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

Date of Report (Date of earliest event reported): October 1522, 2025

The Greater Cannabis Company Inc.

(Exact name of registrant as specified in charter)

Florida		000-56027		30-0842570
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15 Walker Ave, Suite 101, Baltimore, MD		21208
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (443)-738-4051

(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 Company 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		GCAN		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “the Company,” “GCAN,” “we,” “us” and “our” refer to The Greater Cannabis Company, Inc. and its subsidiaries.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated into this item by reference.

Item 8.01 Other Matters.

~~Reverse~~Designation ~~Stock~~of ~~Split~~Series B Convertible Preferred Stock

WeOn ~~are~~October ~~implementing~~22, ~~a 1-for-1~~2025,~~500~~ ~~Reverse~~we ~~Split~~filed Articles of ~~the~~Amendment ~~Company’s~~to ~~common~~our ~~stock~~Articles ~~(the~~of ~~“Reverse~~Incorporation ~~Split”)~~with ~~effective~~the asSecretary of ~~the close~~State of ~~business~~Florida, oncreating ~~October~~a new 15class of 1,000 ~~2025.~~shares Asof apreferred ~~result~~stock, ~~every~~$0.001 1per share,~~500~~ ~~pre-Reverse~~designated ~~Split~~as ~~shares~~Series ofB ~~common~~Convertible ~~stock~~Preferred ~~outstanding~~Stock ~~will~~(the ~~automatically~~“Series ~~combine~~B ~~into~~Preferred ~~one~~Shares”). ~~new~~A ~~share~~copy of ~~post-Reverse~~the ~~Split~~Articles ~~common~~of ~~stock~~Amendment ~~without~~is ~~any~~included ~~action~~as onExhibit ~~the~~3.1 ~~part~~to ofthis ~~the holders~~Report.

The ~~Company’s~~Series ~~common~~B ~~stock~~Preferred ~~will~~Shares ~~begin~~are ~~trading~~being onissued ato ~~post-Reverse~~Aitan ~~Split~~Zacharin, ~~basis~~our atChief ~~the~~Executive ~~opening~~Officer ofand ~~trading~~sole ondirector ~~Thursday,~~in ~~October~~consideration ~~16,~~of ~~2025. In~~his ~~connection therewith~~waiving $20,000 ~~the~~in ~~Company’s~~accrued ~~ticker~~but ~~symbol~~unpaid ~~will~~compensation bedue ~~GCAND~~him ~~for~~from ~~twenty~~the ~~(20)~~Company. ~~trading~~As ~~days~~more tofully ~~designate~~set ~~that~~forth itbelow, isthe ~~trading on~~issuance aof ~~post-Reverse~~the ~~Split~~Series ~~basis.~~B InPreferred Shares ~~addition,~~will ~~our~~afford ~~post-Reverse~~Mr. ~~Split~~Zacharin ~~common~~voting ~~stock~~control ~~will~~of ~~trade under~~ the ~~new CUSIP Number 391657202~~Company.

~~Following~~The ~~the~~Series ~~Reverse~~B ~~Split,~~Preferred ~~the~~Shares ~~number of shares of the Company’s issued and outstanding common stock will~~ have ~~been reduced from 1,349,888,436 to approximately 900,256. The Reverse Split will also apply to shares of common stock issuable upon~~ the ~~conversion~~following ~~of outstanding convertible debt~~rights, ~~warrants and stock options. No fractional shares of common stock will be issued as a result of the reverse stock split. Instead~~features, ~~the~~ ~~Company~~privileges will issue one whole share of the post-reverse stock split common stock to any stockholder who otherwise would have received a fractional share as a result of the reverse stock split. The number of authorized common stock shall remain unaffected and ~~the~~limitations ~~par value~~(in ~~shall~~pertinent ~~remain at $0.001 per share.~~part):

~~There~~Voting isRights. ~~not~~The Series B Preferred Shares vote together with shares of our common stock and our Series A Preferred Shares as a ~~requirement~~single class ~~that~~on ~~stockholders~~all ~~obtain~~matters ~~new~~presented orto ~~replacement~~a ~~share~~vote ~~certificates.~~of ~~Each~~holders of our capital stock, except as required by law. The Series B Preferred Shares entitle the ~~holders~~holder ofthereof ~~record~~to 51.0% of ~~shares~~the total voting power of the Company and to thereby control the Company’s ~~common~~ ~~stock~~business ~~that~~and isaffairs. In ~~outstanding~~the onevent the ~~effective~~Series ~~date~~B Preferred Shares are converted in part into shares of ~~the~~our ~~reverse~~common stock ~~split~~as ~~may~~set ~~contact~~forth below or the ~~Company’s~~holder ~~transfer~~transfers or ~~agent~~seeks to ~~exchange~~ transfer any of the ~~certificates~~Series ~~for~~B ~~new~~Preferred ~~certificates~~Shares ~~representing~~to a third party, other than by the ~~number~~laws of ~~whole~~descent ~~shares~~and ofdistribution, ~~post~~the super-~~reverse~~voting rights ~~stock~~described ~~split~~herein ~~common~~will ~~stock~~terminate ~~into~~and ~~which~~ the Series B Preferred Shares will vote on an “as converted basis” together ~~existing~~with shares of our common stock ~~have~~and ~~been~~our ~~converted~~Series A Preferred Shares as a ~~result~~single class on all matters presented to a vote of ~~the~~holders ~~reverse~~of our capital stock, ~~split~~except as required by law.

