Item 8.01 Other Events.
At a Special Meeting of the Board of Directors of Vitalibis,
Inc., a Nevada corporation, held on May 29, 2020, the Board adopted the following Resolution:
After due consideration, the Board of Directors unanimously
approved a resolution authorizing the Company to present to shareholders for approval the Board’s recommendation to amend
the Company’s Articles of Incorporation to effect an increase of the Company’s Authorized Shares of Common Stock,
par value $.001, pursuant to applicable Nevada state laws, rules and regulations, as well as the Company’s Bylaws.
Based on a resolution and recommendation from the Board of Directors,
on May 29, 2020, the shareholders holding the majority voting power and control (86%) of the total shares eligible to vote (“Controlling
Shareholders”), by consent resolution, and pursuant to Section 2.17 of Article II of the Bylaws, and Nevada Revised Statutes
(NRS) §78.320, subparagraphs 2 and 3 thereunder, unanimously approved an Amendment to the Company’s Articles of
Incorporation increasing the authorized Common Stock, par value $.001, from 195,000,000 shares to 495,000,000 shares.
The Controlling Shareholders further authorized and empowered
the Board of Directors, for and on behalf of the Company, to execute and file the Amendment with the Nevada Secretary of State.
The Amendment was duly filed with and recorded by Nevada Secretary
of State in May 29, 2020.
The Company is closely monitoring additional convertible note
conversions and has disclosed all conversions below since filing its 10-Q on May 15, 2020.
In May 2020, the holder of a November 25, 2019 convertible promissory
note converted $41,640 of principal and $3,000 of fees into 5,900,000 shares of common stock.
In May and June 2020, the holder of the second November 25,
2019 convertible promissory note converted $101,100 of principal into 13,634,093 shares of common stock.
In May 2020, the holder of the March 29, 2019 convertible promissory
note that is currently in default converted $19,000 of principal into 2,857,142 shares of common stock.
As of the date of this Form 8-K report, there were 79,490,933
shares of common stock issued and outstanding.
