Trafalgar International, Inc 8-K, filed Oct 14, 2026
Trafalgar International, Inc. (GCAND)
About this 8-K
Trafalgar International, Inc filed this 8-K on October 14, 2026, reporting on events of October 12, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State of Other Jurisdiction | (Commission File | (IRS Employer | ||
| Of Incorporation) | Number) | Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(Former Name or Former Address, if Changed Since Last Report)
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:
| Written communications pursuant to Rule 425 under the Securities Act | |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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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 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 12, 2026, the Board of Directors of Trafalgar International, Inc. (the “Company”) approved the Amended and Restated Articles of Incorporation of the Company (the “Restated Articles”), substantially in the form attached hereto as Exhibit 3.1,. The Restated Articles comprehensively amend and restate the Company’s existing Articles of Incorporation, including modifications to its authorized capital stock and the rights, preferences, privileges and limitations of its Series A Preferred Stock and Series B Preferred Stock. The Restated Articles will become effective upon filing with the Florida Department of State. The foregoing description is qualified in its entirety by reference to the Restated Articles attached as Exhibit 3.1 and incorporated herein by reference.
Copies of the Amended and Restated Articles are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events
On October 12, 2026, the Board of Directors of the Company authorized the preparation and filing of a Preliminary Information Statement on Schedule 14C with the Securities and Exchange Commission (the “SEC”) in connection with the proposed adoption of the Company’s Amended and Restated Articles of Incorporation, as described in Item 5.03 of this Current Report on Form 8-K. The Information Statement will provide notice to the Company’s shareholders of the corporate actions approved by the requisite shareholders through written consent in lieu of a meeting, including the amendment and restatement of the Company’s Articles of Incorporation and the modification of the rights, preferences and privileges of its Series A Preferred Stock and Series B Preferred Stock. The Company intends to file the Preliminary Information Statement with the SEC and distribute a Definitive Information Statement to its shareholders in accordance with Section 14(c) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The Amended and Restated Articles of Incorporation will become effective upon filing with the Florida Department of State.
No shareholder meeting will be held in connection with these actions, and the Company is not soliciting proxies.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 3.1 | Amended and Restated Articles of Incorporation of Trafalgar International, Inc. dated October 12, 2026 | |
| 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.
| Trafalgar International, Inc. | ||
| Date: October 13, 2026 | By: | /s/ Carlos Septién Michel |
| Carlos Septién Michel | ||
| Chief Executive Officer | ||
Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF TRAFALGAR INTERNATIONAL, INC.
Trafalgar International, Inc. (the “Corporation”), a Florida corporation originally incorporated on January 13, 2017 under the name The Greater Cannabis Company, Inc., adopts these Amended and Restated Articles of Incorporation pursuant to Sections 607.1003 and 607.1007 of the Florida Business Corporation Act. These Articles integrate, restate and further amend the Corporation’s Articles of Incorporation, as previously amended, and supersede all prior provisions and designations upon their effectiveness.
These Amended and Restated Articles of Incorporation were duly adopted by the Board of Directors and approved by the shareholders entitled to vote thereon, in accordance with the Florida Business Corporation Act and the Corporation’s Articles of Incorporation as then in effect. The Corporation shall retain the supporting resolutions and written consents in its corporate records. These Articles become effective upon filing with the Florida Department of State, unless a later effective time is specified in the filing.
ARTICLE I. NAME
The name of the Corporation is TRAFALGAR INTERNATIONAL, INC.
ARTICLE II. REGISTERED OFFICE AND AGENT
The street address of the Corporation’s registered office in Florida is 200 South Biscayne Boulevard, 20th Floor, Miami, Florida 33131. The name of the Corporation’s registered agent at that office is Porfirio Sanchez Talavera. The Corporation’s principal executive office is 200 South Biscayne Boulevard, 20th Floor, Miami, Florida 33131. The registered agent and registered office information shall be completed from the Corporation’s effective Florida records before execution and filing.
ARTICLE III. PURPOSE AND DURATION
The Corporation may engage in any lawful business for which a corporation may be organized under the laws of Florida. Its duration shall be perpetual.
