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  4. [D] ARGO GRAPHENE SOLUTIONS CORP. SEC Filing

Argo Graphene Solutions (ARLSF) lines up $2,897,812 in U.S. warrant offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Argo Graphene Solutions Corp., a British Columbia corporation, is conducting an exempt offering of common shares and warrants in the United States under Rule 506(b) of Regulation D. This is a new notice, with the first sale occurring on June 24, 2026.

The company has sold $1,039,700 USD, representing 2,500,000 common shares issued at a deemed price of C$0.592 per share. A further $2,897,812 USD remains to be sold, corresponding to the aggregate post-exercise amount of all 5,500,000 warrants to be sold in the United States at an exercise price of C$0.75 per share. Reported finders' fees are $0 USD, and the issuer declines to disclose its revenue range.

Positive

  • None.

Negative

  • None.

Filing Explained

The 5,500,000 warrants are rights to acquire additional common shares at CAD$0.75 per share, not shares issued today; if exercised, the added shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

Sources and calculations
Total Amount Sold $1,039,700 USD Total Amount Sold in the exempt securities offering
Total Remaining to be Sold $2,897,812 USD Aggregate post-exercise amount of all warrants to be sold in the United States
Common Shares Issued 2,500,000 shares Common shares issued at a deemed price of C$0.592 per share
Deemed Share Price C$0.592 Deemed price per common share for the 2,500,000 shares sold
Warrants Offered 5,500,000 warrants Warrants to be sold in the United States under the offering
Warrant Exercise Price C$0.75 per share Exercise price per share for common shares underlying the warrants
Finders' Fees $0 USD Finders' fees expenses reported for the offering
Date of First Sale 2026-06-24 Reported date of first sale for the exempt offering
Rule 506(b) regulatory
"The issuer claims exemption under Rule 506(b) of Regulation D."
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D regulatory
"Certifying that, if the issuer is claiming a Regulation D exemption for the offering..."
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
warrants financial
"Common shares and warrants, each warrant exercisable into a common share..."
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
covered securities regulatory
"If the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA..."

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FAQ

What securities is Argo Graphene Solutions (ARLSF) offering in this exempt transaction?
Argo Graphene Solutions is offering common shares and warrants in an exempt U.S. securities offering. Each warrant is exercisable into one common share at a price of CAD$0.75 per share, with additional securities to be acquired upon exercise of these warrants.

How much has Argo Graphene Solutions (ARLSF) sold so far under this Form D offering?
The company reports a Total Amount Sold of $1,039,700 USD. This corresponds to 2,500,000 common shares that were issued at a deemed price of C$0.592 per share in the exempt offering.

What amount remains to be sold in Argo Graphene Solutions' (ARLSF) exempt offering?
The filing shows a Total Remaining to be Sold of $2,897,812 USD. This represents the aggregate post-exercise amount of all 5,500,000 warrants to be sold in the United States, each exercisable at C$0.75 per share.

Which securities law exemption is Argo Graphene Solutions (ARLSF) relying on?
Argo Graphene Solutions relies on Rule 506(b) under Regulation D of the Securities Act for this exempt offering. This rule allows sales to accredited investors and a limited number of non-accredited investors, subject to specific information and solicitation restrictions.

When did the first sale occur in Argo Graphene Solutions' (ARLSF) exempt offering?
The notice identifies June 24, 2026 as the date of first sale. The filing is marked as a New Notice, indicating that this Form D corresponds to the initial stages of the reported exempt securities offering.

Are there any finders' fees reported in Argo Graphene Solutions' (ARLSF) offering?
The Form D discloses finders' fees of $0 USD in connection with this offering. That figure appears in the section for sales commissions and finders' fees expenses, indicating no separate finder compensation is being paid based on the reported amount.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001852354
ARGO Graphene Solutions CORP
ARGO LIVING SOILS CORP
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
ARGO GRAPHENE SOLUTIONS CORP.
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, CANADA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ARGO GRAPHENE SOLUTIONS CORP.
Street Address 1 Street Address 2
555 -1130 WEST PENDER STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A4 604-763-4017

3. Related Persons

Last Name First Name Middle Name
Intile Robert
Street Address 1 Street Address 2
#555 - 1130 West Pender Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A4
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McAlpine Sean
Street Address 1 Street Address 2
#555 - 1130 West Pender Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A4
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Diakow Hector
Street Address 1 Street Address 2
#555 - 1130 West Pender Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A4
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Berry Vikas
Street Address 1 Street Address 2
#555 - 1130 West Pender Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A4
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
X
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-06-24 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Common shares and warrants, each warrant exercisable into a common share at a price of CAD$0.75 per share.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $3,937,512 USD
or Indefinite
Total Amount Sold $1,039,700 USD
Total Remaining to be Sold $2,897,812 USD
or Indefinite

Clarification of Response (if Necessary):

Total Amount Sold: 2,500,000 common shares were issued at a deemed price of C$0.592. Total Remaining to be Sold: Aggregate post-exercise amount of all 5,500,000 warrants to be sold in the United States at an exercise price of C$0.75 per share.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
ARGO GRAPHENE SOLUTIONS CORP. /s/ Robert Intile Robert Intile CFO 2026-07-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR