Cal. Code Regs. tit. 10 § 260.103.1
Neither the authorization of a new class of stock by amendment of the charter documents of a corporation nor the issuance and sale of such new class of stock nor the issuance and sale of additional shares of an outstanding class constitutes a change in the rights, preferences, privileges, or restrictions of or on previously outstanding shares enumerated in subdivision (e) of Section 25103 of the Code, even though the new class of stock may have priority over or dilute the voting power of or the preferences of such previously outstanding shares or otherwise indirectly affect such previously outstanding shares. Any offer or sale of such new class of stock is, however, subject to the provisions of Section 25110 or Section 25120 of the Code.
Cal. Code Regs. Tit. 10, § 260.103.1