New LSEB (LSEB) Series A preferred sets 100:1 voting and conversion

Rhea-AI Filing Summary

LSEB Creative Corp. has amended its Wyoming corporate charter to authorize a new class of Series A Convertible Preferred Stock, designed to support a potential change of control transaction effective February 27, 2026.

The Board created 1,000,000 shares of Series A Preferred with a par value of $0.0001 each. Every preferred share is convertible into 100 common shares and carries 100 votes alongside common stock, giving future holders substantial voting and conversion power. The Series A shares have no dividend, liquidation preference, or preemptive rights. No Series A shares have been issued yet, no definitive change of control agreement has been completed, and no change of control has occurred. Any issuance tied to a completed transaction will be reported in a later filing.

Insights

Corporate governance and M&A analyst

LSEB creates powerful preferred class to enable a potential change of control, but no deal is agreed yet.

LSEB Creative Corp. has added a Series A Convertible Preferred class with 1,000,000 authorized shares, each convertible into 100 common shares and carrying 100 votes. This structure can quickly transfer significant voting control once issued.

The preferred has no dividend, liquidation preference, or preemptive rights, so its main function is governance and conversion, not income or downside protection. The company states this designation is intended to facilitate a potential change of control transaction, but no agreement has been completed and no shares are outstanding as of this report.

The real impact depends on terms of any future definitive agreement and how many preferred shares are ultimately issued. Subsequent disclosures, once a transaction is signed and closed, will determine the resulting ownership and voting structure.

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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)

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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

3

FAQ

What corporate change did LSEB (LSEB) approve regarding preferred stock?

LSEB approved an amendment authorizing Series A Convertible Preferred Stock. The Board can create one or more preferred series and set their rights before issuance under Wyoming law, expanding capital structure flexibility for potential strategic transactions, including a possible change of control.

How many Series A Convertible Preferred shares did LSEB (LSEB) authorize?

LSEB authorized 1,000,000 shares of Series A Convertible Preferred Stock. Each share has a par value of $0.0001. These preferred shares are not yet issued but are available for use in a future transaction, including a potential change of control deal.

What are the conversion and voting rights of LSEB’s Series A Preferred?

Each Series A Convertible Preferred share can convert into 100 common shares and carries 100 votes, voting together with common stock. This gives any future holder substantial influence over shareholder decisions once shares are issued in a qualifying transaction.

Do LSEB’s Series A Preferred shares have dividend or liquidation rights?

Series A Preferred shares have no dividend rights and no priority in liquidation. Holders receive no preference over common stock in asset distributions, and they lack preemptive rights except where law requires, focusing their value on voting and conversion features.

Has LSEB (LSEB) completed a change of control transaction using Series A Preferred?

No, LSEB has not completed a change of control transaction. The company states no Series A Convertible Preferred shares have been issued, no definitive change of control agreement has been consummated, and no change of control has occurred as of the report date.

When does LSEB’s charter amendment for Series A Preferred become effective?

The amendment authorizing Series A Convertible Preferred Stock becomes effective on February 27, 2026. The company filed Articles of Amendment with the Wyoming Secretary of State on February 4, 2026, establishing the Board’s authority to issue and structure preferred stock series.

How might LSEB (LSEB) use the Series A Convertible Preferred Stock?

LSEB intends the Series A Convertible Preferred Stock to facilitate a potential change of control transaction. The company anticipates issuing these shares to a purchaser upon closing a definitive agreement, with any issuance and resulting change of control disclosed in a later report.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT 10.5 KB
• EX-3.2 CERTIFICATE OF DESIGNATION 28.1 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB