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BCS

Current Report · Items 3.03, 5.03, 9.01 · 8-K

Loan Artificial Intelligence Corp.

Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Filed Sep 22, 2025Accepted Sep 22, 2025, 4:17 PM EDTCIK 1594968Accession 0001683168-25-007175
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Company context

Current securities

Historical securities (2)

Recent company filings

  1. 10-Q filingAug 14, 2026
  2. 10-Q filingMay 20, 2026
  3. NT 10-Q filingMay 18, 2026
  4. 10-K filingApr 15, 2026
  5. NT 10-K filingMar 31, 2026

Disclosure sections

Items 3.03, 5.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws. As previously announced, on June 2, 2025, the Board of Directors of Vestiage, Inc., a Florida corporation (the “Company”) approved to (i) change the Company’s name to Loan Artificial Intelligence Corp. (the “Name Change”), (ii) change the Company’s OTC stock trading symbol (the “Symbol Change”), and (iii) a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1-for-800 (the “Reverse Stock Split”). The Company filed an Amendment to the Articles of Incorporation (the “Amended Articles”) with the Secretary of State of the State of Florida on September 15, 2025, become effective on the effective date as announced by FINRA. The shareholders of the Company, by written consent of the majority shareholder representing 91.7% of the outstanding voting securities, also approved of the Name Change, Symbol Change, and Reverse Stock Split on June 2, 2025. The Name Change, Symbol Change, Reverse Stock Split were processed and announced by FINRA on September 22, 2025, and shall take effect in the market on September 23, 2025 (the “Effective Date”). The shares of Common Stock will begin trading on a post-split basis under the trading symbol “VESTD”, temporarily allotted for twenty (20) days. After 20 business days, the symbol will become “LAAI” In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 92548W204. Split Adjustment; Treatment of Fractional Shares As a result of the Reverse Stock Split, on the Effective Date, each eight hundred (800) shares of Common Stock outstanding will automatically combine into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares Common Stock will be reduced from 363,578,236 shares to approximately 454,472 shares. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, in lieu of any fractional shares to which a holder of shares of Common Stock would otherwise be entitled as a result of the Reverse Stock Split (after aggregating all fractional shares such holder would otherwise be entitled to receive), the Company shall pay cash (without interest) for such holder’s fractional share equal to the product of the closing sales price of our Common Stock as reported on the OTC Markets on the Effective Date multiplied by the fractional share that such holder would otherwise be entitled to receive. After the Reverse Stock Split, then-current stockholders would have no further interest in our Company with respect to their fractional shares. Amended Articles The above description of the Amended Articles and the Name Change, Symbol Change, and Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Amended Articles, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State of Florida on September 15, 2025 (effective as of September 23, 2025).

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