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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June
8, 2026 (May 15,
2026)
TRADEWINDS UNIVERSAL
(Exact Name of Registrant as Specified in Charter)
| Wyoming |
|
333-276233 |
|
87-4254479 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| |
1531
S. Las Vegas Blvd., Las
Vegas, NV 89104 |
|
| |
(Address
of Principal Executive Offices, and Zip Code)
|
|
| |
(855)
434-4488 |
|
| |
Registrant’s
Telephone Number, Including Area Code
|
|
| |
501
Mercury Lane, Brea, CA 92821 |
|
| |
(Former Name or
Former Address, if Changed Since Last Report) |
|
Securities registered pursuant to Section 12(b) of
the Act: None
Securities registered pursuant to Section 12(g) of
the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Common
Stock, par value $.001 |
|
TRWD |
|
OTC
|
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
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5th 2026, the Board of Directors of Tradewinds
Universal (the “Company”) appointed Alan Chang to serve as a member of the Board. Mr. Chang is the founder of the Peppermint
Hippo™ brand. He will serve until the Company’s next annual meeting of shareholders and until his successor is duly elected
and qualified, or until his earlier resignation or removal.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On May 15, 2026, the holders of a majority of
the Company’s outstanding voting shares approved, and the Board of Directors adopted, an amendment to Article V of the Company’s
Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 250,000,000 shares, par value
$0.001 per share. The number of authorized shares of preferred stock remains 0. The Articles of Amendment were filed with the Wyoming
Secretary of State on June 5, 2026, and became effective upon filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Exhibit Description |
| 3.1 |
|
Amended Articles of Incorporation |
| 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.
| Dated: June 8, 2026 |
Tradewinds Universal |
| |
|
| |
|
|
| |
By: |
/s/ Andrew
Read |
| |
Name: |
Andrew Read |
| |
Title: |
Chief Executive Officer |
