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AMTY > SEC Filings for AMTY > Form 8-K on 11-Apr-2014All Recent SEC Filings

Show all filings for AMERITYRE CORP

Form 8-K for AMERITYRE CORP


11-Apr-2014

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

On December 13, 2013, the Board of Directors approved a resolution designating 2,000,000 shares of preferred stock, $0.001 par value, as 2013 Series Convertible Preferred Stock (the "2013 Series Shares"). On December 18, 2013, the Company filed a Certificate of Designation with the Nevada Secretary of State for the 2013 Series Convertible Preferred Stock. The Certificate of Designation was approved by the Nevada Secretary of State on December 19, 2013. The 2013 Series Shares have voting rights only on any matters directly affecting the rights and privileges of the 2013 Series Shares. The 2013 Series Shares have liquidation preference amounting to a return of the initial par value per share only, with no further participation in any distributions to other shareholders. Any issued 2013 Series Shares will convert to the Company's common stock at a ratio of ten shares of common stock for each share of the 2013 Series Shares (1) at any time at the election of the holder; or (2) automatically on the date that is six years after the date of original issuance of the shares.

The 2013 Series Shares were offered and sold in reliance on the exemption from registration under Securities and Exchange Commission Rule 506, Regulation D. As of the close of the private placement on April 8, 2014, the Company had received cash deposits and issued a stock certificate for the purchase of all 2,000,000 of the 2013 Series Shares. As of this filing, proceeds from the private placement of the 2013 Series Shares were $1,981,960, net of issuance costs of $18,040. No underwriter participated in the placement and no commissions were paid.



ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

The following is furnished as an exhibit to this report:

Exhibit
Number             Title of Document                  Location

   4      Instruments Defining the Rights of
          Security Holders
 4.01       Designation of Rights, Privileges,   Attached
          and Preferences of 2013 Series
          Convertible Preferred Stock filed
          December 18, 2013


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