Replies to post #137768 on Andiamo Corp. (ANDI)

[nodummy]

You asked me about the Series C preferred stock.

ANDI does have 634,254 Series C preferred shares outstanding.

Those shares were all issued during 2013.

526,709 of those series C preferred shares were issued to common shareholders as part of a dividend (probably to pump the ANDI share price at that time)

https://www.otcmarkets.com/stock/ANDI/news/Andiamo-Corporation-ANDI-Announces-a-new-CEO-Mr-Rick-Shykora-Additionally-ANDI-will-be-Issuing-Anti-Dilutive-Convertible?id=62161

The other 107,545 series C preferred shares were issued to Dustin Secor as payment for $233,633 in debt he was owed by ANDI.


Those 634,254 outstanding series C preferred shares are convertible into 500 common shares each for a total of 317,217,000 shares carrying a value of around $3 million at the current share price.


What makes the Series C preferred stock unique though (and probably explains why none have been converted to date despite them being almost 5 years old) is that according to the designation for the Series C shares provided in the last annual report, they can only be converted with the approval of the ANDI board of directors.

https://backend.otcmarkets.com/otcapi/company/financial-report/182310/content

(a) Each share of Series C Preferred Stock may be convertible, with the approval and at the discretion of the Board of Directors, into 500 shares of Common Stock. Such conversion shall be deemed to be effective on the business day (the "Conversion Date") following the receipt by the Corporation of written notice from the holder of the Series C Preferred Stock of the holder's intention to convert the shares of Series C Stock, together with the holder's stock certificate or certificates evidencing the Series C Preferred Stock to be converted

I'm guessing they put that clause in the designation because the management at the time (Rick Shykora) had no intent of ever letting common shareholders convert the preferred stock they got. He was just using the stock as a ploy to pump the ANDI share price for a couple of weeks leading up to the record date for the dividend distribution.

But anyways, to answer your question, if you want to convert the Series C shares that you've owned for almost 5 years now you'll need to give written notice to the ANDI Board of Directors (along with proof of ownership) to initiate the process then hope that they give you approval to do so. If they do give you approval then you may have to get an attorney letter to have the common shares issued free of any restrictive legend.

Good luck!