Item 3.03. Material Modification to Rights of Security Holders.
On July 19, 2019, Kyto Technology and Life Science, Inc. (the “
Registrant
”) changed its state of incorporation from the State of Florida to the State of Delaware (the “
Reincorporation
”) pursuant to a plan of conversion dated August 24, 2012 (the “
Plan of Conversion
”). The Reincorporation was accomplished by filing: (i) a Florida certificate of conversion with the Florida Department of State Division of Corporations (the “
Florida Certificate of Conversion
”); (ii) a certificate of conversion (the “
Delaware Certificate of Conversion
”) with the Secretary of State of the State of Delaware; and (iii) a certificate of incorporation (the “
Delaware Certificate of Incorporation
”) with the Secretary of State of the State of Delaware. In connection with the Reincorporation, the Registrant’s board of directors adopted new bylaws in the form attached to the Plan of Conversion (the “
Delaware Bylaws
”).
The Reincorporation was previously submitted to a vote of, and approved by, the Registrant’s stockholders at a special meeting of the stockholders of the Registrant held on July 2, 2019. Upon the effectiveness of the Reincorporation:
the Registrant’s affairs ceased being governed by Florida corporation laws, the Registrant’s existing articles of incorporation and the Registrant’s existing bylaws and became subject to Delaware corporation laws, the Delaware Certificate of Incorporation and the Delaware Bylaws;
the Registrant as a Delaware corporation after the Reincorporation (“
Kyto Delaware
”) (i) is deemed to be the same entity as the Registrant as a Florida corporation before the Reincorporation (“Kyto Florida”) for all purposes under the laws of Delaware, (ii) continues to have all of the rights, privileges and powers of Kyto Florida, (iii) continues to possess all of the properties of Kyto Florida, and (iv) continues to have all of the debts, liabilities and obligations of Kyto Florida;
each outstanding (i) share of Kyto Florida common stock, $0.001 par value per share, shall convert to an outstanding share of Kyto Delaware common stock, $0.01 par value per share, (ii) option to acquire shares of Kyto Florida common stock shall convert to an equivalent option to acquire shares of Kyto Delaware common stock, (iii) warrant or other right to acquire shares of Kyto Florida common stock shall convert to an equivalent warrant or other right to acquire shares of Kyto Delaware common stock, (iv) certificate representing shares of Kyto Florida common stock shall convert to an equivalent certificate representing shares of Kyto Delaware common stock, and (v) share of Kyto Florida Class A Preferred Stock, $1.00 par value per share shall convert to an outstanding share of Kyto Delaware Class A Preferred Stock, $0.01 par value per share;
each employee benefit plan, stock option plan and other equity-based plans of Kyto Florida continues to be an employee benefit plan, stock option plan and other equity-based plans of Kyto Delaware; and
each director and officer of Kyto Florida continues to hold their respective offices with Kyto Delaware.
The foregoing description of the Reincorporation and the Plan of Conversion does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan of Conversion, a copy of which is filed herewith as Exhibit 2.1 and incorporated herein by reference. A more detailed description of the Plan of Conversion, and the effects of the Reincorporation, is set forth in Proposal No. 6 of the Registrant’s proxy statement (the “
Registrant’s Proxy Statement
”) filed with the Securities and Exchange Commission (the “
SEC
”) on June 17, 2019, which description is incorporated in its entirety herein by reference. The Delaware Certificate of Conversion, the Delaware Certificate of Incorporation, the Delaware Bylaws, the Class A Certificate of Designations and the Florida Certificate of Conversion are also filed herewith as Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 respectively, and incorporated herein by reference.
No action will be required on the part of the Registrant’s stockholders to receive shares of Kyto Delaware upon completion of the Reincorporation. Pursuant to the Plan of Conversion, the issued and outstanding shares of common stock of the Registrant will automatically be converted into shares of common stock of Kyto Delaware and certificates representing shares of common stock of the Registrant will automatically be deemed to represent shares of common stock of Kyto Delaware.
