{"url_path":"/sec/gpox/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1673475/0001640334-26-001304-index.html","accession_number":"0001640334-26-001304","cik":"0001673475","ticker":"GPOX","issuer_name":"GPO Plus, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1673475/0001640334-26-001304-index.html","primary_entity_key":"0001673475","primary_entity_name":"GPO Plus, Inc."},"word_count":853,"has_tables":true,"body_markdown":"**ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**\n\n** **\n\n**Market Information**\n\n \n\nThere is a limited public market for our common shares. Our common shares have been listed for quotation on the OTCQB under the trading symbol “GPOX” since March 2021. Trading in stocks quoted on the OTC Markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. OTC securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Market issuers are traditionally smaller companies that are financially distressed, in bankruptcy, or do not meet the financial and other listing requirements of a regional or national stock exchange.\n\n \n\n**Holders**\n\n \n\nAs of July 13, 2026, we had 151 shareholders of record of our common stock with 94,297,126 shares of common stock issued and outstanding.\n\n \n\n**Dividends**\n\n \n\nWe have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.\n\n \n\n**Equity Compensation Plans**\n\n \n\nOn March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2023 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.\n\n \n\n \n\n9\n\n*Table of Contents*\n\n \n\nThe following table provides information regarding our equity compensation plans as of April 30, 2026:\n\n \n\n*Equity Compensation Plan Information*\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Number of**\n\n \n\n \n\n \n\n \n\n**Number of**\n\n \n\n \n\n \n\n**securities to**\n\n \n\n \n\n**Weighted-**\n\n \n\n \n\n**securities**\n\n \n\n \n\n \n\n**be issued**\n\n \n\n \n\n**average**\n\n \n\n \n\n**remaining**\n\n \n\n \n\n \n\n**upon exercise**\n\n \n\n \n\n**exercise price**\n\n \n\n \n\n**available**\n\n \n\n \n\n \n\n**of outstanding**\n\n \n\n \n\n**of outstanding**\n\n \n\n \n\n**for future issuance**\n\n \n\n \n\n \n\n**options,**\n\n \n\n \n\n**options,**\n\n \n\n \n\n**under equity**\n\n \n\n \n\n \n\n**warrants and**\n\n \n\n \n\n**warrants and**\n\n \n\n \n\n**compensation**\n\n \n\n**Plan category**\n\n \n\nrights\n\n \n\n \n\n**rights**\n\n \n\n \n\n**plans**\n\n \n\nEquity compensation plans approved by security holders\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n1,867,122\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n-\n \n\n \n\n \nN/A\n \n\n \n\ncommon shares\n\n \n\n \n\n**Recent Sales of Unregistered Securities**\n\n \n\nDuring the three months ended April 30, 2026, the Company issued 303,000 shares of common stock as loan inducements for promissory notes.\n\n \n\nDuring the three months ended April 30, 2026, the Company issued 410,750 shares of common stock for term extension of promissory notes.,\n\n \n\nDuring the three months ended April 30, 2026, the Company issued 2,059,802 of common stock for the repayment of aggregate principal amount of promissory notes at $76,314 and accrued interest of $56,710.\n\n \n\nDuring the three months ended April 30, 2026, the Company issued 1,473,871 shares of common stock to non-affiliated consultants at $115,692 for services.\n\n \n\nDuring the three months ended April 30, 2026, the Company issued 25,000 shares of common stock to the CEO and CFO of the Company at $1,851 for services.\n\n \n\nOn May 8, 2026, the Company issued 300,000 shares of common stock as loan inducements for promissory note\n\n \n\nOn May 19, 2026, the Company issued 393,081 shares of common stock for repayment of a promissory note.\n\n \n\nOn May 20, 2026, the Company issued 380,317 shares of common stock for repayment of a promissory note.\n\n \n\nOn May 27, 2026, the Company issued 566,509 shares of common stock for repayment of a promissory note.\n\n \n\nOn June 10, 2026, the Company issued 781,250 shares of common stock for repayment of a promissory note.\n\n \n\nOn July 6, 2026, the Company issued 200,000 shares of common stock as loan inducements for promissory note\n\n \n\nOn June 25, 2026, the Company issued 371,333 shares of common stock for repayment of a promissory note.\n\n \n\nOn July 14, 2026, the Company issued 763,807 shares of common stock for repayment of a promissory note.\n\n \n\nOn July 21, 2026, the Company issued 518,737 shares of common stock for repayment of a promissory note.\n\n \n\nOn July 28, 2026, the Company issued 756,543 shares of common stock for repayment of a promissory note.\n\n \n\nOn July 30, 2026, the Company issued 437,062 shares of common stock for repayment of a promissory note.\n\n \n\n**Issuer Purchases of Equity Securities**\n\n** **\n\nThere were no repurchases of common stock for the year ended April 30, 2026, or subsequently through the date of this report.\n\n \n\n \n\n10\n\n*Table of Contents*"}