Leatt Corp corrects 2012 preferred stock reverse split omission

What happened

Leatt Corp, a maker of protective gear and components for motorcycles and bicycles, filed an 8-K on August 17, 2026, disclosing two corporate documents filed with the Nevada Secretary of State on August 11, 2026.

The first, a Certificate of Correction, corrects a 2012 amendment to the company's certificate of incorporation. That 2012 amendment effected a 1-for-25 reverse stock split of Leatt's common stock and a reduction in authorized shares, but it inadvertently omitted a corresponding 1-for-25 reverse split of the company's Series A Voting Convertible Preferred Stock. The correction adds that preferred stock reverse split, reducing the issued and outstanding shares of Series A Preferred Stock from 3,000,000 to 120,000.

The second, an Amendment to the Certificate of Designation for the Series A Preferred Stock, removes a conversion-rate adjustment provision (Section 6) that would have caused a further unintended reduction in conversion ratio. It replaces it with a new Section 6 requiring that any future forward or reverse split of common stock, or common stock dividend, be matched by a corresponding action on the Series A Preferred Stock to maintain parity.

The company states the principal holder of the Series A Preferred Stock, holding 96,000 shares (80% of the preferred voting power), approved both documents by written consent on August 11, 2026. The shares continue to carry 100 votes each and vote together with common stock on all matters.

Shares of Leatt closed at $11.75 on the filing date, unchanged from the prior close.

Background

Leatt Corporation is a Nevada-incorporated company headquartered in Durbanville, South Africa. It designs and sells protective equipment and accessories for motorcycle and bicycle riders, including neck braces and body armor.

The Series A Voting Convertible Preferred Stock was designated in October 2008. Each share carries 100 votes and is convertible into common stock.

In September 2012, Leatt filed an amendment to its certificate of incorporation to effect a 1-for-25 reverse split of its common stock and reduce its authorized shares. Stockholders had approved that action at the December 2011 annual meeting.

According to the filing, the 2012 amendment did not include a reverse split of the preferred stock. The company now says this was an inadvertent omission and has filed the Certificate of Correction to add the Series A Preferred reverse split at the same 1-for-25 ratio.

What this means

A Series A preferred stock is a class of shares with preferential rights — here, a fixed 100 votes per share and a conversion right into common stock. A reverse stock split reduces the number of outstanding shares while keeping the total value the same; a 1-for-25 split means every 25 old shares become one new share.

The Certificate of Correction is a state-level mechanism for fixing a mistake in a previously filed corporate document — it does not create a new action but restores what was originally intended. Here, the correction retroactively applies the 1-for-25 reverse split to the preferred stock, so the 3,000,000 preferred shares that existed in 2012 are now treated as 120,000 shares.

The 8-K is the SEC form used by public companies to disclose material corporate events. Items 3.03 and 5.03 require disclosure when security holders' rights are modified or when articles of incorporation or bylaws are amended. Item 5.07 covers the vote by which the changes were approved.

The company says the conversion-rate adjustment in the original Certificate of Designation had to be removed because applying it after the preferred reverse split would have further reduced the conversion ratio unintentionally. The replacement provision ties any future common-stock split or dividend to a matching action on the preferred stock to keep the two classes' conversion parity intact.

The filing does not explain why the omission occurred in 2012 or why the correction was made now. It presents the correction as addressing the earlier oversight, with the principal preferred holder's written consent obtained on August 11, 2026.