GPO Plus grants CEO 4M 100-vote preferred shares

Available on EDGAR 09/11/2026 - 06:01 AM EDT Accepted by SEC EDGAR 09/10/2026 - 06:24 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

GPO Plus, Inc. (GPOX) approved and issued 4,000,000 shares of a new Series A-1 Preferred Stock on September 1, 2026 to Chief Executive Officer and sole director Brett H. Pojunis as compensation for services, credit support, and deferred pay, valued at $160,000 in total at $0.0400 per common-equivalent share.

Each Series A-1 Preferred share carries 100 votes, voting with common stock as a single class, and is convertible 1-for-1 into common stock at the holder’s option, for up to 4,000,000 common shares. A Certificate of Designation filed in Nevada on August 26, 2026 formally created this series from the company’s blank check preferred stock under Nevada law.

Positive

• None.

Negative

• 4,000,000 new super-voting preferred shares granted to the CEO concentrate voting power (100 votes per share) and add up to 4,000,000 new common-equivalent shares upon conversion, increasing potential dilution and insider control.

Filing Explained

Issued preferred stock adds immediate voting rights and leaves up to 4 million common shares available for holder-elected conversion.

The September 1 issuance is complete as preferred stock: each Series A-1 share now carries 100 votes with the common stock, while conversion remains optional, leaving the existing voting structure exposed to a new voting block.

If the holder converts, up to 4,000,000 common shares could be issued; that would increase the share count and reduce an existing holder’s percentage ownership absent offsetting changes. The designation also provides no dividends unless declared and no preemptive rights.

The stated trigger for the common-stock issuance is the holder’s election at any time; the filing says conversion is not contingent on a listing or another corporate event.

8-K Event Classification

4 items: 3.02, 5.02, 5.03, 9.01

4 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series A-1 Preferred shares issued: 4,000,000 shares Aggregate value of Series A-1 grant: $160,000 Implied price per common-equivalent share: $0.0400 per share +5 more

8 metrics

Series A-1 Preferred shares issued 4,000,000 shares Issued to CEO Brett H. Pojunis on September 1, 2026 as compensation and credit support

Aggregate value of Series A-1 grant $160,000 Board valuation of 4,000,000 Series A-1 Preferred shares

Implied price per common-equivalent share $0.0400 per share Closing price of common stock on August 19, 2026 used for valuation

Voting power per Series A-1 Preferred share 100 votes per share Voting together with common stock as a single class except where class voting is required by law

Conversion ratio 1 preferred share for 1 common share Series A-1 Preferred is convertible at the holder’s option at any time

Maximum common shares upon conversion 4,000,000 shares If all Series A-1 Preferred shares are converted into common stock

Effective date and time of designation August 19, 2026, 5:00 p.m. Effective time of Certificate of Designation filed in Nevada

Nevada filing date for Certificate of Designation August 26, 2026 Date Certificate of Designation of Series A-1 Preferred Stock was filed

Key Terms

Series A-1 Preferred Stock, blank check preferred stock, pari passu, Certificate of Designation, +2 more

6 terms

Series A-1 Preferred Stock financial

"designates Four Million (4,000,000) shares of the Company’s authorized blank check preferred stock as Series A-1 Preferred Stock"

Series A-1 preferred stock is a specific class of company shares created in an early financing round that typically gives its holders priority over common shareholders for dividends and money if the company is sold or liquidates. Think of it as a special ticket with upfront privileges — often convertible into ordinary shares and sometimes carrying voting or protective rights — so investors use it to reduce risk and preserve control compared with ordinary stock.

blank check preferred stock financial

"designates Four Million (4,000,000) shares of the Company’s authorized blank check preferred stock as Series A-1 Preferred Stock"

pari passu financial

"participates in liquidation on a per-share basis pari passu with the Series A Preferred Stock"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

Certificate of Designation regulatory

"On August 26, 2026, a Certificate of Designation of Series A-1 Preferred Stock was filed"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

restrictive legend financial

"The book-entry position bears a restrictive legend"

A restrictive legend is a notation printed on a stock certificate or encoded on an electronic security record that warns the holder the shares are subject to legal or contractual transfer limits. It identifies why the shares cannot be freely sold or transferred — for example because they are unregistered under federal securities laws, issued under a private placement, subject to lock-up agreements, or governed by contractual resale restrictions — and transfer usually requires satisfying conditions (such as registration, a compliance certificate, or a legal opinion) or formal removal of the legend by the issuer or transfer agent before the shares can be moved into a freely transferable form.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity did GPOX grant to its CEO in this 8-K?

GPO Plus granted its CEO Brett H. Pojunis 4,000,000 shares of Series A-1 Preferred Stock as compensation and for credit support, with an aggregate value of $160,000 based on a $0.0400 common-equivalent share price.

How many votes and conversion rights do GPOX Series A-1 Preferred shares carry?

