BioPower Operations Corp (BOPO)

[The Rooster]

8-K - Name Change to HyFi Corp $HYFI

https://www.otcmarkets.com/filing/html?id=15275052&guid=V_QwkWVWxs3G83h

On July 28, 2021, BioPower Operations Corporation (the “Company”) filed amended and restated articles of incorporation (the “Amended and Restated Articles”) that had the effect of (i) increasing the number of authorized shares of common stock from 100,000,000 to 500,000,000, (ii) increasing the number of authorized shares of preferred stock from 10,000 to 5,000,000, (iii) changing the par value of the preferred stock from $1.00 to $0.0001, and (iv) increasing the number of directors from one to four.

On August 27, 2021, the Company filed with the State of Nevada a certificate of designations for the Series C preferred stock (the “Series C Certificate of Designations”). The Series C Certificate of Designations provides as follows:

1. Authorized Shares of Series C Preferred Stock. The number of authorized shares of Series C preferred stock will be 900,000.

2. Conversion. Subject to the other terms and conditions in the Series C Certificate of Designations, a Series C preferred stock holder will have the right from time to time and at any time following the date that is one year after the date on the signature page of the Series C Certificate of Designations to convert each outstanding share of Series C preferred stock into 450 shares of Company common stock. Based on the number of shares of common stock issued and outstanding as of June 29, 2021, if all of the 900,000 shares of Series C preferred stock are issued and subsequently converted, the holders of the converted stock will hold 90% of the issued and outstanding shares of common stock.

3. Voting. Except as otherwise set forth in the Series C Certificate of Designations, each share of Series C preferred stock will, on any matter submitted to the holders of Company common stock, or any class thereof, for a vote, vote together with the common stock, or any class thereof, as applicable, as one class on such matter, and each share of Series C preferred stock will have 450 votes.

4. Dividends. The Series C preferred stock is not entitled to receive dividends or distributions.


On October 7, 2021, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Amended and Restated Articles in order to change its corporate name from BioPower Operations Corporation. to HyFi Corp (the “Name Change”). The Name Change is expected to be effective in the coming weeks, following clearance by the Financial Industry Regulatory Authority (FINRA).

The information set forth above is qualified in its entirety by reference to the actual terms of the Amended and Restated Articles, the Series C Certificate of Designations and the Certificate of Amendment, which are attached hereto as Exhibits 3.1, 3.2 and 3.3, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On July 14, 2021, stockholders holding shares of the Company’s common stock representing 72% of the voting power of the Company, acting by written consent, approved the Amended and Restated Articles.

On October 4, 2021, stockholders holding shares of the Company’s common stock, representing 72% of the voting power of the Company, acting by written consent, approved the Certificate of Amendment and the Name Change.

$HYFI / $BOPO