CICN 8K Chairman retired $4.2M debt
Item 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 27, 2019, Cicero Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, increasing the number of authorized shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), from 5,083 shares to 9,333 shares.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 1.01 — Entry into a Material Definitive Agreement
On March 26, 2019, the Company entered into an Exchange Agreement with John L. Steffens, the Company’s Chairman of the Board, to convert an aggregate of $4,250,197 of principal amount of debt and accrued but unpaid interest into 4,250 shares of the Company’s Series A Preferred Stock at a conversion rate of $1,000 per share. The debt was represented by various promissory notes issued by the Company to Mr. Steffens between July 2017 and February 2018. In connection with the Exchange Agreement, the Company also issued a warrant to Mr. Steffens to purchase up to 17,000,787 shares of the Company’s common stock, par value $0.001 per share. The Warrant is exercisable for a period of ten years at an exercise price of $0.05 per share. The Warrant contains a cash-less exercise provision and is subject to customary anti-dilution protections.
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