Trafalgar International Adopts Restated Charter Granting Series B Permanent 51% Voting Control

summarizeSummary

Trafalgar International restated its charter to give Series B preferred shares permanent 51% voting control and strip Series A of all conversion and voting rights, entrenching the controlling shareholder's grip on the company.

check_boxKey Events · Corporate Governance and Compliance · GCAN

• Series B Granted Permanent 51% Voting Control

  The 1,000 outstanding Series B preferred shares now collectively hold at least 51% of aggregate voting power on all matters, with votes automatically recalculated upward whenever new dilutive securities are issued.

• Series A Conversion Rights Eliminated

  All prior conversion ratios, anti-dilution provisions, and common-share reservation obligations for Series A preferred stock are eliminated, removing a potential source of future common share issuance.

• Authorized Capital Set at 2B Common / 20M Preferred

  The restated charter authorizes 2,000,000,000 common shares and 20,000,000 preferred shares, with 10,000,000 designated Series A and 1,000 designated Series B.

• Series B Protective Consent Rights

  Series B holders must approve any amendment to their voting power, any issuance of securities that could override the 51% entitlement, any merger or reorganization impairing their rights, and any change to the Series B share count.

auto_awesomeAnalysis · GCAN · Life Sciences

The board approved a full restatement of the Articles of Incorporation that gives the 1,000 outstanding Series B preferred shares a permanent, formula-driven 51% of aggregate voting power on every shareholder vote. The formula automatically adjusts Series B votes upward whenever new shares, options, warrants, or convertibles are issued, so the controlling holder can never be diluted below majority control. At the same time, Series A preferred stock loses all conversion rights, voting multipliers, and liquidation preferences — effectively neutralizing a class that previously carried economic upside. This is a governance restructuring that locks in control for the Trafalgar-affiliated Series B holder and eliminates a potential overhang from Series A conversion. The company had only $111 in cash and a going-concern warning as of its last 10-Q, so this charter change is the controlling shareholder consolidating structural power during a period of financial distress.