______________________________________________________________________________     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

______________________________________________________________________________      

FORM 8-K

         

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 18, 2021 

 

CLOUDCOMMERCE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 000-13215 30-0050402

(State or other jurisdiction of incorporation

or organization)

(Commission File Number) IRS Employer Identification No.)

 

321 Sixth Street

San Antonio, TX

78215
(Address of Principal Executive Offices) (Zip Code)

 

(805) 964-3313

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Tile of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

 

Indicate 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)

 

Emerging Growth Company ¨

 

If 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 provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 
 

 

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

 

On March 18, 2021, CloudCommerce, Inc. (the “Company”) filed a certificate of designation of Series H Preferred Stock with the Secretary of State of Nevada, and issued 1,000 shares of Series H Preferred Stock to Andrew Van Noy, the Company’s chief executive officer, for services rendered.

 

Pursuant to the certificate of designation, the Company designated 1,000 shares of preferred stock as Series H Preferred Stock. The Series H Preferred Stock is not convertible into common stock, and does not have any dividend rights or any liquidation preference. The Series H Preferred Stock entitles the holder to 51% of the voting power of the Company’s stockholders. The Series H Preferred Stock will automatically be redeemed by the Company at the par value of $0.001 per share, on the first to occur of the following events: (i) a date sixty days after the effective date of the certificate of designation, (ii) the date that Andrew Van Noy ceases to serve as officer, director or consultant of the Company, or (iii) on the date that the Company’s shares of common stock first trade on any national securities exchange and such listing is conditioned upon the elimination of the preferential voting rights.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

  

Exhibit No.   Exhibit
3.1   Certificate of Designation of Series H Preferred Stock

 

 

 
 

 

 

 

 

SIGNATURES

 

Pursuant 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 thereunto duly authorized.

 

 

      CLOUDCOMMERCE, INC.
           
           
Date: March 22, 2021   By:  /s/ Andrew Van Noy  
        Name: Andrew Van Noy  
       

Title: Chief Executive Officer