Groove Botanicals Locks In Rodriguez Control, Authorizes $15M Discounted-Convert Series C
GRVE has more than doubled off its 52-week low of $0.001.
Summary
Groove Botanicals' 51% holder approved, by written consent, an amendment blocking any redemption of his Series A preferred and the creation of up to $15M of Series C preferred convertible at a 25% discount. No Series C shares have been sold and the company lacks authorized shares to cover full conversion.
Key Events · Corporate Governance and Compliance · GRVE
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Series A Made Irredeemable Without Consent
New Article VII bars the company from calling, redeeming, repurchasing or compelling conversion of any Series A preferred share without the holder's prior written consent. Kent Rodriguez owns all 100 Series A shares, convertible into 62,077,473 common shares, or ~51% of total voting power.
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Up to $15M Series C Preferred Authorized
15,000 shares at $1,000 stated value, 7% non-cumulative dividends, 10-year term, no voting rights, junior to Series A and B. Holders and the company can each convert at a 25% discount to a 10-day trailing average closing price.
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No Authorized Shares to Cover Conversion
The filing states the company has insufficient authorized but unissued and unreserved common shares, after reserving for Series A conversion, to issue all shares issuable on Series C conversion; conversion is suspended until shares exist, and any increase needs another stockholder action and information statement.
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No Buyer Committed; Cash Still Absent
The company has no commitments from any investor to purchase Series C shares and expects to use any proceeds for working capital. As of June 30, 2026 it had $2,525 in total assets, a $1,544,037 working capital deficit and $904,140 owed to Rodriguez.
Analysis · GRVE · Energy & Transportation
A shell-stage company with $1,494 of cash, no revenue and a going-concern warning just handed its sole officer/director two new tools. The Series A amendment makes his 51% voting bloc impossible to redeem away without his consent, effectively blocking any change of control other shareholders might want. Meanwhile, the Series C authorization creates up to $15M of preferred that converts at a 25% discount to a 10-day trailing average — a structure whose share count balloons as the stock falls, and the company admits it does not currently have enough authorized shares to honor full conversion. No investor has committed to buy any of it, so this is permission, not cash: the company still has no funding and no revenue.
How filings like this one have moved
In the 30 days to Oct 20, 2026, 37.4% of the 952 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, GRVE was trading at $0.01 on OTC in the Energy & Transportation sector, with a market capitalization of approximately $298.2K. The 52-week trading range was $0.00 to $0.30. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.