Filing Analysis
C2 Blockchain, Inc. issued 3,000,000 shares of common stock to an accredited investor at a nominal price of $0.01 per share, totaling $30,000 in proceeds. The issuance was conducted via a private subscription agreement for general working capital.
🚩 Red Flags
- Extremely low share price ($0.01/share) suggests severe dilution and potential distress.
- Minimal capital raise ($30,000) relative to typical micro-cap operations suggests the company is facing acute liquidity constraints.
- Issuance of shares at a nominal par value often indicates 'death spiral' financing or desperate need for cash to maintain basic operations.
📋 Key Facts
- Date of event: July 14, 2026
- Number of shares issued: 3,000,000 common stock shares
- Price per share: $0.01
- Aggregate gross proceeds: $30,000
- Purpose of funds: General working capital and general corporate purposes
- Exemption used: Section 4(a)(2) of the Securities Act of 1933 (Unregistered Sales)
C2 Blockchain, Inc. has entered into multiple private placement agreements to issue a total of up to 20.75 million restricted common shares at extremely low prices ($0.01-$0.02 per share) to raise capital for working capital.
🚩 Red Flags
- Extreme dilution risk: Issuance of over 20 million shares at fractions of a cent per share suggests severe capital constraints.
- Penny stock pricing: Share prices of $0.01 and $0.02 indicate the company is likely trading in the 'sub-penny' or extremely low range, often indicative of distressed financing.
- Minimal cash infusion: Total proceeds ($215k) are negligible for a public entity, suggesting these are 'bridge' rounds to maintain basic operations.
- Potential for massive overhang: The sheer volume of shares being issued at such low prices will likely create significant downward pressure on the stock price upon conversion/sale.
📋 Key Facts
- On Sept 10, 2025: Issued 750,000 shares at $0.02/share (Gross proceeds: $15,000).
- On Oct 3, 2025: Entered agreement for First Tranche of 10,000,000 shares at $0.01/share (Gross proceeds: $100,000).
- Optional Second Tranche: Up to 10,000,000 additional shares at $0.01/share ($100,000) exercisable by investor on or before Oct 17, 2025.
- Total potential proceeds from these agreements: $215,000.
- All securities issued are restricted common stock under Section 4(a)(2) and Rule 506(b).
C2 Blockchain, Inc. conducted four separate private placements of restricted common stock throughout August and September 2025, raising a total of $375,000. The shares were issued at extremely low prices ranging from $0.01 to $0.03 per share.
🚩 Red Flags
- Extreme dilution: Over 26 million new shares issued in a very short window.
- Penny stock pricing: Shares issued as low as $0.01 per share indicate severe liquidity or valuation distress.
- Rapid-fire financing: Four separate offerings within ~3 weeks suggests an urgent need for cash/working capital.
- Potential 'death spiral' characteristics: The extremely low issuance prices are often indicative of companies struggling to maintain solvency.
📋 Key Facts
- Aug 18, 2025: Issued 3,333,333 shares @ $0.03 ($100,000 gross proceeds).
- Aug 25, 2025: Issued 10,000,000 shares @ $0.01 ($100,000 gross proceeds).
- Aug 27, 2025: Issued 3,000,000 shares @ $0.025 ($75,000 gross proceeds).
- Sep 05, 2025: Issued 10,000,000 shares @ $0.01 ($100,000 gross proceeds).
- Total capital raised via these transactions: $375,000.
- All issuances were made to accredited investors under Rule 506(b) of Regulation D.
- Proceeds are intended for general corporate purposes and working capital.
C2 Blockchain, Inc. completed multiple private placements of restricted common stock to accredited investors between August 21 and August 25, 2025. The company raised a total gross amount of $180,000 through the issuance of 16 million shares at extremely low price points.
🚩 Red Flags
- Extreme dilution: Issuance of 16 million shares at pennies per share ($0.01-$0.02).
- Minimal capital raise: Total proceeds of $180,000 suggest severe liquidity constraints for a public company.
- Low valuation/Price per share: The issuance price is significantly low, indicating potential distress or highly dilutive financing to maintain operations.
