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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): September 22, 2025 (June
2, 2025)
VESTIAGE,
INC.
(Exact name of registrant as specified in its charter)
| Florida |
|
000-56529 |
|
45-4895104 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
1113 Tower 2, Lippo Centre, 89 Queensway
Admiralty, Hong Kong |
|
0000 |
| (Address of principal executive offices) |
|
(Zip Code) |
(+852) 3703
6155
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K
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: None.
| Title
of each class |
Trading
Symbols |
Name
of each exchange on which registered |
Not Applicable |
Not Applicable |
Not Applicable |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities 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 Reverse Stock Split (as defined below) 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.
As previously announced, on June 2, 2025, the
Board of Directors of Vestiage, Inc., a Florida corporation (the “Company”) approved to (i) change the Company’s name
to Loan Artificial Intelligence Corp. (the “Name Change”), (ii) change the Company’s OTC stock trading symbol (the “Symbol
Change”), and (iii) a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001
per share (the “Common Stock”) at a ratio of 1-for-800 (the “Reverse Stock Split”). The Company filed an Amendment
to the Articles of Incorporation (the “Amended Articles”) with the Secretary of State of the State of Florida on September
15, 2025, become effective on the effective date as announced by FINRA.
The shareholders of the Company, by written consent
of the majority shareholder representing 91.7% of the outstanding voting securities, also approved of the Name Change, Symbol Change,
and Reverse Stock Split on June 2, 2025.
The Name Change, Symbol Change, Reverse Stock
Split were processed and announced by FINRA on September 22, 2025, and shall take effect in the market on September 23, 2025 (the “Effective
Date”). The shares of Common Stock will begin trading on a post-split basis under the trading symbol “VESTD”, temporarily
allotted for twenty (20) days. After 20 business days, the symbol will become “LAAI”
In connection with the Reverse Stock Split, the
CUSIP number for the Common Stock will change to 92548W204.
Split Adjustment; Treatment of Fractional Shares
As a result of the Reverse Stock Split, on the
Effective Date, each eight hundred (800) shares of Common Stock outstanding will automatically combine into one (1) new share of Common
Stock without any action on the part of the holders, and the number of outstanding shares Common Stock will be reduced from 363,578,236
shares to approximately 454,472 shares.
No fractional shares of Common Stock will be issued
as a result of the Reverse Stock Split. Instead, in lieu of any fractional shares to which a holder of shares of Common Stock would otherwise
be entitled as a result of the Reverse Stock Split (after aggregating all fractional shares such holder would otherwise be entitled to
receive), the Company shall pay cash (without interest) for such holder’s fractional share equal to the product of the closing sales
price of our Common Stock as reported on the OTC Markets on the Effective Date multiplied by the fractional share that such holder
would otherwise be entitled to receive. After the Reverse Stock Split, then-current stockholders would have no further interest in our
Company with respect to their fractional shares.
Amended Articles
The above description of the Amended Articles
and the Name Change, Symbol Change, and Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety
by reference to the Amended Articles, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State
of Florida on September 15, 2025 (effective as of September 23, 2025).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended Articles filed with the Secretary of State of the State of Florida on September 15, 2025 |
| 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.
| |
Vestiage, Inc. |
|
| |
|
|
|
| Date: September 22, 2025 |
By: |
/s/ Raymond Fu |
|
| |
|
Raymond Fu |
|
| |
|
CEO, President, CFO |
|
