Replies to post #4038 on APT Systems Inc (APTY)

[ptcgolf]

Funny how they left out the details of the additional shares from the 8K filed.

On March 10, 2017, pursuant to a resolution approved by the Company’s Board of Directors, the Company filed a Certificate of Designation with the Delaware Secretary of State designating up to 1,000,000 shares of Series A Preferred Stock. The Series A Preferred Stock has 2,000 votes per share and is convertible into shares of the Company’s common stock at a conversion ratio of 2,000 shares of common stock for each share of preferred stock. The Series A Preferred Stock has a liquidation preference equal to the original issue price. This description of the Series A Preferred Stock is qualified in its entirety by reference to the actual provisions of the Certificate of Designation.


On March 10, 2017, pursuant to a resolution approved by the Company’s Board of Directors, the Company filed a Certificate of Designation with the Delaware Secretary of State designating up to 1,000,000 shares of Series B Preferred Stock. The Series B Preferred Stock bears dividends (interest) at an annual rate of six percent (6%) payable annually and is convertible into shares of the Company’s common stock at a conversion price of 90% of the average closing sale price for the Company’s common stock for the two trading days prior to conversion. The Series B Preferred Stock may be redeemed by the Company at any time prior to conversion at its face amount plus accrued but unpaid dividends. The Series B Preferred Stock has a liquidation preference equal to the greater of (a) the value of the common shares into which it could be converted or (b) its face amount plus accrued but unpaid dividends. The Series B Preferred Stock is without voting rights except as required by the Delaware General Corporation Law. This description of the Series B Preferred Stock is qualified in its entirety by reference to the actual provisions of the Certificate of Designation.



Item 8.01 Other Events.



On March 19, 2017, the Board of Directors issued 900,000 shares of Series A Preferred Stock to Glenda Dowie, in respect of sums owed to her by the Company in the amount of $1,000, i.e. a per share purchase price of par value ($0.001 per share), 50,000 Series A Preferred Stock to Joseph Gagnon and Carl Hussey each.