[D] AlphaTON Capital Corp SEC Filing

Rhea-AI Filing Summary

AlphaTON Capital Corp completed a Regulation D equity offering totaling $36,081,418, with the full amount reported as sold. The notice lists 15 investors and indicates the issuer offered common equity plus options/warrants and the underlying securities to be issued on exercise. The filing identifies Chardan Capital Markets, LLC as an associated broker-dealer and discloses estimated sales commissions of $3,608,141, a portion of which the company expects to pay in ordinary shares. The company reports $0 of proceeds paid to named officers, directors or promoters and asserts the offering was conducted under Rule 506(b). The issuer is organized in the British Virgin Islands and indicates solicitation included foreign/non-US jurisdictions and several named U.S. states.

Positive

• Total offering fully sold at $36,081,418 providing the company with stated gross proceeds
• No proceeds paid to named executives or directors as reported ($0)
• Use of a registered broker-dealer (Chardan Capital Markets, LLC) disclosed

Negative

• High estimated sales commissions of $3,608,141 (approximately 10% of the offering)
• Portion of sales commission to be paid in ordinary shares, which may be dilutive to existing shareholders
• Concentrated investor base: 15 investors for the full offering amount

Insights

Securities Analyst

TL;DR: The company raised $36.08M via a Rule 506(b) equity offering; commissions are ~10%, and 15 investors participated.

The Form D shows a completed private placement under Rule 506(b) with total proceeds of $36,081,418 and total amount sold equal to that offering amount. Sales commissions are reported at $3,608,141, which represents roughly 10% of the offering and may include payment in ordinary shares, implying dilution to existing equity holders. The filing identifies 15 investors, indicates equity plus options/warrants were issued or will be issued on exercise, and notes use of an associated broker-dealer, Chardan Capital Markets, LLC. The issuer reports no proceeds paid to listed executives or directors.

Corporate Governance Expert

TL;DR: Governance disclosures show named officers and directors, no direct proceeds to insiders, and broker involvement disclosed.

The Form D names the issuer's executive officers and directors and clarifies that $0 of gross proceeds were used to make payments to those named persons. The filing discloses the involvement of a broker-dealer and material commission arrangements, including share-based commission payments. Investor count is 15, which is a small investor base for the amount raised; the issuer also indicates solicitation across select U.S. states and foreign/non-US jurisdictions. These facts are relevant to oversight, dilution considerations, and shareholder base composition.

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
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

0001095435

PORTAGE BIOTECH INC.

BONTAN CORP INC

DEALCHECK COM INC

Portage BIotech Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

AlphaTON Capital Corp

Jurisdiction of Incorporation/Organization

VIRGIN ISLANDS, BRITISH

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
AlphaTON Capital Corp
Street Address 1		Street Address 2
Clarence Thomas Building, PO Box 4649
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Road Town, Tortola	VIRGIN ISLANDS, BRITISH	VG1110	(302) 219-5556

3. Related Persons

Last Name	First Name	Middle Name
Kaiser	Brittany
Street Address 1	Street Address 2
Clarence Thomas Building, PO Box 4649
City	State/Province/Country	ZIP/PostalCode
Road Town, Tortola	VIRGIN ISLANDS, BRITISH	VG1110

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Director

Last Name	First Name	Middle Name
Kramer	Robert
Street Address 1	Street Address 2
Clarence Thomas Building, PO Box 4649
City	State/Province/Country	ZIP/PostalCode
Road Town, Tortola	VIRGIN ISLANDS, BRITISH	VG1110

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Scientific Officer

Last Name	First Name	Middle Name
Bailey	Gregory
Street Address 1	Street Address 2
Clarence Thomas Building, PO Box 4649
City	State/Province/Country	ZIP/PostalCode
Road Town, Tortola	VIRGIN ISLANDS, BRITISH	VG1110

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mintz	Steven
Street Address 1	Street Address 2
Clarence Thomas Building, PO Box 4649
City	State/Province/Country	ZIP/PostalCode
Road Town, Tortola	VIRGIN ISLANDS, BRITISH	VG1110

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mellon	James
Street Address 1	Street Address 2
Clarence Thomas Building, PO Box 4649
City	State/Province/Country	ZIP/PostalCode
Road Town, Tortola	VIRGIN ISLANDS, BRITISH	VG1110

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pickett	Alexander
Street Address 1	Street Address 2
Clarence Thomas Building, PO Box 4649
City	State/Province/Country	ZIP/PostalCode
Road Town, Tortola	VIRGIN ISLANDS, BRITISH	VG1110

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Park	Andrea	E.
Street Address 1	Street Address 2
Clarence Thomas Building, PO Box 4649
City	State/Province/Country	ZIP/PostalCode
Road Town, Tortola	VIRGIN ISLANDS, BRITISH	VG1110

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

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
	X 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

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	2025-09-02				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X 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		Other (describe)

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 None
Chardan Capital Markets, LLC	120128
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
One Pennsylvania Plaza	Suite 4800
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10119
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA NEW JERSEY PUERTO RICO TEXAS WYOMING

13. Offering and Sales Amounts

Total Offering Amount	$36,081,418	USD	or Indefinite
Total Amount Sold	$36,081,418	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Excludes placement agent fees.

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:

15

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	$3,608,141	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The Company expects to pay a portion of the sales commission in ordinary shares of the Company.

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
AlphaTON Capital Corp	/s/ Andrea Park	Andrea Park	Chief Financial Officer	2025-09-17

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.

FAQ

What amount did AlphaTON Capital Corp (ATON) raise in this Form D filing?

The filing reports total offering proceeds of $36,081,418 and the same amount as total amount sold.

Under which exemption was ATON's offering made?

The offering was conducted under Rule 506(b) of Regulation D.

How many investors participated in ATON's offering?

The Form D lists a total of 15 investors who invested in the offering.

Were any proceeds paid to AlphaTON's officers or directors?

The filing discloses $0 of the gross proceeds were used for payments to named executive officers, directors or promoters.

What sales compensation was disclosed in the Form D for ATON?

Estimated sales commissions of $3,608,141 were reported and the company expects to pay a portion of the commission in ordinary shares.

Did the offering include non-U.S. solicitation?

Yes, the filing indicates Foreign/non-US solicitation was selected and several U.S. states were listed.