Each Series A-1 Preferred share carries 100 votes and is convertible at any time into one share of common stock, allowing conversion of all 4,000,000 preferred shares into up to 4,000,000 common shares at the holder’s option.

How did GPOX determine the value of the Series A-1 Preferred grant?

The board valued the Series A-1 Preferred grant at $160,000 in aggregate, using $0.0400 per common-equivalent share, which was the closing price of GPO Plus common stock on August 19, 2026.

Why did GPOX award Series A-1 Preferred Stock to its CEO?

The award compensates Brett H. Pojunis for services rendered and to be rendered and for credit support to GPO Plus, including personal guarantees of leases, vehicle and telecom financings, merchant accounts, extensions of personal credit, and regularly deferred compensation.

When did GPOX formally create the Series A-1 Preferred Stock?

GPO Plus filed a Certificate of Designation for the Series A-1 Preferred Stock with the Nevada Secretary of State on August 26, 2026, effective as of August 19, 2026 at 5:00 p.m..

Under what securities law exemption did GPOX issue the Series A-1 Preferred?

The Series A-1 Preferred shares were issued in a non-public transaction relying on the Section 4(a)(2) exemption under the Securities Act of 1933, with no underwriters, no sales commissions, and a single insider recipient who had access to all material information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 19, 2026

_______________________

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

State of incorporation	Nevada
Commission File Number	000-56286
IRS Employer Identification No.	85-1088309
Address of principal executive offices	3571 E. Sunset Road, Ste. 300, Las Vegas, NV 89120
Registrant’s telephone number	(702) 840-1021

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	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).

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 3.02 Unregistered Sales of Equity Securities.

On September 1, 2026, GPO Plus, Inc. (the “Company”) issued Four Million (4,000,000) shares of its Series A-1 Preferred Stock (the “Series A-1 Preferred”) to Brett H. Pojunis, the Company’s Chief Executive Officer and sole director, as consideration for services rendered and to be rendered and credit support provided to the Company - including Mr. Pojunis’s personal guarantees of the Company’s facility leases, vehicle financings, telecommunications accounts and merchant accounts, his extensions of personal credit (credit cards and personal loans) to fund Company obligations, and his regularly deferred compensation - with the shares valued by the board of directors at $160,000 in the aggregate ($0.0400 per common-equivalent share, the closing price of the common stock on August 19, 2026).

Each share of Series A-1 Preferred entitles the holder to one hundred (100) votes and is convertible, at the holder’s option at any time, into one (1) share of the Company’s common stock on a one-for-one basis (up to 4,000,000 shares of common stock in the aggregate); conversion is not contingent on any listing or other corporate event. The shares were issued in a transaction not involving any public offering in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). No underwriters were involved, no sales commissions were paid, and the securities were issued to a single recipient who is an executive officer and director of the Company and who had access to all material information regarding the Company. The book-entry position bears a restrictive legend.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) The issuance of the Series A-1 Preferred described in Item 3.02 above, which is incorporated herein by reference, was approved by the board of directors as compensation to Brett H. Pojunis, the Company’s Chief Executive Officer, for services rendered and to be rendered and for credit support provided to the Company, including his personal guarantees of Company obligations, his extensions of personal credit to fund Company obligations, and his regularly deferred compensation. The shares were valued by the board at $160,000 in the aggregate ($0.0400 per common-equivalent share, the closing price of the Company’s common stock on August 19, 2026).

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

On August 26, 2026, a Certificate of Designation of Series A-1 Preferred Stock (the “Certificate of Designation”) was filed with, and accepted by, the Secretary of State of the State of Nevada (Filing No. 20265999109), with an effective date and time of August 19, 2026 at 5:00 p.m. The Certificate of Designation was adopted by the board of directors pursuant to the authority granted under Article IV of the Company’s Articles of Incorporation and Section 78.1955 of the Nevada Revised Statutes, and designates Four Million (4,000,000) shares of the Company’s authorized blank check preferred stock as Series A-1 Preferred Stock.

The Series A-1 Preferred: (i) carries one hundred (100) votes per share, voting together with the common stock as a single class except where class voting is required by law; (ii) has no dividend rights except as declared by the board; (iii) participates in liquidation on a per-share basis pari passu with the Series A Preferred Stock, the Founders Convertible Preferred, the Founders Class A Common Shares and the

common stock, subject to the preferences of any future series; (iv) has no preemptive rights; and (v) is convertible at the holder’s option, at any time, into one (1) share of common stock per share on a one-for-one basis (not contingent on any listing or other corporate event). The foregoing description is qualified in its entirety by reference to the Certificate of Designation, filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designation of Series A-1 Preferred Stock, filed with the Nevada Secretary of State on August 26, 2026 (effective August 19, 2026), Filing No. 20265999109.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

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 hereunto duly authorized.

	GPO PLUS, INC.
Date: September 10, 2026	By:	/s/ Brett H. Pojunis
	Name:	Brett H. Pojunis
	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 CERTIFICATE OF DESIGNATION 3.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB