SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: KSIX Media Holdings, Inc. (Note: Metadata referenced "Surgepays, Inc.", but the filing text identifies the registrant as KSIX Media Holdings, Inc.)
Date of Report: May 6, 2016
Jurisdiction: Nevada
Event: Entry into a Material Definitive Agreement regarding the designation and issuance of Series "A" Preferred Stock.
Key Financial Metrics
This filing does not report standard operating metrics such as revenue, profit, cash flow, or debt levels. The only specific financial figure disclosed relates to a non-cash compensation expense:
- Accrued Compensation Expense: $180,000 (recorded for the three months ended March 31, 2016).
- Valuation Basis: Based on a common stock market price of $0.18 per share as of March 30, 2016.
Material Changes and Transactions
On May 6, 2016, the Company filed a Certificate of Designation with the Nevada Secretary of State to create and issue Series "A" Preferred Stock. Key details include:
- Shares Authorized and Issued: 10,000,000 shares of Series "A" Preferred Stock (par value $0.001).
- Recipient: All shares were issued to Carter Matzinger, CEO and Chairman, for services previously rendered.
- Conversion Rights: 10 shares of Series "A" Preferred Stock convert into 1 share of common stock at the holder's option.
- Voting Rights: Each share of Series "A" carries voting rights equal to 10 shares of common stock.
- Dividends and Liquidation: The stock bears no dividend and has no liquidation preference other than the conversion right.
- Protective Provisions: Modification of terms or increase in authorized shares requires approval of 75% of outstanding Series "A" shares.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the structural terms of the new stock class. The issuance of a significant block of voting stock (10,000,000 shares with 10:1 voting power) to the CEO represents a material change in the company's capital structure and voting control.
Investor Verification Checklist
- Verify the discrepancy between the metadata company name ("Surgepays, Inc.") and the filing registrant ("KSIX Media Holdings, Inc.").
- Confirm the impact of the 10,000,000 Series "A" shares on total outstanding common stock and voting control, given the 10:1 voting ratio.
- Review the $180,000 compensation expense to understand its effect on the company's net loss for the quarter ended March 31, 2016.
- Check subsequent filings to determine if any Series "A" shares have been converted to common stock.