Hyzon sells special voting share to acting CEO; moves to dissolve company

Hyzon Motors Inc.

Issued one share of Series A Preferred Stock to Acting CEO for $1; share carries voting power equal to all outstanding common shares on dissolution vote.
Amended bylaws to set quorum at one-third of voting power outstanding, replacing prior share-count basis.
Filed Certificate of Designation for Series A Preferred; share automatically redeemed for $0.01 after dissolution vote.
Reconvened special meeting adjourned; company will hold new meeting to vote on Assignment Proposal and Dissolution Proposal (liquidation).
Subscription Agreement (Ex. 10.1) includes representations by CEO acknowledging going-concern risk and high economic risk.

item 3.01 item 5.03 item 3.02 item 1.01 item 3.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Hyzon Motors Inc.: Changed quorum requirement for stockholder meetings to one-third of voting power of outstanding shares entitled to vote, instead of number of shares outstanding or present (effective 2025-02-27).

Change: bylaw amendment
Effective: 2025-02-27

Exact text from the filing

On February 27, 2025, the Board of Directors of the Company (the “Board”) approved an amendment of the Company’s Third Amended and Restated By-Laws (as amended from time to time, the “Bylaws”), effective as of February 27, 2025, to change the quorum for the transaction of business at stockholder meetings to one-third of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote on a matter at the meeting, present in person or represented by proxy.

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Source: SEC EDGAR

accession 0001716583-25-000033

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