Regenerative Medical Technology Group Inc.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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FY2024 · Filed Apr 15, 2025
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Item 9B. OTHER INFORMATION
| ITEM 9B. | OTHER INFORMATION |
|---|
Series CC Preferred Stock
On April 9, 2025, pursuant to our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series CC Preferred Stock, consisting of up to one thousand (1,000) shares. The Certificate of Designation for the Series CC Preferred Stock contains the following features:
| 1) | No voting rights; |
| 2) | No dividend rights; |
| 3) | The holders of Series C Preferred Stock may, from time to time and at any time convert part or all of the shares of Series CC Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of common stock of the Company on the date of conversion by 1,000. |
| 4) | All shares of the Series CC Preferred Stock shall rank (i) prior to the common stock; and (ii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained) specifically ranking, by its terms, on parity with the Series CC Preferred Stock; and (iii) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders) specifically ranking, by its terms, senior to the Series CC Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; and |
| 5) | So long as any Series CC Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous approval of all of the Series CC Preferred Stock holders: (A) alter or change the rights, preferences or privileges of the Series CC Preferred Stock, or alter or change the rights, preferences or privileges of any other capital stock of the Company so as to affect adversely the Series CC Preferred Stock, (B) Issue any additional shares of Series CC Preferred Stock (C) Increase the authorized number of shares of Series CC Preferred Stock (D) sell all or substantially all of the Company’s assets outside the ordinary course of business, (E) declare bankruptcy or file for a reorganization or recapitalization of the Company or similar filing, (F) incur any debt outside of ordinary course of business, (G) create any new classes of shares or changes to the preferences of existing classes of shares, (H) change the Company’s business activities. |
The full rights afforded to the holders of Series CC Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on April 10, 2025, attached to this Annual Report on Form 10-K as Exhibit 3.10, and is incorporated by reference herein.
Secured Loan Transaction
On April 9, 2025, the Company entered into a Secured Loan Agreement (the “Agreement”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company agreed to issue to the Investor a $1,375,000 face value Secured Promissory Note (the “Note”) with a $275,000 original issue discount, with interest at an annual compounded rate of 15%, and a maturity date of December 31, 2026.
The Agreement further contemplates the issuance of one share of the Company’s newly created Series CC Preferred Stock to the Investor and a ten-year warrant (the “Warrant”) to purchase up to 999 shares of Series CC Preferred Stock at an exercise price of $1.00 per share.
From January 1, 2024, to the date of the Agreement, the Investor had already funded $574,619, and the Agreement provides for an additional $525,318 under the Note. The parties agreed that the existing funds of $500,000 plus any new funds provided under the Note will be used by the Company to build a manufacturing facility in Cancun, Mexico.
Further under the Agreement, the Company agreed that within 6 months of reaching quarterly sales of US$6,000,000, the Borrower shall obtain a listing (“Listing”) of its shares of common stock on the NASDAQ or similar national US exchange (“Exchange”). If the Company is not eligible, then the Company shall continue to be obligated to seek the Listing until such time as the Company is qualified by the Exchange. As part of the listing process, the Company shall cancel all of its series AA Preferred stock, have all of its series DD preferred stock converted into common stock and then have all of its Series CC Preferred Stock converted into common stock in that order.
The foregoing description of the Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to full text of the Agreement, the Note and the Warrant, the forms of which are filed as Exhibits 10.15, 4.6 and 4.7, respectively, to this Annual Report on Form 10-K.
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