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  4. [8-K] Leatt Corp Reports Material Event

Leatt (LEAT) corrects Series A preferred split, keeps votes

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

Rhea-AI Filing Summary

Leatt Corporation reported corporate actions affecting its Series A Voting Convertible Preferred Stock. A prior 2012 amendment that implemented a 1-for-25 reverse stock split of common stock did not include a corresponding reverse split of the Series A Preferred Stock. On August 11, 2026, the company filed a Certificate of Correction in Nevada to apply a 1-for-25 reverse split to the Series A Preferred Stock, reducing issued and outstanding shares from 3,000,000 to 120,000. The Board and the principal holder of the Series A Preferred Stock approved this correction.

Leatt also filed an Amendment to the Certificate of Designation, removing the prior conversion-rate adjustment that would have further reduced the conversion ratio after the reverse splits. A new Section 6 now requires any future forward or reverse split or stock dividend on common stock to be mirrored for the Series A Preferred Stock to maintain parity, while preserving the existing voting right of 100 votes per Series A share. On August 11, 2026, the holder of 96,000 Series A shares, representing 80% of that class’s voting power, approved these changes by written consent.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
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 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A Reverse Split Ratio 1-for-25 Reverse split ratio applied to Series A Preferred Stock in the Certificate of Correction
Series A Shares Before Reverse Split 3,000,000 shares Issued and outstanding Series A Preferred Stock prior to the 1-for-25 reverse split
Series A Shares After Reverse Split 120,000 shares Issued and outstanding Series A Preferred Stock after the 1-for-25 reverse split
Series A Voting Power Per Share 100 votes per share Voting rights of each share of Series A Preferred Stock
Principal Holder Series A Shares 96,000 shares Series A shares held by the approving holder acting by written consent
Principal Holder Voting Power 80% Percentage of Series A Preferred Stock voting power held by the approving holder
Filing Date of Certificate of Correction August 11, 2026 Date the Certificate of Correction and Amendment to Designation were filed in Nevada
Series A Voting Convertible Preferred Stock financial
"designating a series of its preferred stock ... as Series A Voting Convertible Preferred Stock"
Certificate of Designation regulatory
"the Company's Certificate of Designation of Series A Voting Convertible Preferred Stock"
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.
Certificate of Correction regulatory
"The Company filed a Certificate of Correction with the Secretary of State"
Amendment to the Certificate of Designation regulatory
"the Company filed an Amendment to the Certificate of Designation"
reverse stock split financial
"to effect a reverse stock split of its shares of common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

What corporate change did LEAT make to its Series A Preferred Stock on August 11, 2026?
Leatt Corporation filed a Certificate of Correction applying a 1-for-25 reverse split to its Series A Voting Convertible Preferred Stock. This reduced issued and outstanding Series A shares from 3,000,000 to 120,000, aligning them with a prior reverse split of common stock.

How many LEAT Series A Preferred shares remain outstanding after the correction?
After the correction, Leatt Corporation states that 120,000 Series A Preferred shares are issued and outstanding. This follows a 1-for-25 reverse stock split applied via the Certificate of Correction filed with the Nevada Secretary of State on August 11, 2026.

Did the voting rights of LEAT’s Series A Preferred Stock change?
The filing states that each Series A Preferred share continues to carry 100 votes and votes together with common stock on all matters. The changes focused on correcting the reverse split and conversion mechanics, not altering the core voting power per Series A share.

What is the new treatment of LEAT’s Series A conversion rate after the amendment?
Leatt removed the prior conversion-rate adjustment and adopted a new Section 6 with no ongoing conversion rate adjustments. Instead, any future forward or reverse split or stock dividend on common stock will be mirrored for Series A to maintain parity between the two classes.

Who approved the Certificate of Correction and Amendment for LEAT’s Series A Preferred Stock?
The Board of Directors authorized the changes, and the principal Series A holder approved them by written consent. Specifically, the holder of 96,000 Series A shares, representing 80% of the class’s voting power, approved both the Certificate of Correction and the Amendment to Designation.

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false 2026-08-11 0001456189 --12-31 Leatt Corp. 0001456189 2026-08-11 2026-08-11

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 17, 2026 ( August 11, 2026 )

LEATT CORPORATION
(Exact name of registrant as specified in its charter)

Nevada 000-54693 20-2819367
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

12 Kiepersol Drive, Atlas Gardens, Contermanskloof Road
 Durbanville, Western Cape, South Africa 7441
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: +27-21-557-7257

Not Applicable
(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:

Title of each class   Trading Symbols   Name of each exchange on which registered
—   —   —

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 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the amendments to the Articles of Incorporation and the Company's Certificate of Designation of Series A Voting Convertible Preferred Stock (the Certificate of Designation") as contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

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

Leatt Corporation (the "Company") on October 29, 2008, filed with the Secretary of State of the State of Nevada the Certificate of Designation designating a series of its preferred stock, $0.001 per share (the "Preferred Stock"), as Series A Voting Convertible Preferred Stock (the "Series A Preferred Stock"), with the voting powers, designations, preferences, limitations, restrictions and relative rights set forth therein.

On September 26, 2012, the Company filed with the Secretary of State of the State of Nevada an Amendment to its Certificate of Incorporation (the "Certificate of Amendment") to effect a reverse stock split of its shares of common stock, par value $0.001 per share (the "Common Stock") with a ratio of one post-split share for every 25 shares issued and outstanding on that date (the "Common Reverse Split") and a reduction of the Company's authorized shares of  Common Stock and Preferred Stock (the “Authorized Share Reduction”). The stockholders of the Company approved the authority of the Company's Board of Directors to effect the Common Reverse Split and Authorized Share Reduction at the Annual Meeting of Stockholders held on December 22, 2011.

Among other rights, the holders of Series A Preferred Stock had the rights (i) to vote their shares of Series Preferred Stock together with the holders of the Company's shares of Common Stock on all matters presented to the holders of Common Stock for their approval, having a voting right of 100 votes for each share of Series A Preferred Stock, and (ii) the right to initially convert their shares of Series A Preferred Stock into shares of Common Stock at a ratio of one share of Common Stock for each share of Series A Preferred Stock converted. Additionally, the Certificate of Designation also provided for an adjustment in the initial conversion rate based on among other actions, reverse stock splits of the Company's Common Stock, including the Common Reverse Split.

Notwithstanding that the Certificate of Amendment provided only for the Common Reverse Split, the Company inadvertently omitted a reverse stock split of the shares of Series A Preferred Stock (the "Series A Reverse Split") in the Certificate of Amendment at the same ratio of 1-for-25 (i.e. the issuance of one post-split share of Series A Preferred Stock for each 25 shares of Series A Preferred Stock then issued and outstanding). This would have resulted in a reduction in the number of issued an outstanding shares from 3,000,000 shares to 120,000 shares. The Company filed a Certificate of Correction with the Secretary of State of the State of Nevada on August 11, 2026 (the "Certificate of Correction"), which corrects the Certificate of Amendment by adding the Series A Reverse Split in a ratio of 1-for-25 so that there were 120,000 shares of Series A Preferred Stock issued and outstanding after the Series A Reverse Split. The Certificate of Correction was authorized and approved by the Board of Directors, submitted to the holders of the Series A Preferred Stock, and approved by written consent of the principal holder of the Series A Preferred Stock.

Additionally, since the Certificate of Correction includes the corresponding reverse split of the Series A Preferred Stock, the adjustment in the conversion rate in the Certificate of Designation, as the result of the Common Reverse Split, had to be removed since the adjustment in the conversion rate would cause a further reduction, which was not intended. As a result, the Company filed an Amendment to the Certificate of Designation (the "Amendment to Designation") removing Section 6 of the Certificate of Designation so that there are no adjustments in the conversion rate. The Company added a new Section 6, which provides that if the Company consummates a forward split or reverse split of its shares of Common Stock or pays a dividend in Common Stock to the holders of shares of Common Stock, a corresponding action will be consummated, with respect to the Series A Preferred Stock to maintain the parity between them. The shares of Series A Preferred Stock continue to have 100 votes for each share of Series A Preferred Stock and are voted together with the Common Stock on all matters presented to the holders of shares of Common Stock for their approval. The Amendment to Designation was authorized and approved by the Board of Directors, submitted to the holders of the Series A Preferred Stock, and approved by written consent of the principal holder of the Series A Preferred Stock.

The foregoing descriptions of the Certificate of Correction and Amendment to Designation are each qualified in its entirety by reference to the complete terms and conditions of each such document, copies of which are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.

Item 5.07. Submission of Matters to a Vote of Security Holders

On August 11, 2026, the holder of 96,000 shares of Series A Preferred Stock, representing 80% of the voting power of the holders of Series A Preferred Stock, acting by written consent, approved the Certificate of Correction and the Amendment to Designation for filing with the Secretary of State of the State of Nevada.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		 Description
3.1 Certificate of Correction filed with the Nevada Secretary of State on August 11, 2026.
3.2 Amendment to Certificate of Designation filed with the Nevada Secretary of State on August 11, 2026.
104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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 hereunto duly authorized.

Date: August 17, 2026 LEATT CORPORATION
   
   
  By: /s/ Sean Macdonald
  Sean Macdonald
  Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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