📋 Key Facts
- August 21, 2025: Issued 1,500,000 shares at $0.02/share for $30,000 gross proceeds.
- August 25, 2025: Issued 500,000 shares at $0.02/share for $10,000 gross proceeds.
- August 25, 2025: Issued 10,000,000 shares at $0.01/share for $100,000 gross proceeds.
- August 25, 2025: Issued 4,000,000 shares at $0.01/share for $40,000 gross proceeds.
- Total shares issued across all transactions: 16,000,000 shares.
- Total gross proceeds raised: $180,000.
- Securities were issued under Section 4(a)(2) and Rule 506(b) of Regulation D.
C2 Blockchain, Inc. completed a private placement of 12.5 million restricted common shares at a nominal price of $0.02 per share. The transaction raised gross proceeds of $250,000 intended for general corporate purposes and working capital.
🚩 Red Flags
- Extremely low share price ($0.02/share) indicates significant dilution and potential penny stock status.
- Minimal capital raise ($250,000) suggests the company is facing liquidity constraints or has very limited cash runway.
- Issuance of restricted common stock at a nominal value often signals distressed financing.
📋 Key Facts
- Date of event: August 19, 2025
- Securities issued: 12,500,000 shares of restricted common stock
- Price per share: $0.02
- Total gross proceeds: $250,000
- Transaction type: Private placement via subscription agreement with an accredited investor
- Exemption used: Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
C2 Blockchain, Inc. completed two private placements of restricted common stock in August 2025, raising a total of $280,000. The issuance of millions of shares at extremely low price points ($0.02-$0.03) suggests significant potential dilution and liquidity constraints.
🚩 Red Flags
- Extreme Dilution Risk: Issuance of 13.5 million new shares at nominal prices ($0.02-$0.03) significantly dilutes existing shareholders.
- Low Capital Infusion: Total proceeds of $280,000 are very low for a public company, suggesting severe cash runway issues or 'survival' level financing.
- Penny Stock Pricing: The issuance price is at the extreme bottom end of valuation, often indicative of distressed companies.
📋 Key Facts
- August 10, 2025: Issued 1,000,000 restricted common shares at $0.03 per share for $30,000 in gross proceeds.
- August 14, 2025: Issued 12,500,000 restricted common shares at $0.02 per share for $250,000 in gross proceeds.
- Total capital raised from these two transactions: $280,000.
- Proceeds are designated for general corporate purposes and working capital.
- Securities were issued under Rule 506(b) of Regulation D.
C2 Blockchain, Inc. completed two separate private placements of restricted common stock in July 2025, totaling $350,000 in gross proceeds. The shares were issued at a significantly low price of $0.02 per share.
🚩 Red Flags
- Extremely low share price ($0.02 per share) suggests significant dilution risk.
- Multiple securities offerings within a single month indicate urgent need for liquidity/working capital.
- The issuance of 17.5 million shares at such a low valuation is highly dilutive to existing shareholders.
📋 Key Facts
- July 15, 2025: Issued 5,000,000 restricted common shares at $0.02/share for $100,000 gross proceeds.
- July 29, 2025: Issued 12,500,000 restricted common shares at $0.02/share for approximately $250,000 in net proceeds.
- Total shares issued across both transactions: 17,500,000 shares.
- Both offerings were conducted via private placement under Section 4(a)(2) and Rule 506(b).
- Proceeds are designated for general corporate purposes and working capital.
C2 Blockchain, Inc. entered into multiple highly dilutive financing arrangements on July 22, 2025, including convertible notes and a $10 million equity line agreement with Coventry Enterprises LLC. The terms feature significant discounts to market price and massive share issuances that pose extreme dilution risk to existing shareholders.
🚩 Red Flags
- Extreme dilution risk: The combination of a $10M equity line at an 80% discount and massive share issuances (10M commitment shares + 30M reserved shares) is highly dilutive.
- Death Spiral Provisions: Multiple agreements include variable conversion prices based on a percentage of the lowest trading price, which typically triggers rapid share devaluation.
- Immediate liquidity obligations: The Coventry Note requires monthly payments starting August 22, 2025, creating immediate cash flow pressure.
- High-cost debt: Quick Capital note carries a 24% default interest rate.
📋 Key Facts
- Entered into a Note Purchase Agreement with Quick Capital, LLC for a $55,555.56 convertible note with 12% guaranteed interest and an original issue discount (OID).
- Quick Capital's conversion price is either a fixed $0.01 or 65% of the lowest trading price over 20 days (variable), creating massive downward pressure.
- Issued warrants to Quick Capital for 2,777,778 shares at $0.02 exercise price with 100% coverage.
- Entered into a $200,000 promissory note with Coventry Enterprises LLC featuring $20,000 in guaranteed interest and OID; requires repayment in 12 monthly installments starting August 22, 2025.
- Issued 10,000,000 shares of restricted common stock to Coventry as 'commitment stock'.
- Entered into a $10,000,000 Equity Line Agreement with Coventry Enterprises LLC allowing drawdowns at 80% of the lowest trading price over 20 days.
- The company must reserve 30,000,000 shares for potential conversion of the Coventry Note.
C2 Blockchain, Inc. issued 10,000,000 shares of restricted common stock in a private placement at a highly dilutive price of $0.02 per share. The transaction was conducted to raise approximately $200,000 for general corporate purposes and working capital.
🚩 Red Flags
- Extreme dilution: Issuance of 10 million shares at a nominal price of $0.02 per share suggests significant downward pressure on existing equity.
- Low cash raise: The total amount raised ($200,000) is very small relative to the number of shares issued, suggesting a desperate need for immediate working capital.
- Potential 'Death Spiral' precursor: Issuing large blocks of restricted stock at ultra-low prices is often characteristic of companies facing severe liquidity constraints.
📋 Key Facts
- Date of event: July 15, 2025
- Shares issued: 10,000,000 shares of restricted common stock
- Price per share: $0.02
- Total gross proceeds: $200,000 (approximate net)
- Investor type: Accredited investor via private placement under Rule 506(b)
- Use of proceeds: General corporate purposes and working capital
C2 Blockchain, Inc. issued 1.5 million restricted common shares to a single accredited investor for $15,000 and entered into a non-binding LOI to acquire a 20% equity interest in the 'McAllen Project' for $1,000,000.
🚩 Red Flags
- Extremely low share price in private placement ($0.01 per share) suggests significant dilution and potential distress.
- The $15,000 capital raise is negligible for a public company, indicating highly limited liquidity/cash runway.
- The proposed $1M acquisition represents a massive increase in commitment relative to the recent $15k cash infusion.
📋 Key Facts
- Issued 1,500,000 shares of restricted common stock on June 19, 2025.
- Total proceeds from share issuance: $15,000 (approx. $0.01 per share).
- Entered into a non-binding LOI with A.R.T. Digital Holdings Corp. on July 1, 2025.
- Proposed acquisition of 20% equity interest in 'McAllen Project' for $1,000,000.
- The McAllen Project is a digital infrastructure project in Texas owned by KBR TX02, LLC (a subsidiary of A.R.T. Digital).
- Proceeds from the share issuance are intended for general working capital.
C2 Blockchain, Inc. issued 5,000,000 shares of restricted common stock in a private placement at a nominal price of $0.01 per share on May 13, 2025.
🚩 Red Flags
- Extremely low share price ($0.01) suggests severe dilution and potential distress in valuation.
- Minimal capital raise ($50,000) relative to the number of shares issued (5M), indicating a highly dilutive event for existing shareholders.
- The use of proceeds for 'working capital' often signals immediate liquidity needs.
📋 Key Facts
- Issued 5,000,000 shares of restricted common stock.
- Transaction occurred on May 13, 2025.
- Issuance price was $0.01 per share.
- Total proceeds from the issuance amount to $50,000.
- The investor is an accredited investor under Rule 501 of Regulation D.
- Proceeds are intended for general corporate purposes and working capital.
C2 Blockchain, Inc. announced the beta launch of a proprietary AI-powered crypto chatbot and introduced a new tiered subscription-based revenue model. The company aims to complete the full public launch of this platform by the end of Q2 2025.
🚩 Red Flags
- Forward-looking statements regarding future revenue models and product launches carry inherent execution risk.
