M2i Global, Inc. 8-K

What Happened

• On February 18, 2026, M2i Global, Inc. (MTWO) filed a Certificate of Designation with the Nevada Secretary of State creating up to 500 shares of “Series B Preferred Stock.” Each share has a stated value of $10,000 and is convertible into the company’s common stock (par value $0.001) under terms set in the Certificate of Designation. The company filed the 8-K reporting this on February 20, 2026.

Key Details

• Stated value: $10,000 per Series B share; up to 500 shares authorized.
• Initial conversion: each share is convertible at the holder’s option at an initial conversion price of $0.10 per common share (subject to adjustment).
• Alternative conversion price: may be set at 95% of the lowest closing price during a specified measurement period (subject to limitations).
• Protections/limits: liquidation preference equal to stated value plus accrued dividends; beneficial ownership conversion cap of 4.99% of outstanding common stock (holder may increase to 9.99% with prior written notice); mandatory conversions may occur upon certain trigger events (e.g., a qualified public offering or specified equity financings).
• Voting: Series B holders vote with common stockholders on an as-converted basis, except as required by law or the Certificate.

Why It Matters

• The designation creates a new preferred share class that can convert into a significant number of common shares at a low initial price ($0.10), which could dilute existing common shareholders if conversions occur.
• The liquidation preference and conversion mechanics affect investor recovery and potential equity dilution; the beneficial ownership cap limits large single-holder conversions unless adjusted.
• Investors should monitor any issuances, conversions, or triggering financing events that could lead to mandatory conversions or impact share count and ownership percentages.