~~Upon the completion of the reverse stock split, the Company will have additional shares of common stock available for issuance~~Dividends. ~~Although the~~ ~~Company~~The ~~may~~Series ~~use~~B ~~the~~Preferred ~~additional~~Shares ~~authorized shares of common stock in the future to raise additional capital, it has no specific plans, arrangements, or understandings to~~ do sonot ~~beyond~~have ~~making~~dividend ~~shares available for issuance pursuant to the conversion of outstanding convertible debt and the exercise of outstanding options and warrants, if applicable~~rights.

InLiquidation, ~~connection~~Dissolution, ~~with~~or ~~the~~Winding ~~reverse~~Up. ~~stock~~Series ~~split,~~B wePreferred ~~filed~~Shares ~~Articles~~will ofbe ~~Amendment~~entitled to ~~our~~a ~~Articles~~preference of ~~Incorporation~~$0.001 ~~with~~per ~~the~~share ~~Secretary~~to shares of ~~State~~our common ofstock ~~Florida,~~and aSeries ~~copy~~B Preferred Shares in the event of ~~which~~a isliquidation, ~~included~~dissolution asor ~~Exhibit~~winding ~~3.1~~up toof ~~this~~the ~~Report~~Company.

~~The~~Conversion ~~Company~~Rate ~~expects~~and ~~that shareholders holding GCAN shares at registered brokerage firms or at the transfer agent will have the Reverse Split transaction processed automatically in their accounts over the next few days~~Adjustments. Shareholders holding physical stock certificates may request new certificates evidencing their post-Reverse Split shares by contacting the Company’s transfer agent, ClearTust, LLC, 16540 Pointe Village Dr, Suite 210, Lutz, Florida 33558, cleartrustonline.com or (813) 235-4490.

Conversion Rate. The Conversion Rate shall be 100,000 shares of common stock (as adjusted as provided for below) for each Series B Preferred Share.

Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the issuance of the Series B Preferred Shares effect a subdivision of the outstanding common stock, the Conversion Rate then in effect immediately before that subdivision shall be proportionately increased. If the Company shall at any time or from time to time after the issuance of the Series B Preferred Shares combine the outstanding shares of common stock, the conversion rate then in effect immediately before the combination shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation, or merger involving the Company in which the common stock (but not the Series B Preferred Shares) is converted into or exchanged for securities, cash, or other property, then, following any such reorganization, recapitalization, reclassification, consolidation, or merger, each Series B Preferred Share shall thereafter be convertible in lieu of the common stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property that a holder of the number of shares of common stock of the Company issuable upon conversion of one Series B Preferred Share immediately prior to such reorganization, recapitalization, reclassification, consolidation, or merger would have been entitled to receive pursuant to such transaction.

Conversion.

(a) Series B Preferred Shares are convertible into common stock at the option of the holder in whole or in part at any time at the conversion rate then in effect.

(b) If so required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or by his, her, or its attorney duly authorized in writing. As soon as practicable after a conversion and the surrender of the certificate or certificates for Series B Preferred Shares, the Company shall cause to be issued and delivered to such holder, or on his, her, or its written order, a certificate or certificates for the number of full shares of common stock issuable on such conversion and cash b) in respect of any fraction of a share of common stock otherwise issuable upon such conversion.

(c) All certificates or other form of ownership evidencing shares of Series Preferred Shares (if any) that are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date on which such preferred shares were converted, be deemed to have been retired and canceled and the shares of Series B Preferred Shares represented thereby converted into common stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates or other form of ownership on or prior to such date. Such converted Series B Preferred Shares may not be reissued as shares of such Series, and the Company may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of Series B Preferred Shares accordingly.

The above description of the Series B Preferred Shares is qualified in its entirety by reference to the Amendment authorizing creation of the Series B Preferred Shares, a copy of which is attached as Exhibit B to this Information Statement.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
3.1		Articles of Amendment to Articles of Incorporation of The Greater Cannabis Company, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: October 15, 2025	THE GREATER CANNABIS COMPANY INC.
Dated: October 27, 2025	THE GREATER CANNABIS COMPANY INC.
	By:	/s/ Aitan Zacharin
		Aitan Zacharin Chief Executive Officer

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