UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Arista
Financial Corp.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
27-1497347 |
(State
of incorporation
or organization) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
51
JFK Parkway, First Floor West
Short Hills, New Jersey |
|
07078 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered |
|
Name of each exchange on which
each class is to be registered |
| None |
|
None |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): N/A
Securities
to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share
Item
1. Description of Registrant’s Securities to Be Registered.
The
Company is registering hereby its common stock, par value $0.0001 per share (“Common Stock”). Set forth below is a
description of the Company’s capital stock.
Common
Stock
The
Company is authorized to issue 200,000,000 shares of Common Stock. The holders of Common Stock are entitled to equal dividends
and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available
for such dividends. No holders of Common Stock have any preemptive right to subscribe for any of our stock nor are any shares
subject to redemption. Upon the liquidation, dissolution or winding up of the Company and after payment of creditors and any amounts
payable to senior securities, the assets will be divided pro-rata on a share-for-share basis among the holders of the shares of
Common Stock. All shares of Common Stock now outstanding are fully paid, validly issued and non-assessable. There are 3,292,083
shares of Common Stock issued and outstanding as of the date hereof.
Preferred
Stock
The
Company is authorized to issue up to 10,000,000 shares of preferred stock and the Amended and Restated Articles of Incorporation
of the Company (the “Articles”) allow the Board of Directors, without further shareholder approval, to establish the
preferences, limitations and rights of the preferred stock. Preferred stock may be issued in the future in connection with acquisitions,
financings or such other matters as the Board of Directors deems to be appropriate. In the event that any such shares of preferred
stock are issued, a Certificate of Designation, setting forth the series of such preferred stock and the relative rights, privileges
and limitations with respect thereto, shall be filed. The effect of such preferred stock is that our Board of Directors alone,
within the bounds and subject to the federal securities laws and Nevada Law, may be able to authorize the issuance of preferred
stock which could have the effect of delaying, deferring or preventing a change in control of our Company without further action
by the shareholders and might adversely affect the voting and other rights of holders of Common Stock. The issuance of preferred
stock with voting and conversion rights also may adversely affect the voting power of the holders of Common Stock, including the
loss of voting control to others.
On
September 4, 2018, following the approval by the Company’s Board of Directors, the Company filed a Certificate of Designation
for the Series A Preferred with the Secretary of State of Nevada (the “Certificate of Designation”) designating 51
shares of its authorized preferred stock as Series A Super Voting Preferred Stock. The shares of Series A Preferred have a par
value of $0.0001 per share. The Series A Preferred is not entitled to receive any dividends or liquidation preference and are
not convertible into shares of the Company’s common stock.
The
holders of the Series A Preferred shall in the aggregate have a voting power equal to 51% of the total votes of all of the outstanding
common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred shall have voting rights
equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock and preferred stock eligible
to vote on a matter (the “Numerator”) divided by (y) 0.49, minus (z) the Numerator. For example, if
the total issued and outstanding shares of common stock and preferred stock equal 5,000,000 shares, then the voting rights of
one share of the Series A Preferred shall be equal to 102,036 ((5,000,000 x 0.019607) / 0.49) – (5,000,000 x 0.019607).
With respect to all matters upon which stockholders are entitled to vote or give consent, the holders of the outstanding shares
of Series A Preferred shall vote with the holders of the common stock and any outstanding preferred stock without regard to class,
except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation
or Bylaws.
The
holders of a majority of the outstanding Series A Preferred may require the Company to redeem all of the outstanding shares of
Series A Preferred at any time at a redemption price of $1,000 per share. In addition, the Series A Preferred shall be automatically,
and without required action by the Company or the holders thereof, be redeemed by the Company at $1,000 per share on the date
that Paul Patrizio ceases, for any reason, to serve as an officer, director or consultant of the Company, it being understand
that if Mr. Patrizio continues without interruption to serve in at least one such capacity, this shall not be considered a cessation
of service.
There
are 51 shares of Series A Preferred issued and outstanding as of the date hereof.
Voting
Rights
Except
as otherwise required by law or the Articles, with respect to all matters upon which stockholders are entitled to vote, the holders
of the outstanding shares of Common Stock shall vote together with the holders of any other outstanding shares of capital stock
of the Company entitled to vote, without regard to class, and every holder of outstanding shares of Common Stock shall be entitled
to cast thereon one vote in person or by proxy for each share of Common Stock standing in his name.
Rights
upon Liquidation, Dissolution or Winding-Up of the Company
In
the event the Company shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have
been paid or set aside for the holders of all shares of Preferred Stock then outstanding the full preferential amounts to which
they are entitled, the net assets of the Company remaining thereafter shall be divided ratably among the holders of Common Stock.
Indemnification
of Directors and Officers
Article
11 of the Articles provides, among other things, that the Company shall indemnify its officers and directors against all liabilities
and expenses (including attorneys’ fees) incurred by reason of the fact that he or she is or was a director of the Company
to the fullest extent permitted by Nevada law. In addition, the Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, fiduciary or agent of the Company against any liability asserted against and incurred
by such person in any such capacity, whether or not the Company would have the power to indemnify against such liability under
such Article 11.
Article
10 of the Articles provides that no director or officer of the Company shall be individually liable to the Company or its stockholders
or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer except to
the extent that Nevada law, as the same may be in effect from time to time, provides that such liability may not be eliminated.
Combinations
with Interested Stockholders
The
Articles provide that Sections 78.411 to 78.444 of the Nevada Revised Statutes shall apply to the Company. Sections 78.411 to
78.444 prohibit a Nevada corporation from engaging in a “combination” with an “interested stockholder”
for three years following the date that such person becomes an interested stockholder and place certain restrictions on such combinations
even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that
owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting
rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise
of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such
voting stock at any time within the previous three years.
Nevada
law also seeks to impede “unfriendly” corporate takeovers by providing in Sections 78.378 to 78.3793 of the Nevada
Revised Statutes that an “acquiring person” shall only obtain voting rights in the “control shares” purchased
by such person to the extent approved by the other shareholders at a meeting. With certain exceptions, an acquiring person is
one who acquires or offers to acquire a “controlling interest” in the corporation, defined as one-fifth or more of
the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition
of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers
not only the acquiring person but also any persons acting in association with the acquiring person. The Articles provide that
Sections 78.378 to 78.3793 shall apply to the Company.
Item
2. Exhibits.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date:
October 4, 2018
| |
ARISTA
FINANCIAL CORP. |
| |
|
|
| |
By: |
/s/
Paul Patrizio |
| |
Name: |
Paul Patrizio |
| |
Title: |
Chief Executive Officer |
