MDEX 8-K/A
Madison Technologies Inc. (MDEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) August 6, 2020
| MADISON TECHNOLOGIES INC. | ||
| (Exact name of registrant as specified in its chapter) |
| Nevada | 000-51302 | 00-0000000 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 4448 Patterdale Drive, North Vancouver, BC | V7R 4L8 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (206) 203-0474
| 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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) |
| [ ] | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | MDEX | OTC |
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 7, 2020 (the “Form 8-K”), is to amend Item 3.02 in order to correct the Holders and the amounts issued to such Holders of the Company’s Series A Convertible Preferred Stock, shown, as corrected herein.
No other changes have been made to this Form 8-K. This Amendment No. 1 to the Form 8-K continues to speak as of the original filing date of the Form 8-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 8-K.
ITEM 3.02 Unregistered Sales of Equity Securities
As previously reported in the Current Report on Form 8-K filed on July 20, 2020, and in the Schedule 14F filed on July 24, 2020, effective July 14, 2020, the Board of Directors of Madison Technologies, Inc. (the “Company”) approved the creation and issuance of 100,000 shares of Series A Convertible Preferred Stock and 100 shares of Series B Super Voting Preferred Stock pursuant to the conditions precedent to closing the Acquisition Agreement with Luxurie Legs, LLC ratified on July 17, 2020, under which the Company acquired the Casa Zeta-Jones Brand License Agreement (the “License Agreement”) from Luxurie Legs, LLC (“Luxurie”).
Series A Convertible Preferred Stock
Shares of Series A Convertible Preferred Stock are convertible into shares of the Company’s Common Stock equal to 95% of the issued and outstanding shares of Common Stock post-closing, with a 9.99% conversion cap and anti-dilution rights for twenty-four (24) months.
On September 8, 2020, the Board of Directors of the Company approved the issuance of 92,999 of the 100,000 authorized shares of Series A Convertible Preferred Stock to the following Luxurie stakeholders:
| Equity Markets Advisory Inc. | 40,000 Shares |
| Trillium Partners LP | 40,000 Shares |
| Walter Hoelzel | 3,333 Shares |
| Stuart Sher | 3,333 Shares |
| Brent Ulmann | 3,333 Shares |
| Jeffrey Canouse | 3,000 Shares |
The remaining 7,001 authorized shares of Series A Convertible Preferred Stock continue to be held in treasury for future issuance, as determined by the Company’s Board of Directors from time to time.
The foregoing description of the September 8, 2020 Unanimous Written Consent of the Board of Directors is qualified in its entirety by the Unanimous Written Consent of the Board of Directors dated September 8, 2020, filed as Exhibit 10.1 to this report, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following Exhibits are furnished herewith:
Exhibit Number |
Description | |
| 10.1 | Unanimous Written Consent of the Board of Directors dated September 8, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MADISON TECHNOLOGIES INC. | ||
| Date: September 10, 2020 | By: | /s/ Jeffrey Canouse |
| Name: | Jeffrey Canouse | |
| Title: | President, Chief Executive Officer | |
EXHIBIT 10.1
ACTION BY WRITTEN CONSENT
OF DIRECTORS
(Nevada Revised Statutes 78.315(2))
OF
MADISON TECHNOLOGIES, INC.
A Nevada Corporation
The undersigned Directors of Madison Technologies, Inc., a Nevada Corporation (the “Company”) pursuant to the Nevada Revised Statutes, hereby consent to the following actions of the Corporation as of the date set forth below:
1. APPROVAL TO ISSUE SERIES A CONVERTIBLE PREFERRED STOCK
RESOLVED: That based upon the receipt of Written Consents from 62.2% of the Company’s Shareholders as reflected in the Schedule 14F filed by the Company with the SEC on July 24, 2020, and following the approval in Nevada on July 28, 2020 of the Certificate of Amendment to our Articles of Incorporation, along with the Certificate of Designation for newly created Series A Convertible Preferred Stock, that the following shares of Series A Convertible Preferred Stock shall be issued to the following stakeholders of Luxurie Legs, LLC (“Luxurie”) pursuant to the conditions precedent to the closing of the Acquisition Agreement with Luxurie ratified on July 17, 2020, under which the Company acquired the Casa Zeta-Jones Brand License Agreement (the “License Agreement”):
| Equity Markets Advisory Inc. | 40,000 Shares |
| Trillium Partners LP | 40,000 Shares |
| Walter Hoelzel | 3,333 Shares |
| Stuart Sher | 3,333 Shares |
| Brent Ulmann | 3,333 Shares |
| Jeffrey Canouse | 3,000 Shares |
2. OMNIBUS RESOLUTION
RESOLVED FURTHER, that the officers of the Company, and each of them, and such persons appointed to act on their behalf pursuant to the foregoing resolutions, are hereby authorized and directed in the name of the Company and on its behalf, to execute any additional certificates (including any officer’s certificates), agreements, instruments or documents, or any amendments or supplements thereto, or to do or to cause to be done any and all other acts as they shall deem necessary, appropriate or in furtherance of the full effectuation of the purposes of each of the foregoing resolutions.
| Dated: September 8, 2020 | |
| /s/ Jeffrey Canouse | |
| Jeffrey Canouse, Director |