AND EXCHANGE COMMISSION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
EXCHANGE ACT OF 1934
OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 19, 2017
Name of Registrant as Specified in its Charter)
or other jurisdiction
Centre, 18851 NE 29th Ave., Suite 700, Aventura, FL 33180
of principal executive offices) (Zip Code)
telephone number, including area code)
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
3.02 Unregistered Sales of Equity Securities
May 25, 2017, Life Clips, Inc. (the “Company”) issued 1,000,000 shares of newly created Series A Preferred Stock of
the Company (the “Series A Stock”), as discussed in Item 5.03 of this Current Report on Form 8-K, to Victoria Rudman,
the Company’s Chief Financial Officer, in return for services provided to the Company by Ms. Rudman and to ensure Ms. Rudman’s
continued service to the Company. The description of the Series A Stock and other information set forth in Item 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.02. The shares of Series A Stock were issued in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the transaction
did not involve a public offering.
Item 3.03 Material Modification to Rights of Security Holders.
disclosure set forth in Item 5.03 is incorporated herein by reference.
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
description of the issuance of the Series A Stock to Mr. Rudman set forth in Item 3.02 of this Current Report on Form 8-K is incorporated
by reference into this Item 5.02.
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
as of May 19, 2017, the Company amended its Articles of Incorporation to designate the Series A Stock as a series of preferred
stock of the Company.
shares of Series A Stock are authorized, with a par value of $0.001 per share. Each share of Series A Stock ranks, with respect
to dividend rights and rights upon liquidation, winding up or dissolution of the Company, the same as the common stock of the
Company, par value $0.001 per share (the “Common Stock”) and is not entitled to any specific dividends or other distributions,
other than those declared by the Board of Directors. Each share of Series A Stock has 100 votes on any matter submitted to the
shareholders of the Company, and the Series A Stock votes together with the holders of the outstanding shares of all other capital
stock of the Company (including the Common Stock and any other series of preferred stock then outstanding), and not as a separate
class, series or voting group on any such matter. The Series A Preferred Stock is not transferrable by the holder, and may be
redeemed by the Company at any time for the par value. In the event that the holder of Series A Preferred Stock who is an employee
or officer of the Company leaves their position as an employee or officer of the Company for any reason, the Series A Preferred
Stock held by that holder will be automatically cancelled and will revert to being authorized and unissued shares of Series A
Preferred Stock. The Series A Preferred Stock is not convertible into any other class of shares of the Corporation.
information set forth above is qualified in its entirety by reference to the actual terms of the Certificate of Designation of
Preferences, Rights and Limitations of Series A Preferred Stock of Life Clips, Inc. (the “Certificate of Designation”)
attached hereto as Exhibit 3.1 and which is incorporated herein by reference.
Certificate of Designation for the Series A Stock is attached hereto as Exhibit 3.1.
9.01 Financial Statements and Exhibits.
of Designation of Preferences, Rights and Limitations of Series A Preferred Stock of Life Clips, Inc.|
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.
May 25, 2017
Rudman, Chief Financial Officer|
Ex. 3.1 Certificate
of Designation of Preferences, Rights and Limitations of Series A Preferred Stock of Life Clips, Inc.