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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kallo Inc (CE) | USOTC:KALO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0003 | 0.00 | 01:00:00 |
Nevada
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000-53183
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98-0542529
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e-4(c)).
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(1)
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The Series B Shares are entitled to receive cash dividends from funds legally available on a
pro rata
basis at and with any dividends that may be paid to the holders of the Company's Common Stock.
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(2)
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In the event that the Company at any time and from time to time effectuates a recapitalization of the Company's Common Stock by or through a reverse stock split (the "Recapitalization Event"), any such Recapitalization Event shall have no effect on the rights of the Series B Shares.
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(3)
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In the event of any consolidation or merger of the Company which is in the nature of the winding up of the Company's business or sale of all or substantially all of the Company's assets (a
"
Liquidation"), each holder of record of shares of the Series B Shares shall be entitled to be paid in cash in respect of each such share an amount equal to and at the same time as any amount that may be paid to the holders of the Company's Common Stock with any such amount equal, on a per share basis, to the amount paid per share to the holders of the Company's Common Stock.
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(4)
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The Series B Shares are not convertible into shares of the Company's Common Stock.
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(5)
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The Series B Shares may not be redeemed except upon written approval of any holder of the Series B Shares.
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(6)
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Except as otherwise provided by law, each share of Series B Shares shall be entitled, on all matters on which any of the shareholders are required or permitted to vote, to one thousand (1,000) votes per share. And except as provided expressly by the Certificate or as required by law, the holders of the Series B Shares shall vote together with the Common Stock shareholders and not as a separate class. So long as any shares of the Series B Shares remain outstanding, the Company shall not, without first obtaining the approval (by vote or written consent) of the holders of at least a majority of the total number of shares of the Series B Shares then outstanding voting separately as a class, alter or change, in any material respect, the rights, preferences or privileges or the restrictions of the shares of the Series B Shares whether by amendment of the Company's Certificate of Designation of Preferences or otherwise. At any meeting at which the holders of the Series B Shares are entitled to vote as a class pursuant to this provision, the holders of a majority of all outstanding shares of Series B Shares, present in person or represented by proxy, shall be necessary to constitute a quorum.
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(7)
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At no time from and after the approval of the issuance of the Series B Shares, shall the Company establish, create, authorize, or otherwise approve the issuance of any one or more series or class of the Company's Preferred Stock or the amendment to any series or class of the Company's existing Preferred Stock or any other form of capital stock that would reasonably result in the diminution or reduction in the rights and privileges of the Series B Shares unless the Company secures the express written consent of all of the holders of the Series B Shares giving their unequivocal approval to such diminution or reduction.
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Name of Stockholder & Shareholdings
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Number of Votes
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John Cecil
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||
Common Stock
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507,850,681
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1
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Series A Preferred Stock
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7,000,000,000
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2
|
Series B Preferred Stock
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5,000,000,000
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3
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Total Voting Rights
|
12,507,850,681
|
4
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1.
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John Cecil owns and holds 507,850,681 shares of the Company's Common Stock. Each share of the Company's Common Stock has the right to one (1) vote per share. The number of shares of the Company's Common Stock owned by John Cecil is as reported in the Company's 2017 Annual Report on Form 10-K.
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2.
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John Cecil owns and holds 70,000,000 shares of the Company's Series A Preferred Stock and each share of the Company's Series A Preferred Stock has the right to 100 votes per share.
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3.
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John Cecil owns and holds 5,000,000 shares of the Company's Series B Preferred Stock and each share of the Company's Series B Preferred Stock has the right to 1,000 votes per share.
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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|
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3.4
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Certificate of Designation of Preferences
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x
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|||
10.24
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Investment Agreement
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x
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KALLO INC.
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By:
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JOHN CECIL
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John Cecil, Chief Executive Officer &
Chief Financial Officer
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1 Year Kallo (CE) Chart |
1 Month Kallo (CE) Chart |
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