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IMCL > SEC Filings for IMCL > Form 8-K on 6-Feb-2014All Recent SEC Filings

Show all filings for IMMUNOCLIN CORP



Unregistered Sale of Equity Securities, Material Modification to Rights of Securi

Item 3.02. Unregistered Sales of Equity Securities.

On February 5, 2014, Immunoclin Corporation (the "Company") issued 1,000,000 shares of Series A Preferred Stock to certain Shareholders of the Company. The issuances of the Series A Preferred Stock to the Shareholders were made in consideration for services provided to the Company and were issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Section 4(2) promulgated thereunder.

Item 3.03. Material Modification to Rights of Security Holders

On January 30, 2014, the Company filed a Certificate of Designation of Series A Preferred Stock (the "Certificate of Designation") with the Nevada Secretary of State designating 1,000,000 of the Company's previously authorized preferred stock. The Certificate of Designation states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof of the Series A Preferred Stock. With respect to voting rights, for so long as any shares of the Series A Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to fifty-one (51%) percent of the total vote. The Series A Preferred stock is not convertible into any shares of the Company's common stock and the Holders thereof are not entitled to receive dividends of any kind. With respect to rights on liquidation, dissolution or winding up, shares of Series A Preferred Stock shall not have any rights with respect to liquidation preference upon the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary. The foregoing description of the terms of the Series A Preferred Stock is qualified in its entirety by the provisions of Certificate of Designation filed as Exhibit 3.1 hereto.

Item 8.01. Other Events.

On January 29, 2014, the Company received approval from FINRA for its previously announced name change. As of January 29, 2013 the Company's common stock now trades under its new name Immunoclin Corporation. The Company's new trading symbol is IMCL.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description of Exhibit
3.1 Certificate of Designation

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