{"url_path":"/sec/groo/8-k/2026-05-13/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 ****AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1499275/0001499275-26-000007-index.html","accession_number":"0001499275-26-000007","cik":"0001499275","ticker":"GROO","issuer_name":"GROOVY COMPANY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1499275/0001499275-26-000007-index.html","primary_entity_key":"0001499275","primary_entity_name":"GROOVY COMPANY, INC."},"word_count":379,"has_tables":true,"body_markdown":"**ITEM 5.03****AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.** \n\n \n\n**(a)****Amendments to Articles of Incorporation - Reduction of Authorized Common Stock and Restructuring of Authorized Preferred Stock.** \n\n \n\nOn April 14, 2026, Articles of Amendment to the Articles of Incorporation of the Company (the “Articles of Amendment”) became effective upon acceptance for filing by the Secretary of State of the State of Wyoming. The Articles of Amendment effected the following changes to the authorized capital stock of the Company:\n\n \n\n(1)Reduction of Authorized Common Stock. The total number of shares of common stock of the Company authorized for issuance was reduced from twenty billion (20,000,000,000) shares to one hundred million (100,000,000) shares, in each case at the same par value per share as in effect immediately prior to the Amendment. \n\n \n\n(2)Restructuring of Authorized Preferred Stock. The authorized preferred stock of the Company was restructured to comprise an aggregate of one billion seven hundred million (1,700,000,000) shares, divided into three series and designated as follows: \n\n \n\n(A)one billion (1,000,000,000) shares designated as “Preferred Stock, Series S”; \n\n(B)five hundred million (500,000,000) shares designated as “Preferred Stock, Series A”; and \n\n(C)two hundred million (200,000,000) shares designated as “Preferred Stock, Series B.” \n\n \n\nThe total authorized capital stock of the Company immediately following the effectiveness of the Articles of Amendment consists of 100,000,000 shares of common stock and 1,700,000,000 shares of preferred stock (allocated among Preferred Stock, Series S; Preferred Stock, Series A; and Preferred Stock, Series B as set forth above), for a total of 1,800,000,000 authorized shares.\n\n \n\nA copy of the Articles of Amendment, as accepted for filing by the Secretary of State of the State of Wyoming, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.\n\n \n\n**Late Filing of Item 5.03 Disclosure.**\n\n \n\nTo the extent the effective date of the Articles of Amendment described above preceded this Current Report on Form 8-K by more than four business days, the Company acknowledges that the disclosure required by Item 5.03 of Form 8-K with respect to the Articles of Amendment should have been made within four business days of such effective date in accordance with General Instruction B.1 of Form 8-K, and the filing of this disclosure is delinquent in that respect."}