UNQL Unique Logistics International Inc - 8-K

Item
3.03 Material Modification to Rights of Security Holders.

The
relevant information in Item 5.03 on this Current Report on Form 8-K, regarding the Certificate of Amendment is incorporated herein by
reference.

Item
5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On
December 31, 2024, Unique Logistics International, Inc. (the “Company”) filed with the Secretary of State of the State
of Nevada a certificate of amendment to the Certificate of Designations, Preferences and Rights of its Series D Convertible
Preferred Stock, and on January 2, 2025, certificates of amendments to the Certificates of Designations of its Series A and Series
C Convertible Preferred Stock (collectively, the “Certificates of Designations”), amending (i) Section IV(b)(iii)
of the Certificate of Designations of its Series A Convertible Preferred Stock, (ii) Section 7(a)(ii) of the Certificate of Designations
of its Series C Convertible Preferred Stock, and (iii) Section 7(a)(ii) of the Certificate of Designations of its Series D Convertible
Preferred Stock (collectively, the “Amendments”), in order to extend the Anti-dilution Termination Date (as defined in the
Amendments) to the earlier of (i) December 31, 2025 or (ii) a Qualified Financing (as defined in the Certificates of Designations).

The
foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendments, which are attached hereto as Exhibits 3.1, 3.2, and 3.3 and are incorporated herein by reference.

Item
9.01. Exhibits.

(d)
Exhibits

Exhibit
No.

Exhibit

3.1

Certificate
of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International,
Inc., filed with the Nevada Secretary of State on January 2, 2025

3.2

Certificate
of Amendment of Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Unique Logistics International,
Inc., filed with the Nevada Secretary of State on January 2, 2025

3.3

Certificate
of Amendment of Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock of Unique Logistics International,
Inc., filed with the Nevada Secretary of State on December 31, 2024

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