UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
The relevant information in Item 5.03 on this Current Report on Form 8-K, regarding the Certificate of Amendment is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On January 16, 2024, Unique Logistics International, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a certificate of amendment to the Certificates of Designations, Preferences and Rights of its Series D Convertible Preferred Stock, and on January 17, 2024, certificates of amendments to the Certificates of Designations, Preferences and Rights of its Series A and Series C Convertible Preferred Stock (collectively, the “Certificates of Designations”), amending (i) Section IV(b)(iii) of the Certificate of Designations, Preferences and Rights of its Series A Convertible Preferred Stock, (ii) Section 7(a)(ii) of the Certificate of Designations, Preferences and Rights of its Series C Convertible Preferred Stock, and (iii) Section 7(a)(ii) of the Certificate of Designations, Preferences and Rights of its Series D Convertible Preferred Stock (collectively, the “Amendments”), in order to extend the Anti-dilution Termination Date (as defined in the Amendments) to the earlier of (i) December 31, 2024 or (ii) a Qualified Financing (as defined in the Certificates of Designations).
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, which are attached hereto as Exhibits 3.1, 3.2, and 3.3 and are incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNIQUE LOGISTICS INTERNATIONAL, INC. | ||
| Date: January 19, 2024 | By: | /s/ Sunandan Ray |
| Sunandan Ray | ||
| Chief Executive Officer | ||