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  4. [8-K] LINGERIE FIGHTING CHAMPIONSHIPS, INC. Reports Material Event

1-for-10,000 split and share increase at Lingerie Fighting Champs (OTC: BOTY)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lingerie Fighting Championships, Inc. has reshaped its capital structure through a major reverse split and a large increase in authorized shares. The company filed amended and restated Articles of Incorporation in Nevada to raise authorized common stock from 1,000,000 to 20,000,000 shares with the same $0.001 par value.

Separately, FINRA OTC Corporate Actions approved a 1-for-10,000 reverse split of the company’s common stock on January 30, 2026, with trading beginning on a split-adjusted basis on February 2, 2026. A press release about the reverse split was issued on January 30, 2026.

Positive

  • None.

Negative

  • Significant potential dilution from higher authorization: Authorized common shares rose from 1,000,000 to 20,000,000, substantially increasing the company’s capacity to issue new equity, which could dilute existing holders if large issuances occur.
  • Extreme reverse stock split: The 1-for-10,000 reverse split is unusually large, often signaling past share-price pressure and concentrating existing holdings into far fewer shares.

Insights

BOTY executes a very large reverse split and sharply increases authorized shares, altering future equity flexibility and dilution potential.

Lingerie Fighting Championships implemented a 1-for-10,000 reverse stock split and raised authorized common shares from 1,000,000 to 20,000,000. The reverse split consolidates existing shares, typically lifting the per-share price while reducing the number of shares outstanding.

The simultaneous jump in authorized shares greatly expands capacity to issue new equity in the future. Actual dilution will depend on how many of these shares are eventually issued and on what terms. Investors can track future disclosures for any new stock issuances or financing transactions using this expanded authorization.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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Understanding 8-K Material Events →

 

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

 

March 13, 2026

Date of Report (Date of earliest event reported)

 

LINGERIE FIGHTING CHAMPIONSHIPS, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada

 

84-1609495

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer identification number)

 

 

 

6955 North Durango Drive, Suite1115-129,

Las Vegas, NV

 

89149

(Address of principal executive offices)

 

(Zip Code)

 

+1 (702) 505-0743

(Registrant’s telephone number, including area code)

______________________________________________________________________________

 

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 (see General Instruction A.2. below):

 

☐

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:

 

Title of Each Class:

Trading Symbol(s):

Name of Exchange on which Registered:

Common Stock Par Value $0.001 per share

BOTY

OTC Markets Group, Inc.

 

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).

 

Emerging Growth Company ☐

 

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 the Articles of Incorporation

 

On Thursday March 5, 2026, the Registrant filed an amended and restated set of Articles of Incorporation with the Secretary of State of Nevada. The amended and restated articles increase the Registrant’s authorized common shares from 1,000,000 with par value $0.001 to 20,000,000 with par value $0.001.

 

Item 8.01 Other Events   

 

On January 30, 2026, FINRA OTC Corporate Actions approved a 1 for 10,000 reverse split of the Registrant’s common stock. The shares began trading on a split-adjusted basis on February 2nd, 2026. A press release on this matter was published on January 30, 2026.

 

Item 9.01 Exhibit List

 

The material transaction documents include,   

 

Exhibit 9.01

 

Amended and Restated Articles of Incorporation

 

 
2

 

 

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.

 

Date: March 16, 2025

By: LINGERIE FIGHTING CHAMPIONSHIPS, INC.

    

/s/ Shaun E. Donnelly

 

 

Name: Shaun E. Donnelly

 
  

Title: President and Chief Executive Officer

 

 

 
3

 

Source: View Original Filing on SEC EDGAR

FAQ

What major corporate actions did Lingerie Fighting Championships (BOTY) disclose?

Lingerie Fighting Championships disclosed a 1-for-10,000 reverse stock split and a large increase in authorized common shares. The authorized amount rose from 1,000,000 to 20,000,000, while the reverse split consolidated existing shares and began trading on a split-adjusted basis on February 2, 2026.

How does the 1-for-10,000 reverse stock split affect BOTY shares?

The 1-for-10,000 reverse split consolidates every 10,000 existing BOTY shares into one new share, significantly reducing the number of shares outstanding. Trading on a split-adjusted basis started on February 2, 2026, following FINRA OTC Corporate Actions approval on January 30, 2026.

How many authorized common shares does BOTY now have after the amendment?

After filing amended and restated Articles of Incorporation in Nevada on March 5, 2026, BOTY’s authorized common shares increased from 1,000,000 to 20,000,000. The par value of $0.001 per share remained unchanged, meaning only the maximum number of shares the company can issue was expanded.

When did FINRA approve Lingerie Fighting Championships’ reverse split?

FINRA OTC Corporate Actions approved Lingerie Fighting Championships’ 1-for-10,000 reverse split on January 30, 2026. The company’s common stock began trading on a split-adjusted basis on February 2, 2026, and a press release regarding the reverse split was published on January 30, 2026.

What changes were made to BOTY’s Articles of Incorporation in Nevada?

On March 5, 2026, Lingerie Fighting Championships filed amended and restated Articles of Incorporation with the Nevada Secretary of State. The amendment increased authorized common shares from 1,000,000 to 20,000,000, while keeping the par value at $0.001 per share, expanding future issuance capacity.

Who signed the Lingerie Fighting Championships 8-K reporting these actions?

The 8-K reporting the reverse stock split and authorized share increase was signed on behalf of Lingerie Fighting Championships, Inc. by Shaun E. Donnelly. He is identified in the signature block as the company’s President and Chief Executive Officer, acting as the duly authorized officer.

Filing Exhibits & Attachments

6 documents

Other Documents