ARTICLE IV. CAPITAL STOCK
Section 4.1. Authorized Shares. The aggregate authorized capital consists of 2,000,000,000 shares of Common Stock, par value $0.001 per share, and 20,000,000 shares of Preferred Stock, par value $0.001 per share. Of the Preferred Stock, 10,000,000 shares are designated Series A Preferred Stock and 1,000 shares are designated Series B Preferred Stock. The balance is undesignated Preferred Stock. The number of shares outstanding in any class or series is determined by the Corporation’s stock ledger and is not altered merely by this restatement.
Section 4.2. Common Stock. Each outstanding share of Common Stock carries one vote on each matter submitted to shareholders, subject to law and the voting rights of the Series B Preferred Stock. Common Stock is entitled to dividends when declared and to residual distributions upon liquidation after satisfaction of liabilities and applicable preferences.
Section 4.3. Undesignated Preferred Stock. Subject to the express protections of Series B and applicable law, the Board may establish additional series of undesignated Preferred Stock by duly adopted and filed articles of amendment specifying the rights, preferences, limitations and number of shares of the series. No designation may impair the Series B voting-control rights without the separate approval required by Section 4.5.
Section 4.4. Series A Preferred Stock.
(a) Designation. The Series A Preferred Stock consists of 10,000,000 designated shares, par value $0.001 per share.
(b) Voting. Except for voting rights expressly required by the Florida Business Corporation Act, Series A Preferred Stock shall have no voting rights and shall not vote together with Common Stock. Any previously applicable per-share voting multiplier or special voting formula is eliminated.
(c) Conversion. Series A Preferred Stock is not convertible into Common Stock or any other security under any circumstances. All prior conversion ratios, adjustments, anti-dilution provisions, notices, conversion procedures, and common-share reservation obligations applicable to Series A are eliminated, without any surviving right to shares or consideration based upon such prior conversion terms.
(d) Dividends. Series A holders have no entitlement to dividends, whether cumulative or otherwise, except as may be declared by the Board in its discretion subject to applicable law; no undeclared dividends accrue.
(e) Liquidation. Series A shall have no preferential right to liquidation proceeds and shall not participate in residual distributions, except as otherwise required by law.
(f) Redemption. Series A is not subject to mandatory redemption. The Corporation may redeem or repurchase Series A shares only on terms agreed with the affected holder and permitted by law.
Section 4.5. Series B Preferred Stock.
(a) Designation. The Series B Preferred Stock consists of 1,000 designated shares, par value $0.001 per share. All outstanding Series B shares vote together as a single series. The rights in this Section are personal to the series and are not contingent on the identity of any holder.
(b) Permanent Aggregate Voting Control. On every matter submitted to a vote of shareholders on which Series B is entitled to vote, all outstanding Series B shares collectively shall possess at least fifty-one percent (51%) of the aggregate voting power of the Corporation, measured after giving effect to the Series B votes themselves and calculated on the Fully Diluted Voting Basis defined below. The Series B votes shall be allocated equally per outstanding Series B share, with fractional vote entitlements permitted to the extent legally recognized; any required rounding shall be upward to preserve the minimum percentage.
(c) Fully Diluted Voting Basis. For purposes of Section 4.5(b), “Other Fully Diluted Votes” means the maximum number of votes attributable to all securities other than Series B on an as-issued, as-exercised, as-converted and as-settled basis, including issued Common Stock, other voting Preferred Stock, options, warrants, convertible or exchangeable notes and debt, convertible securities, restricted stock units, equity compensation awards, subscription and purchase rights, commitments and other instruments or agreements that may result in voting equity. These rights are included whether vested, unvested, presently exercisable, contingently exercisable, in or out of the money, or subject to time or performance conditions. To prevent double counting, votes associated with the underlying securities are counted once rather than also counting the derivative instrument. Instruments with variable conversion or exercise terms shall be counted at the maximum number of voting shares contractually issuable; where no finite maximum exists, the Corporation shall calculate the greatest voting power permitted by the instrument at the measurement time and shall not issue an instrument incapable of a determinable maximum without prior Series B approval.
