8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 333-202970

Date of Report (Date of earliest event reported): November 18, 2019

Vitalibis, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	30-0828224
(State of incorporation)	(IRS Employer ID Number)

3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169

Address of Principal Executive Office

(Previous Address of principal executive offices)

702-944-9620

Registrant’s telephone number, including area code

________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

At a Special Meeting of the Board of Directors of Vitalibis, Inc., a Nevada corporation, held on November 18, 2019, the Board adopted the following Resolutions:

1) Designated 1,000,000 shares of its 5,000,000 shares of its authorized Preferred Stock as “Series A Preferred Stock”. Each one (1) share of Series A Preferred Stock will have voting rights equal to 250 votes and is fully entitled to vote generally with the shares of common stock on all matters. The total aggregate number of votes represented by the 1,000,000 shares of Series A Preferred Stock is 250,000,000 votes.

2) Authorizing the 1,000,000 shares of Series A Preferred Stock to be issued to current management to further its unique and proprietary business, business model and business plan, all of which current management created and developed. The 1,000,000 shares shall be issued, as follows: 500,000 shares of Series A Preferred Stock to Steven Raack, and 500,000 shares of Series A Preferred Stock to Thomas Raack.

At a Special Meeting of the Board of Directors of Vitalibis, Inc., a Nevada corporation, held on November 22, 2019, the Board adopted the following Resolutions:

1) Authorizing the Company to present to shareholders for approval of an amendment to the Company’s Articles of Incorporation to effect the change of the Company’s Authorized Shares pursuant to applicable Nevada state laws, rules and regulations, as well as the Company’s Bylaws;   The majority of the shareholders unanimously approved increasing the authorized shares from 112,500,000 to 195,000,000 authorized shares of Common Stock.

The shareholders hereby approve all of the resolutions and actions of the Board heretofore adopted and taken as acts of the Company related to the above resolutions and hereby is authorized, empowered and directed, for and on behalf of the Company, to execute and file with the Nevada Secretary of State the Amendment;

Item 9.01 Financial Statements and Exhibits

3.1	Certificate of Amendment
3.2	Certificate of Designation

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 29, 2019

VITALIBIS, Inc.

By: /s/ Steve Raack                             

Steve Raack

President and Chief Executive Officer

EX-3.1

Exhibit 3.1

Filed in the Office of Secretary of State State Of Nevada Business Number E0196852014 - 6 Filing Number 20190306176 Filed On 11/25/2019 8:00:00 AM Number of Pages 4

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• BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvaos . gov c 6 ( Profit Corporation: Certificate of Amendment (PuRsuANT To NRs 18.380 & 18.385110.3901 Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANT To NRs 18 . 403) Officer's Statement (PURSUANT To NRs 80.03m 4. Effective Date and Time: (Optional) Date : - , · _ · , _ ,. , . . . . l T im e : f - · - - - - ··· - ! ' - · - .., - s· - - - - - ·.... . J . l - · - - · - - -- - · - - · - - · J (must not be later than 90 days after the certificate Is filed) 5. Information Being Changed: (Domestic orporations only) - · - Changes to takes the following effect: [ ] The entity name has been amended. 0 The registered agent has been chang d. (attach Certificate of Acceptance from new registered agent) C l The purpose of the entity has been am ended . !XJ The authorized shares have been amended. 0 The directors, managers or general partners have been amended. 0 IRS tax language has been added . [J Articles have been added. L J Articles have been deleted. [ l Other. - 1 - · _ : · · A ! - 1 e · · - , - . : - · r l f - ; 0 1 - : - : : : - : . . - · · · · - - - - - ---- · -- r - The articles have been amended as follows : (provide article numbers, if available) (attach additional page(s) If necessary) . Signature: Required) x qp - + - . - K _ [ CEO _ __ _ _ _ _ _ _ __ ] Signature 'of Officer or Authorized Signer Title x _ l _ _ _ _ =_J Signature of Officer or Authorized Signer Title •it any proposed amendment would alter or change any preference or any relatlve or other right given to any class or series of outstanding shares , then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each dass or series artected by the amendment regardless to limitations or restrictions on the voting power there of . Please Include any required or optional Information In space below: (attach additional page(s) If necessary) This form must be accompanied by appropriate fees. Paga 2 of 2 Revised : 1/11.1019

ARTICLE IX a. The Corporation shall be authorized to issue the following shares: Number of Shares Par Value Common Preferred 195,000,000 5 , 000,000 $ 0.001 $ 0.001 b. The designation and the powers, preferences and rights and the qualifications and restrictions thereof are as follows: I. The preferred shares shall be issued from time to time, in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issue of such shares from time to time adopted by the Board of Directors ; and in such resolution or resolutions providing for the issue of shares of each particular series, the Board of Directors is expressly authorized to fix the annual rate or rates of dividends for the particular series ; the dividend payments dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative ; the redemption price or prices for the particular series ; the voting power for the particular series ; the rights if any, of holders of the shares of the particular series to convert the shares into shares of any other series, or class, or other securities of the Corporation, with any provisions for the subsequent adjustment of such conversion rights ; and to classify or reclassify any unissued preferred shares by fixing or altering from time to time any of the foregoing rights, privileges and qualifications . 2. All the preferred shares of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative ; and all preferred shares shall be of equal rank, regardless of series, and shall be identical in all respects, except as to the particulars fixed by the Board as hereinabove provided or as fixed herein . c . No holder of any of the shares of any class of the Corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the Corporation, which the Corporation proposes to issue, or any rights or options which the Corporation proposes to grant for the purchase of shares of any class of the Corporation or for the purchase of any shares, bonds, securities, or obligations of the Corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire shares of any class of the Corporation ; and any and all of such shares, bonds, securities, and obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such person, firms, corporations, and

associations and for such lawful consideration and on such terms as the Board of Directors in its discretion may determine, without first offering the same or any thereof, to any said holder . d. The capital stock of this Corporation shall be non - assessable and shall not be subject to assessment to pay the debts of the Corporation . All shares are issued without cumulative voting rights and without any preemptive rights . e. DESIGNATION OF TERMS OF SERIES A PREFERRED STOCK One Million ( 1 , 000 , 000 ) shares of the Five Million ( 5 , 000 , 000 ) authorized and unissued shares of Preferred Stock of the Corporation are hereby designated "Series A Preferred Stock" , with the following rights, preferences, powers, privileges, restrictions, qualifications, and limitations : 1. Fractional Shares : Series A Preferred Stock may not be issued in fractional shares. 2. Dividends : Series A Preferred Stock shall not be entitled to any dividends . 3 . Liquidation. Dissolution, or Winding Up : No Series A Preferred Stock shall be entitled to any payments. 4. Voting : Each share of Series A Preferred Stock has super - majority voting rights of 250 votes per share and votes generally with the shares of Common Stock on any and all matters voted on by the holders of Common Stock . The total aggregate number of votes for the 1 , 000 , 000 shares of Series A Preferred Stock is 250 , 000 , 000 . 5. Conversion: Shares of Series A Preferred Stock shall not be convertible at any time. 6. Waiver : Any of the rights, powers, or preferences of the holders of Series A Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of 100 % of the shares of Series A Preferred Stock then outstanding .

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ARTICLE IX

a. The Corporation shall be authorized to issue the following shares:

Class	Number of Shares	Par Value
Common	195,000,000	$0.001
Preferred	5,000,000	$0.001

b. The designation and the powers, preferences and rights and the qualifications and restrictions thereof are as follows:

1. The preferred shares shall be issued from time to time, in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issue of such shares from time to time adopted by the Board of Directors; and in such resolution or resolutions providing for the issue of shares of each particular series, the Board of Directors is expressly authorized to fix the annual rate or rates of dividends for the particular series; the dividend payments dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative; the redemption price or prices for the particular series; the voting power for the particular series; the rights if any, of holders of the shares of the particular series to convert the shares into shares of any other series, or class, or other securities of the Corporation, with any provisions for the subsequent adjustment of such conversion rights; and to classify or reclassify any unissued preferred shares by fixing or altering from time to time any of the foregoing rights, privileges and qualifications.

2. All the preferred shares of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all preferred shares shall be of equal rank, regardless of series, and shall be identical in all respects, except as to the particulars fixed by the Board as hereinabove provided or as fixed herein.

c. No holder of any of the shares of any class of the Corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the Corporation, which the Corporation proposes to issue, or any rights or options which the Corporation proposes to grant for the purchase of shares of any class of the Corporation or for the purchase of any shares, bonds, securities, or obligations of the Corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire shares of any class of the Corporation; and any and all of such shares, bonds, securities, and obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such person, firms, corporations, and associations and for such lawful consideration and on such terms as the Board of Directors in its discretion may determine, without first offering the same or any thereof, to any said holder.

d. The capital stock of this Corporation shall be non-assessable and shall not be subject to assessment to pay the debts of the Corporation. All shares are issued without cumulative voting rights and without any preemptive rights.

