8-KFiled Aug 16, 8:00 PM ET
Leatt Corp Amends Series A Preferred; Corrects Preferred 1-for-25 Reverse Split
$LEAT · Leatt CorpResearch Summary
AI-generated summary of this SEC filing
Leatt Corp Amends Series A Preferred; Corrects Preferred 1-for-25 Reverse Split
What Happened
- Leatt Corporation filed a Certificate of Correction and an Amendment to its Certificate of Designation on August 11, 2026 to fix an inadvertent omission from a 2012 amendment. The correction implements a 1-for-25 reverse split of the Company’s Series A Voting Convertible Preferred Stock, reducing issued and outstanding Series A shares from 3,000,000 to 120,000.
- The Company removed the prior conversion-rate adjustment provision (Section 6) from the Certificate of Designation—so the conversion mechanics will not be automatically adjusted by past reverse splits—and replaced it with a provision that future forward/reverse splits or Common Stock dividends will be applied correspondingly to the Series A shares to maintain parity. Series A Preferred continues to carry 100 votes per share and votes with the Common Stock on common-stock matters.
Key Details
- Correction and amendment filed with the Nevada Secretary of State on August 11, 2026.
- Series A reverse split ratio: 1-for-25 (3,000,000 → 120,000 shares).
- Approval: Board of Directors authorized; principal Series A holder (96,000 shares, representing 80% of Series A voting power) approved by written consent on August 11, 2026.
- Series A retains 100 votes per share and conversion rights remain but will no longer be subject to the automatic adjustment that would have caused an unintended further reduction.
Why It Matters
- The correction fixes a structural equity-count error and prevents an unintended additional reduction in common-share conversion outcomes that could have affected holders’ conversion economics and share counts.
- By amending the Certificate of Designation to require corresponding actions for future splits/dividends, the Company preserves parity between Common Stock and Series A Preferred, clarifying voting and conversion treatment for investors.
- Investors should note the finalized Series A share count, the maintained 100-votes-per-share feature, and that these changes were approved by management and the principal Series A holder.