Sigma Additive Solutions Reports Material Agreements, Equity Sales, and Bylaw Changes

TL;DR

**Sigma Additive Solutions just dropped an 8-K detailing new agreements, equity sales, and governance changes, so keep an eye on their stock!**

AI Summary

SIGMA ADDITIVE SOLUTIONS, INC. (formerly SIGMA LABS, INC.) filed an 8-K on February 22, 2024, reporting events from February 15, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, changes in their certifying accountant, and amendments to their articles of incorporation or bylaws. The company, based in Santa Fe, NM, with CIK 0000788611, also changed its name from SIGMA LABS, INC. on October 14, 2010.

Why It Matters

These changes could significantly impact the company's financial structure, governance, and future operational direction, potentially affecting shareholder value and investor confidence.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in the certifying accountant, which can sometimes signal underlying financial or operational shifts that carry inherent risks.

Key Players & Entities

• SIGMA ADDITIVE SOLUTIONS, INC. (company) — Registrant
• SIGMA LABS, INC. (company) — Former company name
• February 15, 2024 (date) — Date of earliest event reported
• February 22, 2024 (date) — Filing date
• 0000788611 (company) — Central Index Key (CIK)

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share SASI The NASDAQ Stock Mar
• $672,500 — Company issued and sold an aggregate of $672,500 of the Company's securities, consisting
• $3.02 — alf of a Warrant at a combined price of $3.02. The Offering was priced at the "Minimu
• $672,500, b — eeds from the Offering of approximately $672,500, before deducting placement agent fees and

Filing Documents

• form8-k.htm (8-K) — 59KB
• ex3-1.htm (EX-3.1) — 58KB
• ex4-1.htm (EX-4.1) — 91KB
• ex10-1.htm (EX-10.1) — 144KB
• ex16-1.htm (EX-16.1) — 6KB
• ex16-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-007564.txt ( ) — 605KB
• sasi-20240215.xsd (EX-101.SCH) — 3KB
• sasi-20240215_lab.xml (EX-101.LAB) — 33KB
• sasi-20240215_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

03 below for a description of the terms of the Series I Preferred, which is incorporated by reference herein

Item 5.03 below for a description of the terms of the Series I Preferred, which is incorporated by reference herein. The Company received gross proceeds from the Offering of approximately $672,500, before deducting placement agent fees and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering as working capital for general corporate purposes. Umergence LLC ("Umergence") served as the placement agent for the Company, on a reasonable best-efforts basis, in connection with the Offering. As compensation for its services as placement agent, the Company paid Umergence an aggregate cash fee equal to 5.0% of the gross proceeds of the Offering. The foregoing summaries of the Purchase Agreement and the Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (this "Current Report"), which are incorporated herein by reference. Item 3.02 Unregistered Sales of Equity Securities. The information in Item 1.01 regarding the issuance of the Series I Preferred and Warrants is hereby incorporated herein by reference. The shares of Series I Preferred and Warrants issued by the Company (the "Securities") have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and were issued to the respective recipients in transactions exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Securities constitute, and the shares of Company common stock underlying the Preferred Shares and Warrants, when issued upon conversion of the Preferred Shares and exercise of the Warrants, respectively, will constitute, "restricted securities" within the meaning of Rule 1

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the "Series I Certificate of Designation") with the Secretary of State of the State of Nevada, designating 331,124 shares of the Company's preferred stock as Series I Convertible Preferred Stock, par value $0.001 per share. The terms and conditions set forth in the Series I Certificate of Designation are summarized below: Ranking. The Series I Preferred rank pari passu to the Company's common stock. Dividends. Holders of Series I Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series I Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company's stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series I Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series I Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series I Preferred or alter or amend the Series I Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series I Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder, to at least the extent required to convert all of the outstandi

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 22, 2024 SIGMA ADDITIVE SOLUTIONS, INC. By: /s/ William Kerby William Kerby Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR