AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported) March 19, 2018
name of registrant as specified in its charter)
or other jurisdiction
Clematis Street, Suite 217 West Palm Beach, FL
of principal executive offices)
telephone number, including area code: (800) 341-2684
name or former address, if changed since last report.)
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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))|
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).
growth company [X]
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 pursuant to Section 13(a) of the Exchange Act. [ ]
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
March 19, 2018, ZIVARO Holdings, Inc. (the “Company”) filed an Amended and Restated Certificate of Designations of
Preferences and Rights of Series A Convertible Preferred Stock of ZIVARO Holdings, Inc. (the “Amended and Restated Certificate
of Designations”) with the Secretary of State of the State of Delaware, which amended the terms and conditions of the Series
A Convertible Preferred Stock of the Company (the “Series A Stock”) as set forth in the Certificate of Designations
of Preferences and Rights of Series A Convertible Preferred Stock of AG Acquisition Group, Inc. (the prior name of the Company),
which was filed with the Secretary of State of the State of Delaware on October 18, 2017, as disclosed on the Form 8-K filed by
the Company on October 24, 2017.
Amended and Restated Certificate of Designations amended the rights and preferences of the Series A Stock as follows:
of the 1% monthly dividend (compounded annually) on the Series A Preferred Stock accruing and being payable on the 6 month anniversary
of issuance (which the Company could elect to extend to 12 months), the dividend now accrues and is added to the $5.50 original
“Stated Value” of the Series A Preferred Stock. Thereafter, this additional “Stated Value” is converted
into common stock of the Company when the Series A Stock is so converted. As a result, the conversion ratio of the Series A Preferred
Stock has been changed from one share of common stock of the Company per share of Series A Preferred Stock to a number of shares
of Common Stock equal to the Stated Value of the Preferred Stock divided by $5.50.
timing for the automatic conversion of the Series A Preferred Stock has been changed from the Series A Preferred Stock being automatically
converted on the effectiveness of a re-sale registration statement under the Securities Act of 1933, as amended, for registration
of shares of common stock into which the Series A were convertible, to now being automatic conversion on the earlier to occur
of (i) the common stock being listed for trading on the NASDAQ stock market and (ii) a minimum of $100,000 of daily dollar trading
volume for the common stock on the over-the-counter markets for a consecutive 5 trading day period.
information set forth above is qualified in its entirety by reference to the actual terms of the Amended and Restated Certificate
of Designations of Preferences and Rights of Series A Convertible Preferred Stock of ZIVARO Holdings, Inc., attached hereto as
Exhibit 3.1 and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.
March 20, 2018