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e. DESIGNATION OF TERMS OF SERIES A PREFERRED STOCK

One Million (1,000,000) shares of the Five Million (5,000,000) authorized and unissued shares of Preferred Stock of the Corporation are hereby designated "Series A Preferred Stock", with the following rights, preferences, powers, privileges, restrictions, qualifications, and limitations:

1. Fractional Shares: Series A Preferred Stock may not be issued in fractional shares.

2. Dividends: Series A Preferred Stock shall not be entitled to any dividends.

3. Liquidation. Dissolution, or Winding Up: No Series A Preferred Stock shall be entitled to any payments.

4. Voting: Each share of Series A Preferred Stock has super-majority voting rights of 250 votes per share and votes generally with the shares of Common Stock on any and all matters voted on by the holders of Common Stock. The total aggregate number of votes for the 1,000,000 shares of Series A Preferred Stock is 250,000,000.

5. Conversion: Shares of Series A Preferred Stock shall not be convertible at any time.

6. Waiver: Any of the rights, powers, or preferences of the holders of Series A Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of 100% of the shares of Series A Preferred Stock then outstanding.

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EX-3.2

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Websire: www.nvsos.gov 

	Filed in the office of	Document Number E0196852014-6
Articles of Designation	/s/ Barbara K. Cegavske	Filing Date and Time
(PURSUANT TO NRS 78.1955)	Barbara K. Cegavske	11/21/2019  13:02:10 PM
	Secretary of State	Entity Number
	State of Nevada	20190300216

1. Name of Corporation:

VITALIBIS, INC.

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.

SERIES A PREFERRED STOCK;

Please see Attachment “A” hereto, which is incorporated herein by reference

3. Effective date of filing: (optional)
	(must not be later than 90 days after the certificate is filed)

4. Signature: (required)

/s/ Steve Raack

Signature of Officer

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ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

VITALIBIS, INC.

DESIGNATING

SERIES A PREFERRED STOCK

PURSUANT TO

NEVADA REVISED STATUTES CHAPTER 78: PRIVATE CORPORATIONS

VITALIBIS, INC. a corporation organized and existing under laws of the State of Nevada (hereinafter called the “Corporation”), in accordance with the provisions of NRS 78.1955 thereof,

DOES HEREBY CERTIFY:

FIRST: These articles of Amendment were adopted by the Board of Directors on November 19, 2019, in the manner prescribed by NRS Chapter 78. Shareholder action was not required.

SECOND: That pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Articles of Incorporation, as amended, of the Corporation (the “Articles of Incorporation”), the Board of Directors adopted the following resolution on November 19, 2019, designating 1,000,000 shares of the Company’s authorized preferred stock as “Series A Preferred Stock”:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Articles of Incorporation, a series of Preferred Stock, having a par value of $0.001 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof, and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series, and the qualifications, limitations and restrictions thereof, are as follows:

TERMS OF

SERIES A PREFERRED STOCK

One million (1,000,000) shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series A Preferred Stock” with the following rights, preferences, powers, privileges, restrictions, qualifications, and limitations.

1. Fractional Shares.

Series A Preferred Stock may not be issued in fractional shares.

2. Dividends.

Series A Preferred Stock shall not be entitled to any dividends.

3. Liquidation, Dissolution, or Winding Up.

(a) Payments to Holders of Series A Preferred Stock. Series A Preferred Stock shall not be entitled to any payments.

4. Voting.

The shares of Series A Preferred Stock shall vote on any and all matters voted on by the holders of Common Stock and each share of Series A Preferred Stock shall be entitled to 250 votes for each one (1) share of Series A Preferred Stock.

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5. Conversion.

Shares of Series A Preferred Stock shall not be convertible at any time.

6. Waiver.

Any of the rights, powers, or preferences of the holders of Series A Preferred Stock set forth herein may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.

RESOLVED, FURTHER, that any executive officer of the Corporation be and they hereby is authorized and directed to prepare and file a Certificate of Designation in accordance with the foregoing resolution and the provisions of Nevada law.

IN WITNESS WHEREOF, the duly authorized undersigned has executed these Articles of Amendment this 20th day of November, 2019

/s/ Steven Raack                 

Name: Steven Raack

Title: Chief Executive Officer

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