THC Therapeutics ends deal over accounting difficulty

Series D terms provide for ten votes per share and conversion at $0.01 per share as discussions continue on a possible ST Holdings asset acquisition.

Available on EDGAR 10/30/2026 - 05:27 PM EDT Accepted by SEC EDGAR 10/30/2026 - 05:26 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

THC Therapeutics, Inc. terminated its Share Exchange Agreement with ST Holdings Group, LLC on October 30, 2026; the parties mutually agreed to end it because of difficulty accounting for the transaction. They are currently discussing options for the company’s potential future acquisition of some or all of ST Holdings’ assets.

An amended designation filed July 7, 2026, provides for 500,000 shares of preferred stock to be designated as Series D Convertible Preferred Stock. Under the amendment, each share is entitled to 10 votes on matters submitted to a stockholder vote and is convertible into common stock at $0.01 per share.

Filing Explained

The Series D designation states that its shares participate with common holders in any dividends declared, giving the series a conditional dividend-sharing right.

8-K Event Classification

3 items: 1.02, 5.03, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

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 D preferred shares designated: 500,000 shares Voting rights: 10 votes per share Conversion price: $0.01 per share

3 metrics

Series D preferred shares designated 500,000 shares Shares of preferred stock designated as Series D Convertible Preferred Stock

Voting rights 10 votes per share On matters submitted to a stockholder vote

Conversion price $0.01 per share Price for conversion into common stock

Key Terms

Share Exchange Agreement, Series D Convertible Preferred Stock, Certificate of Designation

3 terms

Series D Convertible Preferred Stock financial

"designated as Series D Convertible Preferred Stock"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

Certificate of Designation technical

"Amended and Restated Certificate of Designation"

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.

FAQ

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

Why did THCT terminate its agreement with ST Holdings?

THC Therapeutics and ST Holdings Group mutually terminated their Share Exchange Agreement on October 30, 2026, because of difficulty accounting for the transaction.

Is THCT still considering an acquisition of ST Holdings assets?

The parties are currently discussing options for THC Therapeutics’ potential future acquisition of some or all of ST Holdings’ assets.

Do THCT Series D preferred shares participate in dividends?

Yes. Each Series D Preferred Stock share participates with common stockholders in any dividends declared by THC Therapeutics.

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): July 7, 2026

THC Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-55994

26-0164981

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1600 Sky Park Dr # 215

Medford, OR

97504

(Address of principal executive offices)

(Zip Code)

(833)-420-8428

(Registrant’s telephone number, including area code)

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 (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))

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 1.02. Termination of a Material Definitive Agreement.

On October 30, 2026, THC Therapeutics, Inc. (the “Company”) terminated the Share Exchange Agreement (the “Share Exchange Agreement”) originally entered into between the Company and ST Holdings Group, LLC, an Oregon limited liability company, and its related subsidiaries (“ST Holdings”), on June 20, 2025. The Company and ST Holdings mutually agreed to terminate the Share Exchange Agreement due to the difficulty in accounting for the transaction. The Company and ST Holdings are currently in discussions and exploring options for the Company’s potential acquisition in the future of some or all of the assets of ST Holdings.

Disclosure Regarding Forward-Looking Information

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the Company’s potential future acquisition of ST Holdings or its assets. These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting and other factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.

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

On July 7, 2026, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock (the “Series D Amendment”). Under the terms of the Series D Amendment, 500,000 shares of the Company’s preferred stock will be designated as Series D Convertible Preferred Stock. Each share of Series D Preferred Stock shall entitle the holder thereof to ten (10) votes on all matters submitted to a vote of the stockholders of the Company. Each share of Series D Preferred Stock shall be convertible into shares of common stock of the Company at the price of $0.01 per share. Each share of Series D Preferred Stock shall participate with the holders of common stock in any dividends declared by the Company.

The foregoing information is a summary of the Series D Amendment described above, is not complete, and is qualified in its entirety by reference to the full text of the Series D Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K. Readers should review the Series D Amendment for a complete understanding of the terms and conditions of the transaction described above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Amended and Restated Certificate of Designation for Series D Preferred Stock dated July 7, 2026
104		Cover Page Interactive Date 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.

	THC Therapeutics, Inc.

Dated: October 30, 2026	By:	/s/ Scott Cox
		Scott Cox
		Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents