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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): February
4, 2026
LSEB CREATIVE CORP.
(Exact name of registrant as specified in its
charter)
| Wyoming |
|
000-56443 |
|
83-4415385 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
30 N. Gould St. #4000
Sheridan, WY 82801 |
| (Address of principal executive offices) (Zip Code) |
| Registrant’s telephone number, including area code: 800-701-8561 |
| N/A |
| (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 (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: NONE
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 o
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. o
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws |
On February 4, 2026, LSEB Creative Corp. filed
Articles of Amendment with the Wyoming Secretary of State whereby the Board of Directors were expressly authorized, subject to limitations
prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate of designation
or amendment pursuant to the Wyoming Business Corporation Act, to fix, before issuance, the designation, the number of shares constituting
each series, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations,
or restrictions thereof, of each series of Preferred Stock.
In addition, the Board of Directors approved a
Certificate of Designation for Series A Convertible Preferred Stock. This newly designation class of preferred stock consists of one million
(1,000,000) shares, par value $.0001 per share. Each holder of Series A Convertible Stock may from time to time, convert any or all of
such holder’s shares of Series A Preferred into fully paid and non-assessable shares of common stock of the Company in an amount
equal to 100 shares of the Company’s common stock. Series A Preferred votes together with common stock and is entitled to one hundred
(100) votes of common stock for each preferred share held. In any liquidation, holders of Series A Preferred shares will not have any
priority or preference with respect to any distribution of any assets of the Company. Shares of Series A Preferred have no dividend rights,
and except as otherwise required by law, holders of Preferred Stock shall have no preemptive rights. The effective date of the amendment
is February 27, 2026.
The designation of the Series A Convertible Preferred
Stock is intended to facilitate a potential change of control transaction. As of the date of this report, no shares of Series A Convertible
Preferred Stock have been issued, no definitive agreement providing for a change of control has been consummated, and no change of control
of the Company has occurred.
The Company intends that, upon the closing of
a definitive agreement, shares of Series A Convertible Preferred Stock may be issued to a purchaser in connection with such transaction.
Any such issuance and resulting change of control, if and when consummated, will be disclosed in a subsequent Current Report on Form 8-K
in accordance with applicable SEC reporting requirements.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
|
Description |
| 3.1 |
|
Certificate Of Amendment |
| 3.2 |
|
Certificate of Designation – Series A Convertible Preferred Stock |
| 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.
| |
|
LSEB Creative Corp. |
| |
|
|
| Date: March 2, 2026 |
|
/s/ Lauren Bentley |
| |
|
Lauren Bentley |
| |
|
Chief Executive Officer, Chairman of the Board of Directors |
