[D] AlphaTON Capital Corp SEC Filing

Rhea-AI Filing Summary

AlphaTON Capital Corp filed a Form D notice claiming a Regulation D Rule 506(b) exemption for an equity offering that is not a public securities sale. The filing records no cash proceeds (Total Offering Amount $0; Total Amount Sold $0) and indicates the planned issuance of 160,000 ordinary shares, subject to vesting, as partial non‑cash consideration for a treasury management agreement. The issuer is a British Virgin Islands corporation with its principal place of business in Road Town, Tortola, and lists Andrea Park as CFO who signed the notice on 2025-10-07. The offering is limited to less than one year, uses Rule 506(b), and shows a single investor has already participated.

Positive

• No cash outflow required for the treasury management arrangement as consideration was in shares
• Regulation D Rule 506(b) reliance typically permits broad investor eligibility without state registration

Negative

• No cash proceeds were raised ($0 reported), so the offering provided no liquidity to the issuer
• Issuance of 160,000 shares is potentially dilutive to existing shareholders; vesting details are not disclosed

Insights

Corporate Finance Advisor

Equity issued as non‑cash consideration, no cash raised.

The filing discloses the issuance of 160,000 ordinary shares as partial consideration for a treasury management agreement rather than a cash subscription, which means the transaction is dilutive but did not provide liquidity to the company.

This structure shifts value to a service counterparty and may conserve cash; monitor any subsequent filings that quantify the fair value of those shares or disclose the economic terms and any future cash commitments within the next 12 months.

Securities Compliance Counsel

Regulation D Rule 506(b) used; offering paperwork appears procedural.

The issuer selected Rule 506(b), reported $0 gross proceeds, and stated the offering is not intended to last more than one year. The Form D lists one investor and no broker‑dealer compensation, which aligns with a private, non‑general solicitation placement.

Key compliance items to watch include any amendment that adds cash investors, changes exemption reliance, or reports sales proceeds; such changes would appear on an amended Form D or in related public filings within the offering period.

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
Terpin	Michael
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
Villani	Enzo
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 Investment Officer, Director and Executive Chairman of the Board

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

Last Name	First Name	Middle Name
Mitin	Yury
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 Business Development 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
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X 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	2025-09-25				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
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	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 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	$0	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Issuance of 160,000 ordinary shares, subject to vesting conditions, as partial consideration for entrance into treasury management agreement. See Form 6-K filed by Issuer on September 23, 2025 for more details.

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
AlphaTON Capital Corp	/s/ Andrea Park	Andrea Park	Chief Financial Officer	2025-10-07

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 did AlphaTON (ATON) disclose in its Form D filing?

AlphaTON disclosed a Rule 506(b) exempt equity offering, reported $0 in proceeds, and planned to issue 160,000 ordinary shares as partial non‑cash consideration.

Did AlphaTON raise cash from the offering in the Form D?

No. The filing reports Total Offering Amount $0, Total Amount Sold $0, and Total Remaining to be Sold $0.

Was a broker or finder paid in the AlphaTON offering?

No. The Form D indicates no sales compensation or broker/dealer was used in the transaction.

How many investors participated in AlphaTON's offering so far?

The filing reports 1 investor has already invested in the offering.

Who signed the Form D for AlphaTON and when?

Andrea Park, Chief Financial Officer, signed the Form D on 2025-10-07.