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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-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): December 20, 2023
DATA443
RISK MITIGATION, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
000-30542 |
|
86-0914051 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4000
Sancar Way, Suite 400
Research
Triangle Park, NC 27709
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (919) 858-6542
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 |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
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).
Emerging
growth company ☒
If
an emerging growth company, indicate by checkmark 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; CHANGE IN FISCAL YEAR. |
On
December 20, 2023, the Certificate of Designation of Series A Convertible Preferred Stock (“Series A Stock”) of Data443
Risk Mitigation, Inc. (the “Company”) was amended (as so amended, the “Amended Series A CoD”) in
order (i) to add a beneficial ownership limitation to the Series A Stock, such that a holder may not convert Series A Stock into the
Company’s common stock, par value $0.001 (“Common Stock”) to the extent that the holder would beneficially own
more than 9.99% of the Common Stock outstanding immediately after giving effect to the conversion of Series
A Stock and (ii) to revert the conversion ratio of the Company’s Series A Stock to its pre-reverse stock split conversion ratio
of 1,000 shares of Common Stock, for each one share of Series A Stock. The Amended Series A CoD is filed as exhibit 3.1 hereto and incorporated
by reference into this Item 5.03.
ITEM
9.01 |
FINANCIAL
STATEMENTS AND EXHIBITS. |
The
following exhibits are furnished with this Report:
SIGNATURE
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.
Date:
December 22, 2023 |
|
|
|
|
DATA443
RISK MITIGATION, INC. |
|
|
|
|
By:
|
/s/
Jason Remillard |
|
|
Jason
Remillard |
|
|
Chief
Executive Officer |
Exhibit
3.1
AMENDMENT
NO. 2 TO THE
CERTIFICATE
OF DESIGNATION
OF
CONVERTIBLE PREFERRED SERIES A STOCK OF
DATA443
RISK MITIGATION, INC.
This
Amendment No. 2 to the Certificate of Designation of the Convertible Series A Preferred Stock of Data443 Risk Mitigation, Inc. (this
“Amendment No. 2”), dated as of December 20, 2023 (the “Effective Date”), is entered into by Data443
Risk Mitigation, Inc. (the “Company”), and the holders of all of the Convertible Series A Preferred Stock, par value
$0.01 per share, of the Company (the “Series A Preferred”) outstanding as of the Effective Date (the “Holders”).
Recitals
WHEREAS,
on May 28, 2008 the Company filed the Certificate of Designation of the Series A Preferred with the Secretary of State of the State of
Nevada, which was amended in order to increase the number of votes that holders of each share of Series A Preferred are entitled to,
and filed with the Secretary of State of the State of Nevada on April 27, 2018 (such certificate, as amended, the “Certificate”);
and
WHEREAS,
the Company effected a reverse stock split of its issued common stock in the ratio of 1-for-600, and as a result of such reverse stock
split, the conversion ratio of the Series A Preferred was automatically adjusted; and
WHEREAS,
the Company wishes to revert the conversion ratio of the Series A Preferred to the pre-reverse stock split conversion ratio; and
WHEREAS,
the Company wishes to implement a beneficial ownership limitation, such that a holder of Series A Preferred may not convert any portion
of such holder’s Series A Preferred to the extent that the holder would beneficially own shares of common stock in excess of 9.99%
of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable
upon conversion of Series A Preferred held by the applicable holder; and
WHEREAS,
the Company and the Holders wish to make this Amendment No. 2 to the Certificate in order to effect the foregoing.
NOW,
THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements contained herein,
and in order to effect the foregoing, the parties hereto agree as follows:
Agreement
| 1. | Defined
Terms. Unless otherwise indicated herein, all terms which are capitalized but are
not otherwise defined herein shall have the meaning ascribed to them in the Certificate. |
|
2.1. |
The following shall replace Section 3(e) of the
Certificate: |
“(e)
Conversion Procedure. Notwithstanding any reverse stock splits effected by the Corporation prior to the date hereof, including
but not limited to the reverse stock split effected by the Corporation on September 14, 2023, upon written notice to the Holder, the
Holder shall effect conversions, at the option of the Holder, into one thousand (1,000) fully paid and nonassessable shares of the Corporation’s
Common Stock. The foregoing conversation calculation shall be hereinafter referred to as the “Conversion Ratio.”
|
2.2. |
The following shall be added as a new Section
3(h) of the Certificate: |
“(h)
Beneficial Ownership Limitation. A holder of Convertible Preferred Series A Stock (together with its affiliates) may not convert
any portion of such holder’s Convertible Preferred Series A Stock to the extent that the holder would beneficially own shares of
common stock in excess of 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance
of shares of common stock issuable upon conversion of Convertible Preferred Series A Stock held by the applicable holder.
Notwithstanding
anything to the contrary contained in this Certificate of Designation, as amended, (a) no term of this Section may be waived by any party,
nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with
the Convertible Preferred Series A Stock and may not be modified or waived by any subsequent holder thereof and (c) any attempted waiver,
modification or amendment of this Section will be void ab initio.”
| 3. | Ratification,
Inconsistent Provisions. Except as provided herein, the Certificate is, and shall
continue to be, in full force and effect and is each hereby ratified and confirmed in all
respects, except that on and after the Effective Date, all references in the Certificate
to “this Certificate of Designation”, “hereto”, “hereof”,
“hereunder” or words of like import referring to the Certificate shall mean the
Certificate as amended by this Amendment No. 2. Notwithstanding the foregoing to the contrary,
to the extent that there is any inconsistency between the provisions of the Certificate,
on the one hand, and this Amendment No. 2, on the other hand, the provisions of this Amendment
No. 2 shall control and be binding. |
| 4. | Counterparts.
This Amendment No. 2 may be executed in any number of counterparts, all of which will constitute
one and the same instrument and shall become effective when one or more counterparts have
been signed by each of the parties hereto and delivered to the other party hereto. Facsimile
or other electronic transmission of a signed original version of this Amendment No. 2 shall
be deemed to be the same as delivery of such original version. |
IN
WITNESS WHEREOF, the Company and the Holder have each caused this Amendment No. 2 to be executed as of the date first written above by
its respective officers hereunto authorized.
DATA443
RISK MITIGATION, INC. |
|
|
|
|
By:
|
|
|
Name: |
Jason
Remillard |
|
Title: |
Chief
Executive Officer |
|
HOLDER |
|
|
|
|
By: |
|
|
Name: |
Jason
Remillard |
|
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