THC Therapeutics terminated a share exchange agreement

Item 1.02. Termination of a Material Definitive Agreement.

On October 30, 2026, THC Therapeutics, Inc. (the "Company") terminated the Share Exchange Agreement (the "Share Exchange Agreement") originally entered into between the Company and ST Holdings Group, LLC, an Oregon limited liability company, and its related subsidiaries ("ST Holdings"), on June 20, 2025. The Company and ST Holdings mutually agreed to terminate the Share Exchange Agreement due to the difficulty in accounting for the transaction. The Company and ST Holdings are currently in discussions and exploring options for the Company's potential acquisition in the future of some or all of the assets of ST Holdings.

Disclosure Regarding Forward-Looking Information

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company's beliefs and expectations relating to the Company's potential future acquisition of ST Holdings or its assets. These forward-looking statements are based on the current beliefs and expectations of the Company's management with respect to future events, only speak as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," "could," "continue," "can," "may," "look forward," "aim," "hopes," and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company's financial reporting and other factors contained in

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

On July 7, 2026, the Company filed with the Secretary of State of the State of Nevada an Amended and Restated Certificate of Designation of Series D Preferred Stock (the "Series D Amendment"). Under the terms of the Series D Amendment, 500,000 shares of the Company's preferred stock will be designated as Series D Convertible Preferred Stock. Each share of Series D Preferred Stock shall entitle the holder thereof to ten (10) votes on all matters submitted to a vote of the stockholders of the Company. Each share of Series D Preferred Stock shall be convertible into shares of common stock of the Company at the price of $0.01 per share. Each share of Series D Preferred Stock shall participate with the holders of common stock in any dividends declared by the Company.

The foregoing information is a summary of the Series D Amendment described above, is not complete, and is qualified in its entirety by reference to the full text of the Series D Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K. Readers should review the Series D Amendment for a complete understanding of the terms and conditions of the transaction described above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

3.1

Amended and Restated Certificate of Designation for Series D Preferred Stock dated July 7, 2026

104

Cover Page Interactive Date File (embedded within the Inline XBRL Document)

2

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.

THC Therapeutics, Inc.

Dated: October 30, 2026 By: /s/ Scott Cox

Scott Cox

Interim Chief Executive Officer

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