(d) Voting Formula. Let O equal Other Fully Diluted Votes and B equal the aggregate votes assigned to outstanding Series B shares. B shall at all times be no less than (51/49) multiplied by O, rounded upward as necessary to maintain B/(B+O) at or above 51%. The Corporation shall recompute B immediately upon any issuance, grant, amendment, conversion, exercise, redemption, repurchase, cancellation, split, reverse split, recapitalization or other event affecting O, and at each record date and voting determination date. This adjustment changes votes only and does not cause any issuance or conversion of Series B or other stock.
(e) Voting Mechanics. Series B shall vote with Common Stock and all other shares entitled to vote generally as a single voting group, except where separate voting is required by law or these Articles. For actions requiring a separate statutory voting group, the applicable voting-group requirements shall remain operative. The Board and corporate secretary shall maintain records of the fully diluted voting calculation and provide the calculation to the Series B holder on request.
(f) Nonconversion. No Series B share is convertible or exchangeable into Common Stock or any other class of security. All former conversion ratios, conversion-price adjustments, antidilution and share-reservation provisions and conversion mechanics are eliminated. The voting adjustment in this Section does not create a right to receive Common Stock.
(g) Dividends and Liquidation. Series B is nonparticipating and noncumulative as to dividends and has no right to dividends unless declared by the Board. On liquidation, after satisfaction of creditors and any senior preferences validly established with Series B approval, each outstanding Series B share is entitled to a preference of $1.00 before any distribution to Common Stock; Series B shall not otherwise participate in remaining assets.
(h) Redemption. Series B shall not be redeemable or repurchasable by the Corporation without the written consent of the holder of the affected shares. No redemption shall be compulsory.
(i) Protective Consent. So long as any Series B share remains outstanding, the Corporation shall not, without the affirmative written consent or separate class approval of holders of a majority of outstanding Series B shares: (1) amend or repeal this Section or otherwise diminish Series B voting power; (2) create or issue a security having voting rights that purport to override, supersede or impair the 51% Series B entitlement; (3) alter the authorized or outstanding Series B share count, reclassify, subdivide or combine Series B shares, or effect a compulsory redemption; (4) enter a merger, conversion, share exchange, reorganization or similar transaction that would eliminate or impair the Series B voting entitlement; or (5) take any action designed to circumvent these protections, including by amending bylaws, other designations, voting agreements or governing instruments. No approval under this subsection substitutes for another vote or approval required by law.
(j) No Outstanding Shares. If no Series B shares remain outstanding, the automatic voting formula shall not apply; no rights shall be attributed to unissued Series B shares. Any subsequent issuance remains subject to law and the effective charter.
ARTICLE V. BOARD OF DIRECTORS
The number of directors shall be fixed in accordance with the Bylaws. Vacancies may be filled as permitted by the Florida Business Corporation Act and the Bylaws. Directors need not be elected by written ballot unless required by law or the Bylaws.
ARTICLE VI. BYLAWS
The Board may adopt, amend or repeal the Bylaws to the extent permitted by law and subject to the Series B protections in Article IV and any shareholder powers reserved by statute.
ARTICLE VII. DIRECTOR LIABILITY
No director shall be personally liable to the Corporation or its shareholders for monetary damages to the fullest extent permitted by Florida law. No repeal or amendment of this Article shall retroactively diminish any protection for conduct occurring before the amendment.
ARTICLE VIII. SHAREHOLDER MEETINGS AND RECORDS
Meetings of shareholders may be held within or outside Florida as provided in the Bylaws and applicable law. Corporate records may be maintained at locations permitted by law.
ARTICLE IX. AMENDMENT
The Corporation reserves the right to amend these Articles as permitted by the Florida Business Corporation Act; provided, however, that no amendment or other corporate action may impair the rights of Series B without the separate approval required by Section 4.5(i), in addition to any other vote required by law.
EXECUTION
IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be executed by its duly authorized officer as of the date indicated below.
| TRAFALGAR INTERNATIONAL, INC. | ||
| By: | /s/ Carlos Septién Michel | |
| Name: | Carlos Septién Michel, Chief Executive Officer | |