Else Nutrition Holdings Inc. (BABYD) details Rule 506(b) exempt securities raise

Rhea-AI Filing Summary

Else Nutrition Holdings Inc., a British Columbia-based health care/biotechnology corporation with annual revenue between $1,000,001 and $5,000,000, filed an amended notice of an exempt private securities offering under Regulation D Rule 506(b).

The offering covers equity, debt, and convertible securities and warrants issued under a Convertible Security Funding Agreement dated November 23, 2025, each convertible or exercisable into common shares. With a first sale date of November 24, 2025, the company reports $1,235,200 sold and $1,208,499 remaining to be sold, with the remaining amount including the aggregate exercise price of the warrants. No finders’ fees are payable, and a portion of net proceeds may be used for general working capital, including ordinary-course payments to officers and directors, though proceeds are not specifically earmarked for such payments.

Key Figures

Revenue Range: $1,000,001 - $5,000,000 Total Amount Sold: $1,235,200 USD Total Remaining to be Sold: $1,208,499 USD +3 more

6 metrics

Revenue Range $1,000,001 - $5,000,000 Issuer size based on revenue range

Total Amount Sold $1,235,200 USD Securities sold in the exempt offering

Total Remaining to be Sold $1,208,499 USD Includes aggregate exercise price of warrants

Finders' Fees $0 USD Sales commissions and finders’ fees expenses

Date of First Sale 2025-11-24 Initial sale date for this exempt offering

Funding Agreement Date 11-23-25 Date of Convertible Security Funding Agreement

Key Terms

Rule 506(b), Regulation D exemption, Convertible Security Funding Agreement, covered securities, +1 more

5 terms

Rule 506(b) regulatory

"Federal Exemption(s) claimed include Rule 506(b)"

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 exemption regulatory

"issuer is claiming a Regulation D exemption for the offering"

Convertible Security Funding Agreement financial

"Offering of convertible securities and warrants pursuant to a Convertible Security Funding Agreement"

covered securities regulatory

"If the securities that are the subject of this Form D are covered securities"

National Securities Markets Improvement Act of 1996 regulatory

"Section 102(a) of the National Securities Markets Improvement Act of 1996"

A federal law that harmonizes and simplifies securities regulation by reducing conflicting state rules and giving the U.S. Securities and Exchange Commission primary authority over many aspects of securities offerings and investment adviser registration. Think of it as replacing a patchwork of local traffic laws with one consistent highway code — it lowers compliance costs and makes transactions more predictable, while investors should watch how it balances streamlined markets against the level of state-level protections.

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Available on EDGAR 07/15/2026 - 04:46 PM Accepted by SEC EDGAR 07/15/2026 - 04:45 PM Learn about SEC filing dates

FAQ

What is Else Nutrition Holdings Inc. (BABYD) raising under this exempt offering?

Else Nutrition Holdings Inc. is conducting an exempt private offering under Regulation D Rule 506(b). It reports $1,235,200 USD sold and $1,208,499 USD remaining to be sold, with the remaining amount including the aggregate exercise price of issued warrants.

What types of securities are offered by Else Nutrition (BABYD) in this Form D/A?

The company is offering a mix of equity, debt, convertible securities, and warrants. These are issued under a Convertible Security Funding Agreement and are each convertible or exercisable into common shares, providing multiple pathways to future common equity.

Which exemption does Else Nutrition (BABYD) claim for this capital raise?

Else Nutrition claims the Rule 506(b) exemption under Regulation D for this private offering. This rule allows raising capital from accredited investors in a non-public offering while relying on federal securities law exemptions from registration.

How large is Else Nutrition Holdings Inc. (BABYD) based on reported revenue?

The issuer reports an annual revenue range of $1,000,001 to $5,000,000. This places Else Nutrition within a lower-revenue band, which is typical for earlier-stage or growth-oriented companies, particularly in sectors like health care and biotechnology.

How will Else Nutrition (BABYD) use the proceeds from this exempt offering?

A portion of the net proceeds may be used for general working capital, including payments to officers and directors in the ordinary course. However, the company states that proceeds are not specifically earmarked for such payments, indicating flexible use of funds.

Does Else Nutrition Holdings Inc. (BABYD) pay finders’ fees on this offering?

The issuer discloses that finders’ fees are $0 USD for this offering. This indicates no separate compensation is being paid to intermediaries for placing or sourcing investors in the exempt Regulation D capital raise.

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

0001807936

ASB Capital Inc.

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

Name of Issuer

Else Nutrition Holdings Inc.

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
Else Nutrition Holdings Inc.
Street Address 1		Street Address 2
1048 165TH STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SURREY	BRITISH COLUMBIA, CANADA	V4A 9A2	972 3-644-5095

3. Related Persons

Last Name	First Name	Middle Name
Yitzhak	Hamutal
Street Address 1	Street Address 2
1048 165th Street
City	State/Province/Country	ZIP/PostalCode
Surrey	BRITISH COLUMBIA, CANADA	V4A 9A2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kesler	Uriel
Street Address 1	Street Address 2
1048 165th Street
City	State/Province/Country	ZIP/PostalCode
Surrey	BRITISH COLUMBIA, CANADA	V4A 9A2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Zilberberg	Natie
Street Address 1	Street Address 2
1048 165th Street
City	State/Province/Country	ZIP/PostalCode
Surrey	BRITISH COLUMBIA, CANADA	V4A 9A2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Azar	Michael
Street Address 1	Street Address 2
1048 165th Street
City	State/Province/Country	ZIP/PostalCode
Surrey	BRITISH COLUMBIA, CANADA	V4A 9A2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Halevi	Reuben
Street Address 1	Street Address 2
1048 165th Street
City	State/Province/Country	ZIP/PostalCode
Surrey	BRITISH COLUMBIA, CANADA	V4A 9A2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lutski	Yaki
Street Address 1	Street Address 2
1048 165th Street
City	State/Province/Country	ZIP/PostalCode
Surrey	BRITISH COLUMBIA, CANADA	V4A 9A2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mann	Satwinder
Street Address 1	Street Address 2
1048 165th Street
City	State/Province/Country	ZIP/PostalCode
Surrey	BRITISH COLUMBIA, CANADA	V4A 9A2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ronen	Eli
Street Address 1	Street Address 2
1048 165th Street
City	State/Province/Country	ZIP/PostalCode
Surrey	BRITISH COLUMBIA, CANADA	V4A 9A2

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
X	$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
	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

	New Notice			Date of First Sale	2025-11-24				First Sale Yet to Occur
X	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
X	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)
		Offering of convertible securities and warrants pursuant to a Convertible Security Funding Agreement dated 11-23-25 (the "Funding Agreement"), each convertible or exercisable for common shares

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	$2,443,699	USD	or Indefinite
Total Amount Sold	$1,235,200	USD
Total Remaining to be Sold	$1,208,499	USD	or Indefinite

Clarification of Response (if Necessary):

Total Remaining to be Sold includes the aggregate exercise price of warrants issued under the Funding Agreement.

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 X Estimate

Clarification of Response (if Necessary):

A portion of the net proceeds may be used for general working capital, including payments to officers and directors in the ordinary course, but proceeds are not earmarked for such payments.

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
Else Nutrition Holdings Inc.	Hamutal Yitzhak	Hamutal Yitzhak	CEO	2026-07-15

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.