GPOX 8-K
GPO Plus, Inc. (GPOX)
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
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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:
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None | N/A | N/A |
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 growth company
If an emerging growth company, indicate by checkmark 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 7.01. Regulation FD Disclosure
On June 23, 2026, GPO Plus, Inc. (the “Company”) made available an updated Retail Investor Memorandum dated June 23, 2026, denoted as June 2026, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Also on June 23, 2026, the Company issued a press release announcing the publication of the Retail Investor Memorandum, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The Retail Investor Memorandum and press release are being furnished pursuant to Item 7.01 of Form 8-K and are intended to satisfy the public disclosure requirements of Regulation FD. The Investor Memorandum is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company.
The information contained in this Item 7.01, including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
By furnishing the information contained in this Item 7.01, including Exhibits 99.1 and 99.2, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K or the exhibits hereto.
ITEM 9.01. Financial Statements and Exhibits
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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.
| GPO Plus, Inc. | |||
| Date: June 23, 2026 | By: | /s/ Brett H. Pojunis | |
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| Brett H. Pojunis, Chairman and Chief Executive Officer | |
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EXHIBIT 99.1
EXHIBIT 99.2
Aggregate, Negotiate + Share! Stock Ticker: GPOX
For Immediate Release:
GPOPlus+ (OTCQB: GPOX) Releases Retail Investor Memo
Highlighting Proven DSD Model, 6x Revenue Growth, and Scalable
Path in $50B Underserved Market
New Retail Investor Edition provides a clear, plain-language overview of a model built for an underserved $50B+ segment and reflects a more direct approach to investor communication.
Las Vegas, Nevada (June 23, 2026) GPO Plus, Inc. (OTCQB: GPOX), an AI-powered distributor modernizing the Direct Store Delivery (DSD) model serving gas stations, convenience stores, and specialty retailers, today published its new Retail Investor Memo (the “Memo”). The Memo is being furnished as an exhibit to the Company's Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure). It is being provided for public informational purposes only and is not an offering document or a solicitation to buy or sell securities.
Visit the Retail Investor Memo microsite at gpoplus.com/memo, where investors can access an overview of the Memo and related materials. The full Memo is available directly at gpoplus.com/rmemo. Investors are encouraged to review it together with the Company's SEC filings, available on EDGAR at www.sec.gov.
The convenience channel is one of the largest and most durable formats in U.S. retail. Yet a meaningful, fragmented segment of it has long been underserved by the large national distributors optimized for high-volume, low-touch products. GPOX built its model specifically for that segment, solving major pain points for our retail partners.
Over the past three years, the Company has transformed and evolved reconstructed the business it acquired in 2022 store by store and route by route: renegotiating vendors, rebuilding product mix, tightening compliance, developing proprietary technology, and turning a subscale footprint into what the Company now considers a proven, repeatable operating model, reflected in approximately 6x revenue growth on an annualized run rate basis and meaningful gross margin expansion over the period. The Memo lays out that journey in full, including the setbacks and the lessons behind it.
The Retail Investor Memo is written for retail investors, prospective shareholders, and anyone seeking to understand the Company's strategy in plain language. It covers the market opportunity, the weekly DSD operating model, unit economics, the PRISM+ technology platform and GPOXLabs innovation function, the competitive position, financial performance, growth strategy, leadership, and a candid discussion of the risks. Management believes it is the single clearest articulation of what GPOX has built and where it intends to take the business.
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| GPO Plus, Inc. 3571 E. Sunset Road, Suite 300 | Las Vegas, NV 89120 www.GPOPlus.com | 702.840.1020 | [email protected] |
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Aggregate, Negotiate + Share! Stock Ticker: GPOX
“We made a deliberate decision to communicate with the investment community after the model was proven, not before,” said Brett H. Pojunis, Chairman and Chief Executive Officer of GPOX. "This Memo lays out what we’ve built, where we’re going, and the risks along the way, so investors can evaluate it directly."
The Company expects future investor communications to focus on key operating metrics, including store count growth, revenue per store, margin expansion, and continued development of its PRISM+ platform. The Company believes its recent revenue growth and margin expansion support the scalability of its model as it expands store count and distribution reach.
