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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 13, 2026 (August 7,
2026)
Commission File No. 000-30053
BILI Social International, Inc.
(Exact name of registrant as specified in its charter)
| Florida |
|
22-3084979 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
625 Broad Street
2nd Floor, Suite 240
Newark, New
Jersey 07102
(Address of principal executive offices, zip code)
1-888-458-2454
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act: None.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Bili Social International, Inc.,
a Florida corporation (the “Company”), previously designated (i) 118,000,000 shares of preferred stock as Series B Preferred
Stock (the “Series B Preferred Stock”) on October 22, 2024. On August 7, 2026, the Board of Directors approved the termination
of the Series B Preferred Stock designation and the Company filed Articles of Amendment to its Articles of Incorporation relating to the
Series B Preferred Stock (the “Articles of Amendment”) with the Secretary of State of the State of Florida to terminate the
designations, rights and preferences of the Series B Preferred Stock.
At the time of the filing
of the Articles of Amendment, no shares of Series B Preferred Stock were outstanding. The Articles
of Amendment became effective immediately upon filing and deleted the related provisions from the Company’s Articles of Incorporation
with respect to the Series B Preferred Stock.
Following the termination
of the Series B Preferred Stock, the Company has authorized: 40,000,000,000 ($0.001 par value) common stock shares and 120,000,000 ($0.001
par value) preferred stock shares, of which the Board of Directors is authorized, to the fullest extent permitted by the Florida Business
Corporation Act, including Section 607.0602, to provide for the issuance of preferred stock in one or more series and, by resolution duly
adopted, to establish the designation of each series and to fix the number of shares constituting such series and the preferences, limitations,
relative rights, and other terms of each series.
The
foregoing descriptions of the termination of Series B Preferred Stock are not complete and are subject to and qualified in their entirety
by reference to the Form of Articles of Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1,
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Form of Articles of Amendment to its
Articles of Incorporation to withdraw Series B Preferred Stock designation, filed with the Secretary of State of the State of
Florida on August 7, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith
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 thereunto duly authorized.
| |
BILI Social International, Inc. |
|
| |
|
|
|
| Dated: August 13, 2026 |
|
/s/ Adrian Capobianco |
|
| |
|
By: Adrian Capobianco |
|
| |
|
Chief Executive Officer |
|
| |
|
|
|