📋 Key Facts
- Beta launch of an AI-powered crypto chatbot integrating blockchain analytics and machine learning.
- Introduction of a new tiered subscription-based revenue model for individual and institutional traders.
- Full public launch of the platform is expected by the end of Q2 2025.
- The company's strategic focus is expanding its footprint in Web3 intelligence and digital asset sectors.
C2 Blockchain, Inc. announced it has officially exited its shell status and is pivoting its business focus toward the development of a 14-megawatt (MW) Bitcoin mining facility.
🚩 Red Flags
- The company was previously in 'shell status,' which is often associated with dormant companies or SPAC-like structures seeking new business directions.
📋 Key Facts
- Company has officially exited 'shell status' as of March 27, 2025.
- Strategic pivot to developing a 14-megawatt (MW) Bitcoin mining facility.
- Plans include land acquisition and collaboration with professional design/architectural teams.
- Intention to use prefabricated mining containers for rapid infrastructure deployment.
- Prioritizing energy provider partnerships for sustainable power solutions.
C2 Blockchain, Inc. entered into a non-binding shareholder agreement to invest $100,000 for a 10% equity stake in CoinEdge Inc. Additionally, the company reported it has ceased being a 'shell company' following an SEC notice regarding its Form 1-A offering statement.
🚩 Red Flags
- The investment is non-binding and involves a relatively small amount ($100k) for a micro-cap entity.
- Restrictive exit clause: CoinEdge has exclusive first right to repurchase shares at fair market value.
- Non-compete restriction: C2 Blockchain is restricted from supporting competing businesses for 3 years upon exit.
📋 Key Facts
- Entered into a non-binding Shareholder Agreement with CoinEdge Inc. on March 9, 2025.
- Intended investment amount: $100,000 USD for a 10% equity stake in CoinEdge.
- The agreement is non-binding and intended to be consummated within the coming months.
- C2 Blockchain will have proportional voting rights but no board seat or operational control.
- CoinEdge retains full ownership of all intellectual property developed under the business.
- Company ceased being a 'shell company' as of January 23, 2025, following an SEC Notice of Qualification on Form 1-A.
C2 Blockchain, Inc. announced a private placement of 1,000,000 restricted common shares issued to an accredited investor on February 20, 2025. The transaction was conducted at a price of $0.04 per share for the purpose of general corporate purposes and working capital.
🚩 Red Flags
- Extremely low share price ($0.04 per share) suggests significant dilution and potential penny stock volatility.
- Small capital raise ($40,000) relative to typical micro-cap operational needs, suggesting a need for frequent small-scale dilutive financing.
📋 Key Facts
- Date of event: February 20, 2025
- Number of shares issued: 1,000,000 restricted common shares
- Price per share: $0.04
- Total proceeds: $40,000
- Investor: Avrohom David Friesel (Accredited Investor)
- Exemption used: Section 4(a)(2) and Rule 506(b) of Regulation D
C2 Blockchain, Inc. has dismissed its independent auditor, BF Borgers CPA PC, following an SEC Staff Statement regarding the firm's ability to practice before the Commission. The company has appointed Michael Gillespie as & Associates, PLLC as its new auditor.
🚩 Red Flags
- Auditor change triggered by SEC enforcement action (Rule 102(e) Order) against the previous firm.
- Previous audit reports contained 'going concern' explanatory paragraphs for FY 2022 and FY 2023.
- Reported material weaknesses in internal control over financial reporting.
- The dismissal of an auditor due to regulatory restrictions on that auditor is a high-risk event for micro-cap companies.
📋 Key Facts
- Dismissal of BF Borgers CPA PC approved by the Board on May 3, 2024.
- BF Borgers is currently not permitted to appear or practice before the SEC due to a Rule 102(e) Order.
- The company previously received an explanatory paragraph in audit reports regarding its ability to continue as a going concern for fiscal years ended June 30, 2022 and 2023.
- Michael Gillespie as & Associates, PLLC was engaged on May 9, 2024, to review interim quarterly reports and upcoming fiscal year audits.
- The company noted existing material weaknesses in internal control over financial reporting.