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Two Versions, Two Audiences
GPOX has now published two versions of its investor materials:
● A 77-page institutional-grade memorandum designed for analysts and professional investors
● A streamlined Retail Investor Memo designed for clarity, accessibility, and broader shareholder engagement
Both versions are available at: gpoplus.com/investor-memo
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A New Approach to Investor Outreach
As part of a broader investor communication strategy, GPOX is expanding its use of short-form video to explain its business model, financial performance, and growth strategy in a more accessible format.
Featured Social Channel: TikTok
GPOX has optimized its TikTok presence to improve accessibility while reaching a new generation of retail investors. The Company will continue publishing consistent, platform-specific content designed to enhance transparency and engagement. Please follow us on TikTok:
● https://www.tiktok.com/@gpoplus
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Connect with us on social media to view live video updates, content, and general information about GPOX: https://gpoplus.com/social.
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About GPOPlus+ (GPOX)
GPOX is an AI-powered distribution company focused on modernizing Direct Store Delivery (DSD) for gas stations, convenience stores, and specialty retail. The Company operates a technology-enabled network of Regional Hubs and Mini Hubs designed to efficiently serve a fragmented and historically underserved segment of the market.
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| GPO Plus, Inc. 3571 E. Sunset Road, Suite 300 | Las Vegas, NV 89120 www.GPOPlus.com | 702.840.1020 | [email protected] |
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Aggregate, Negotiate + Share! Stock Ticker: GPOX
Its in‑house proprietary platform, PRISM+, supports routing, inventory management, and data analytics, helping improve operational efficiency and decision-making across the network.
The Company’s long-term objective is to build a leading nationwide DSD platform by consolidating a highly fragmented market and aligning product selection with consumer demand.
For more information, please visit www.GPOPlus.com.
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Information about Forward-Looking Statements
This press release contains "forward-looking statements." Forward-looking statements include, without limitation, statements regarding the Company's operating model, growth strategy, projected revenue, revenue per store, gross margin, store-count targets, the timing of expected milestones, the performance and commercialization of PRISM+ and other technology developed by GPOX Labs, the Company's competitive position, and any statement that does not relate solely to historical or current fact. Words such as "may," "will," "should," "could," "would," "expects," "plans," "anticipates," "believes," "estimates," "projects," "intends," "targets," "potential," "path to," "run rate," and similar expressions are intended to identify forward-looking statements, but their absence does not mean a statement is not forward-looking.
The safe harbor provisions for forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are not available to the Company because the Company is an issuer of penny stock as that term is defined in Rule 3a51-1 under the Exchange Act. Investors should not place undue reliance on any forward-looking statement.
Specific factors that could cause actual results to differ materially from any forward-looking statement include, without limitation: the going concern qualification in the Company's most recent audited financial statements and the substantial doubt about the Company's ability to continue as a going concern; the Company's recurring net losses, working capital deficit, and cumulative deficit; the Company's limited cash on hand; significant customer concentration, including reliance on one customer for a substantial majority of revenue; the Company's need for substantial additional capital, the absence of any committed source of such capital, and the likelihood that any future capital raise will be dilutive to existing shareholders; execution risk in scaling store count, per-store revenue, and operating leverage; competitive dynamics in the DSD and convenience distribution industry, including from larger and better-capitalized competitors; regulatory changes affecting specialty product categories; the availability of qualified drivers, warehouse personnel, and key personnel; the development, deployment, and commercialization of PRISM+ and other technology, including the risk that platforms in internal alpha or beta deployment do not perform as expected when scaled; the concentration of voting control in the holder of the Company's Series A Preferred Stock; integration risks associated with any acquisition; the Company's status as a penny stock issuer and OTCQB-listed company, including limited liquidity, limited analyst coverage, and price volatility; general economic, financial market, and geopolitical conditions; and the additional risk factors disclosed in the Company's filings with the Securities and Exchange Commission.
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| GPO Plus, Inc. 3571 E. Sunset Road, Suite 300 | Las Vegas, NV 89120 www.GPOPlus.com | 702.840.1020 | [email protected] |
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Aggregate, Negotiate + Share! Stock Ticker: GPOX
Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Company Contacts:
GPOX Shareholder Success Team:
Brett H. Pojunis, CEO
Email: [email protected]
Shareholder’s Line: 855.935.GPOX (4769)
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| GPO Plus, Inc. 3571 E. Sunset Road, Suite 300 | Las Vegas, NV 89120 www.GPOPlus.com | 702.840.1020 | [email protected] |
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