WNLV 8-K/A
Winvest Group Ltd (WNLV)
8-K/A
2024-06-12
For: 2024-02-23
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: February 23, 2024
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State of Incorporation) | Commission File Number | (IRS EIN) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name, 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 (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
OTC Markets: PINK |
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 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 3.02 Unregistered Sales of Equity Securities
On
June
6
, 2024, we rescind and cancel 550,000,000 shares of common stock and return 11,000,000 shares of Series A Preferred Stock held by our directors to authorized. We relied on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933.Item 8.01 Other Events
On February 27, 2024, we issued additional 9,200,000 shares of common stock in exchange of 9,200,000 shares of Series A Preferred Stock held by Infinity Fund Australia Pty Ltd. These shares were issued pursuant to options exercised under the terms described in the Securities Exchange Agreement reported on September 28, 2023.
These two transactions result in a reduction of the number of our common shares outstanding to 85,159,075 shares from 635,159,075 shares, an increase in the number of our Series A Preferred Stock to 226,688,680 shares from 215,688,680 shares.
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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.
Winvest Group Ltd. | ||
| Dated: June 2 , | By: | /s/ Jeffrey Wong |
Jeffrey Wong, CEO | ||
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