Item 8.01 Other Events.
1. On September 1, 2021, the U.S. Bankruptcy Court, without objection,
dismissed the Company’s Petition for Ch. 11 relief and the case was closed.
2. On September 5, 2021, at a Special Meeting of the Board of Directors
of Vitalibis, Inc., a Nevada corporation, the Board gave due consideration to, and discussed sending a resolution and recommendation from
the Board of Directors, addressed to the Company’s shareholders holding the majority voting power and control (54%) of the total
shares eligible to vote (“Controlling Shareholders”), recommending that the Controlling Shareholders consider the following
Resolution:
(1) The Company’s Articles of Incorporation shall be
amended to increase the authorized Common Stock from 495,000,000 shares, par value $.001 per share, to 2,000,000,000 shares, par value
$.00001 per share.
3. On September 5, 2021, upon receipt and review of the Board’s
recommendation, the Controlling Shareholders, acting without a meeting, but rather, pursuant to consent resolution, as specifically sanctioned
by Section 2.17 of Article II of the Company’s Bylaws, as well as Nevada Revised Statutes (NRS) §
78.320, subparagraphs 2 and 3, after due consideration and discussion, unanimously,
RESOLVED, that the Company’s Articles
of Incorporation shall be amended to increase the authorized Common Stock from 495,000,000 shares, par value $.001 per share, to 2,000,000,000
shares, par value $.00001 per share; and
FURTHER RESOLVED, that the Board of Directors be authorized and
empowered, for and on behalf of the Company, to execute and file the Amendment with the Nevada Secretary of State, and otherwise
satisfy applicable Nevada laws, rules and regulations relating to this Amendment.
4. As of the date of this Form 8-K report, there were 267,865,425 shares
of common stock issued and outstanding, as confirmed by V-Stock, the Company’s long-standing, independent stock transfer agent and
registrar.