10/15/2025 | Press release | Distributed by Public on 10/15/2025 05:01
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated into this item by reference.
Item 8.01 Other Matters.
Reverse Stock Split
We are implementing a 1-for-1,500 Reverse Split of the Company's common stock (the "Reverse Split") effective as of the close of business on October 15, 2025. As a result, every 1,500 pre-Reverse Split shares of common stock outstanding will automatically combine into one new share of post-Reverse Split common stock without any action on the part of the holders.
The Company's common stock will begin trading on a post-Reverse Split basis at the opening of trading on Thursday, October 16, 2025. In connection therewith, the Company's ticker symbol will be GCAND for twenty (20) trading days to designate that it is trading on a post-Reverse Split basis. In addition, our post-Reverse Split common stock will trade under the new CUSIP Number 391657202.
Following the Reverse Split, the number of shares of the Company's issued and outstanding common stock will have been reduced from 1,349,888,436 to approximately 900,256. The Reverse Split will also apply to shares of common stock issuable upon the conversion of outstanding convertible debt, warrants and stock options. No fractional shares of common stock will be issued as a result of the reverse stock split. Instead, the Company will issue one whole share of the post-reverse stock split common stock to any stockholder who otherwise would have received a fractional share as a result of the reverse stock split. The number of authorized common stock shall remain unaffected and the par value shall remain at $0.001 per share.
There is not a requirement that stockholders obtain new or replacement share certificates. Each of the holders of record of shares of the Company's common stock that is outstanding on the effective date of the reverse stock split may contact the Company's transfer agent to exchange the certificates for new certificates representing the number of whole shares of post-reverse stock split common stock into which the existing shares of common stock have been converted as a result of the reverse stock split.
Upon the completion of the reverse stock split, the Company will have additional shares of common stock available for issuance. Although the Company may use the additional authorized shares of common stock in the future to raise additional capital, it has no specific plans, arrangements, or understandings to do so beyond making shares available for issuance pursuant to the conversion of outstanding convertible debt and the exercise of outstanding options and warrants, if applicable.
In connection with the reverse stock split, we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of Florida, a copy of which is included as Exhibit 3.1 to this Report.
The Company expects that shareholders holding GCAN shares at registered brokerage firms or at the transfer agent will have the Reverse Split transaction processed automatically in their accounts over the next few days. Shareholders holding physical stock certificates may request new certificates evidencing their post-Reverse Split shares by contacting the Company's transfer agent, ClearTust, LLC, 16540 Pointe Village Dr, Suite 210, Lutz, Florida 33558, cleartrustonline.comor (813) 235-4490.