Welcome to our dedicated page for C2 Blockchain Ord Shs SEC filings (Ticker: CBLO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
C2 Blockchain Inc. filings document material events, financing activity, capital-structure changes, and reporting obligations for a Nevada-incorporated digital asset treasury company. The company's 8-K reports include convertible promissory notes, subscription agreements for unregistered common stock sales, and related securities-law exemptions.
Filings also describe amendments to the company's articles of incorporation, including authorized common and preferred stock, Series A Preferred Stock voting and conversion rights, and board-approved share cancellations. Additional records cover changes in control disclosures, amendments to prior material-event reports, late quarterly-report notifications, and governance matters tied to preferred stock control and common-share issuance.
C2 Blockchain, Inc. entered into two financing deals involving convertible notes and equity-linked securities. On May 22, 2026, it issued a $130,000 Auctus promissory note for a $117,000 purchase price, with a $13,000 original issue discount, a one-time 12% ($15,600) interest charge and net proceeds of $108,000. The note is convertible at 60% of the lowest traded stock price over the prior 15 trading days and is accompanied by warrants for up to 5,200,000 shares at $0.05 per share.
On May 28, 2026, C2 Blockchain issued a Senior Secured Convertible Promissory Note to Leonite Fund I, LP with aggregate principal of up to $1,200,000, including a $200,000 original issue discount and up to $1,000,000 funding at 10% annual interest. Leonite initially funded $100,000, and after $7,000 of legal fees, the company received $93,000. The Leonite note is secured by a first-priority lien on substantially all company assets and is initially convertible at $0.05 per share. C2 Blockchain also issued 1,000,000 restricted shares as commitment shares and a warrant for up to 2,000,000 shares at $0.10 per share, all in private placements to accredited investors.
C2 Blockchain, Inc. reported very limited operating revenue and large losses for the quarter ended March 31, 2026. Revenue was about $17,523, all from one-time collectible silver medallion sales, while net loss reached roughly $19.3 million for the quarter and $21.7 million for the nine months. The company’s balance sheet is dominated by cryptocurrency holdings recorded at about $661,192, against cash of only $6,305 and a stockholders’ deficit of around $213,310. Results were heavily affected by non‑cash stock‑based compensation, related‑party consulting fees, interest and derivative accounting on convertible notes, and losses from changes in cryptocurrency fair value. Management discloses substantial doubt about the company’s ability to continue as a going concern and notes material weaknesses in internal controls, including concentration of authority in a single officer and lack of independent directors.
C2 Blockchain, Inc. entered into a financing arrangement by issuing a convertible promissory note with a principal amount of $120,000 to Labrys Fund II, L.P. for a purchase price of $100,000, reflecting a $20,000 original issue discount. The unsecured note carries a one-time interest charge of $12,000 and matures 12 months after issuance, with conversion rights into common stock at a 25% discount to the lowest closing bid price over the prior 10 trading days, subject to a 4.99% beneficial ownership cap that may be increased to 9.99% on notice.
The company must reserve at least 5,000,000 shares, or four times the shares issuable upon full conversion. Separately, C2 Blockchain sold 3,000,000 common shares at $0.01 per share for gross proceeds of $30,000 and 800,000 common shares at $0.01 per share for gross proceeds of $8,000, all in private placements relying on Section 4(a)(2) and Regulation D exemptions.
C2 Blockchain, Inc. reported that its board approved the rescission and cancellation of 245,000,000 shares of common stock previously issued to Mendel Holdings LLC, an entity owned and controlled by CEO and sole director Levi Jacobson. Mendel Holdings LLC voluntarily returned these shares and relinquished all related rights.
The cancelled shares have been restored to the status of authorized but unissued common stock, and the Company paid no consideration in connection with this cancellation. Jacobson remains the Company’s controlling shareholder after this transaction.
C2 Blockchain, Inc. entered into a private subscription agreement with an accredited investor to sell 3,000,000 shares of common stock at $0.01 per share, raising $30,000 in gross proceeds. The sale was conducted as an unregistered offering under Section 4(a)(2) of the Securities Act, without general solicitation.
The company’s Board also approved issuing 4,500,000 shares of Series A Preferred Stock to Levi Jacobson, its sole officer and director. Each preferred share carries 100 votes and is convertible into 100 common shares, significantly enhancing his voting power and potential future common equity, under the same private offering exemption.
C2 Blockchain, Inc. amended its charter to sharply expand its authorized capital and create a powerful new preferred stock class. The company now has authority to issue up to 1,520,000,000 shares, including 1,500,000,000 common shares and 20,000,000 preferred shares with $0.001 par value each.
Of the preferred stock, 5,000,000 shares are designated as Series A Preferred. Each Series A share carries 100 votes and can be converted, at the holder’s option, into 100 common shares, subject to the availability of authorized and unissued common shares. The remaining 15,000,000 preferred shares may be issued in series with terms set by the board.
C2 Blockchain, Inc. reported a private sale of common stock to accredited investors. On February 17 and February 25, 2026, the company entered into subscription agreements covering a total of 1,666,600 common shares at $0.03 per share, generating gross proceeds of $49,997.99. The shares were issued in book-entry form around the respective agreement dates, and the company plans to use the cash for general working capital and other corporate purposes. These securities were sold without registration under the Securities Act, relying on the Section 4(a)(2) exemption, with no general solicitation or advertising used.
C2 Blockchain, Inc. reported results for the quarter and six months ended December 31, 2025, showing it remains an early-stage, loss-making blockchain infrastructure company concentrated in digital assets. Revenue was minimal at $44 from staking rewards for the six-month period.
The company recorded a six-month net loss of $2,457,466, driven by $465,624 of operating expenses and $1,991,885 of other losses, including interest on convertible notes and losses from changes in the fair value of cryptocurrency and derivative liabilities. As of December 31, 2025, it held cryptocurrency with a carrying value of $597,465 and recognized a derivative liability of $852,645.
Liquidity remains strained with cash of $1,177, current liabilities of $1,100,628, and a stockholders’ deficit of $440,915. Management discloses substantial doubt about the company’s ability to continue as a going concern and is relying on equity sales, convertible notes, and related-party support to fund operations.
C2 Blockchain, Inc. entered into a small financing package made up of a convertible note and a direct equity sale. On or about February 5, 2026, the company issued a $25,000 convertible promissory note bearing 10% annual interest and maturing on August 5, 2026, with an event-of-default rate of up to 24%.
The note can be converted into common stock at the holder’s election at either a fixed price of $0.01 per share or a variable price equal to 50% of the lowest trading price over the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap. The company agreed to reserve enough authorized shares to allow full conversion and may only prepay with the holder’s written consent.
Separately, on or about February 11, 2026, an accredited investor agreed to purchase 250,000 common shares at $0.04 per share for $10,000 in gross proceeds in a private, unregistered transaction relying on Section 4(a)(2) of the Securities Act.