TGHI TouchPoint Group Holdings Inc (CE)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 16, 2022, the Company filed a certificate of designation authorizing the issuance of 600,000 shares of Series C Convertible Preferred Stock with the Office of the Secretary of State of Delaware. The certificate of designation was corrected in certain respects by a certificate of correction subsequently filed with the Office of the Secretary of State of Delaware. References herein to the certificate of designation refer the certificate of designation as corrected.

The following is a summary of the powers, preferences, rights, qualifications and limitations of the Series C Convertible Preferred Stock. This summary is qualified in its entirety by reference to the certificate of designation authorizing the issuance of the Series C Convertible Preferred Stock and the certificate of correction thereto filed as Exhibits 3.01 and 3.02 to this report.

Stated Value: each share of Series C Convertible Preferred Stock (the “Series C Preferred”) has a stated value of $1.00 per share.

Dividends:  Holders of the Series C Preferred shall have the right to receive annual dividends on the Series C Preferred at the rate of 7% per annum of the Stated Value of the Series C Preferred. Dividends from the date of issuance and be paid annually, with the first payment date being January 1, 2024. Dividends may be paid in cash or at the election of the Company and the consent of the Holder shares of common stock valued at the fair market value of the common stock as of the five days preceding the dividend payment date.

Liquidation preference:  Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, holders of Series C Preferred are entitled to be paid out of the Company’s assets legally available for distribution to stockholders, after payment of or provision for the Company’s debts and other liabilities, a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends.

Conversion at Option of Holder:  Holders of Series C Preferred may elect at any time to convert each Series C Preferred Share into such number of shares of common stock as is equal to the Stated Value divided by $0.0015.  The conversion rate is subject to certain anti-dilution and other adjustments, including stock splits, distributions in respect of the common stock and in the event of certain fundamental transactions such as mergers and other business combinations.

Voting rights:  Holders of Series C Preferred will vote on an as-converted basis, together with holders of common stock, as a single class, on the election of directors and all other matters presented to stockholders, except for matters as to which under applicable law and the certificate of designation a class vote of the holders of the Series C Preferred is required, with the holders of the Series C Convertible Preferred Stock having eight votes for each share of common stock issuable upon conversion. Thus, as of the date hereof, the holders of the Series C Preferred Shares are entitled to 3,200,000,000 votes on all matters to be voted upon or acted upon by written consent by common stockholders.