters into any consolidation, merger, or other transaction in which the shares of Common Stock are exchanged or converted into other securities, cash, or property, the Shares of Series C Preferred Stock shall be treated in a manner consistent with their relative rights and preferences as set forth herein.
(i) Protective Provisions. So long as any Shares of Series C Preferred Stock are issued and outstanding, the Company shall not, without the approval of the holders of a majority of the outstanding Shares of Series C Preferred Stock: (a) create or issue any class or series of capital stock ranking senior to the Series C Preferred Stock; (b) amend or modify the terms of the Series C Preferred Stock in a manner that adversely affects the rights of such shares; (c) liquidate, dissolve, or wind up the business and affairs of the Company; or (d) take any action requiring class approval under applicable law.
2. ASSUMPTION. Upon the occurrence of any consolidation, merger, reorganization, or similar transaction involving the Company (a “Reorganization”), the surviving entity or successor entity (the “Surviving Party”) shall succeed to and assume all obligations, rights, and powers of the Company under this Certificate of Designation with the same effect as if such Surviving Party had originally been named herein. The provisions of this Section 2 shall apply similarly and equally to successive Reorganizations.
3. TAXES. If the Company believes that it is required to make a deduction or withholding for or on account of tax from any payment due to a Holder under this Certificate of Designation (or that there is a change in the rate or basis of such deduction or withholding), the Company shall notify the affected Holder promptly and provide such Holder with a reasonable opportunity to provide any necessary information that may enable such Holder to avoid such deduction or withholding. The Company shall pay any documentary, stamp, or similar issue or transfer tax due in connection with the issuance or transfer of shares of Series C Preferred Stock, except for any such tax due because any shares are issued in a name other than the name of the applicable Holder.
4. RECORD HOLDERS. The Company shall be entitled to treat the holder of record of shares of Series C Preferred Stock as the true and lawful owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the Company has notice thereof.
5. NO PREEMPTIVE RIGHTS. The holders of Series C Preferred Stock shall have no preemptive rights or preferential rights to purchase or subscribe for any shares or other securities of the Company.
6. OTHER RIGHTS. The shares of Series C Preferred Stock shall have no rights, preferences, privileges, or powers other than those specifically set forth herein or as provided by applicable law.
7. ASSIGNMENT. Shares of Series C Preferred Stock may be transferred in accordance with applicable law, the Company’s Articles of Incorporation, and the Corporation’s governing documents.
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation of LataMed AI Corp. on the date first listed below.
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| LATAMED AI CORP. |
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| Dated: May 6, 2026 | /s/ Kevin Rodan Levy |
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| By: Kevin Rodan Levy |
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| Its: Chief Executive Officer |
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