GPO Plus, Inc. Issues 4M Series A-1 Preferred to CEO for Services and Guarantees

What Happened

• GPO Plus, Inc. (GPOX) announced it issued 4,000,000 shares of newly designated Series A-1 Preferred Stock to its CEO and sole director, Brett H. Pojunis, on September 1, 2026 as consideration for services rendered and credit support (including personal guarantees of leases, vehicle financings, telecom and merchant accounts, extensions of personal credit, and deferred compensation). The board valued the shares in the aggregate at $160,000 (equivalent to $0.0400 per common-equivalent share, based on the common stock closing price on August 19, 2026).
• A Certificate of Designation for the Series A-1 Preferred was filed with the Nevada Secretary of State (Filing No. 20265999109) on August 26, 2026, effective August 19, 2026 at 5:00 p.m.

Key Details

• 4,000,000 Series A-1 Preferred shares issued to Brett H. Pojunis on September 1, 2026; board valuation = $160,000 total ($0.04 per common-equivalent share).
• Each Series A-1 Preferred carries 100 votes per share and is convertible at the holder’s option, one-for-one into common stock (up to 4,000,000 common shares); conversion is not contingent on any listing or corporate event.
• Series A-1 rights: no dividend rights except as declared by the board, pari passu liquidation participation with certain other classes, no preemptive rights; shares issued in a non-public transaction relying on Section 4(a)(2) of the Securities Act and bear a restrictive legend.
• No underwriters or sales commissions; issued to a single executive who had access to material company information.

Why It Matters

• Dilution and voting power: the Series A-1s are convertible into up to 4,000,000 common shares and currently carry very large voting weight (100 votes per preferred share), which can materially affect share count and shareholder voting dynamics if converted or voted as issued.
• Compensation/credit arrangement: the issuance was not a cash payment but compensation and credit support recognition for the CEO’s personal guarantees and extensions of credit, which shareholders should note when assessing executive compensation and company obligations.
• Regulatory/formal notice: the issuance was unregistered and documented via a Certificate of Designation filed with Nevada, and the company disclosed these terms publicly in the Form 8-K.