System1 Inc.
07/24/2026 | Press release | Distributed by Public on 07/24/2026 07:07
Corporate Action, Amendments to Bylaws, Management Change/Compensation (Form 8-K)
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K with respect to the Certificate of Designation is incorporated into this Item 3.03 by reference.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2026, in connection with the closing of the Transaction, the holders of a majority of the outstanding Preferred Shares, acting by written consent pursuant to the Certificate of Designation, elected Robert Sharp to serve as a director of the Company, effective as of such date. As described in the Proxy Statement, the holders of the Preferred Shares have the right to designate one director to the Board for so long as at least 19,625 shares of the Preferred Shares remain outstanding, and Mr. Sharp was elected pursuant to such right. Mr. Sharp will serve as a director until his successor is duly elected and qualified in accordance with the Certificate of Designation, or until his earlier removal or resignation.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 23, 2026, in connection with the closing of the Transaction, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series A Preferred Stock (the "Certificate of Designation") designating 39,250 shares of the Company's preferred stock, par value $0.0001 per share, as "Series A Cumulative Convertible Preferred Stock" (the "Preferred Shares") and establishing the designations, powers, preferences and relative, participating, optional, special and other rights, and the qualifications, limitations and restrictions, of the Preferred Shares. The Certificate of Designation became effective upon filing. Each Preferred Share has an initial stated value of $1,022.05, reflecting $1,000 per share plus dividends deemed to have accrued from April 1, 2026 through the Transaction closing date, as described in the Proxy Statement. The terms of the Preferred Shares are otherwise as previously described in the Proxy Statement.
The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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