Just because the fully diluted are greater than the authorized, doesn’t mean they can be issued for greater than the authorized amount of shares. The governing factor is the authorized shares . If preferred shares were to be converted and that number was greater than the authorized, then Jason would have to amend the articles to increase the authorized shares by board and shareholder approval.
“Authorized Shares: The maximum number of shares that a company is allowed by the company’s constitutional document - Articles of Incorporation. The authorized shares can be changed by a formal board and shareholder approval only. “
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