System1, Inc. 8K

System1, Inc. created and designated a new Series A Cumulative Convertible Preferred Stock with senior dividend and liquidation rights, conversion and redemption features, board representation, and protective covenants in favor of the preferred holders.

On July 23, 2026, System1, Inc. filed a Certificate of Designation with the Delaware Secretary of State establishing a new class of equity, the Series A Cumulative Convertible Preferred Stock, authorizing 39,250 shares with a $1,000 initial stated value per share that rank senior to common stock for dividends and liquidation, accrue 7% cumulative dividends (cash or compounded into stated value), are convertible into common stock at an initial $10.40 conversion price subject to broad anti‑dilution and structural adjustment provisions, provide holders with rights to require redemption (and give the company an option to redeem) upon a change of control and mandatory redemption at maturity based on liquidation value, grant the majority holders of the series the exclusive right to appoint a preferred director while a minimum number of shares remain outstanding, and impose negative covenants restricting additional pari passu or senior equity, certain indebtedness and liens, and restricted payments without the consent of majority preferred holders, while also including corporate opportunity waivers that allow the preferred holders and their affiliates to pursue competing opportunities without liability to the company.

Filing Facts

CIK

1805833

Ticker

-

Form

8K

Source Type

sec

Accession

0001805833-26-000044

Alert Tier

6