{"url_path":"/sec/gpox/8-k/2026-09-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1673475/0001640334-26-001493-index.html","accession_number":"0001640334-26-001493","cik":"0001673475","ticker":"GPOX","issuer_name":"GPO Plus, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1673475/0001640334-26-001493-index.html","primary_entity_key":"0001673475","primary_entity_name":"GPO Plus, Inc."},"word_count":264,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nOn September 1, 2026, GPO Plus, Inc. (the “Company”) issued Four Million (4,000,000) shares of its Series A-1 Preferred Stock (the “Series A-1 Preferred”) to Brett H. Pojunis, the Company’s Chief Executive Officer and sole director, as consideration for services rendered and to be rendered and credit support provided to the Company - including Mr. Pojunis’s personal guarantees of the Company’s facility leases, vehicle financings, telecommunications accounts and merchant accounts, his extensions of personal credit (credit cards and personal loans) to fund Company obligations, and his regularly deferred compensation - with the shares valued by the board of directors at $160,000 in the aggregate ($0.0400 per common-equivalent share, the closing price of the common stock on August 19, 2026).\n\n \n\nEach share of Series A-1 Preferred entitles the holder to one hundred (100) votes and is convertible, at the holder’s option at any time, into one (1) share of the Company’s common stock on a one-for-one basis (up to 4,000,000 shares of common stock in the aggregate); conversion is not contingent on any listing or other corporate event. The shares were issued in a transaction not involving any public offering in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). No underwriters were involved, no sales commissions were paid, and the securities were issued to a single recipient who is an executive officer and director of the Company and who had access to all material information regarding the Company. The book-entry position bears a restrictive legend."}