Private stock sales raise cash for C2 Blockchain (CBLO) investors

Rhea-AI Filing Summary

C2 Blockchain, Inc. reported several unregistered private sales of common stock to accredited investors. On or about August 18, 2025, it issued 3,333,333 restricted shares at $0.03 per share for gross proceeds of $100,000. On or about August 25, 2025, it issued 10,000,000 restricted shares at $0.01 per share for gross proceeds of $100,000. On or about August 27, 2025, it issued 3,000,000 restricted shares at $0.025 per share for gross proceeds of $75,000. On or about September 5, 2025, it issued 10,000,000 restricted shares at $0.01 per share for gross proceeds of $100,000. The sales were conducted as private offerings under Section 4(a)(2) and Rule 506(b) of Regulation D, with no underwriting fees, and proceeds are intended for general corporate purposes and working capital.

Insights

Capital markets analyst

C2 Blockchain raises cash through multiple private stock sales.

C2 Blockchain completed four unregistered equity transactions with accredited investors, issuing restricted common stock at prices between $0.01 and $0.03 per share. The deals generated gross proceeds of $100,000, $100,000, $75,000, and $100,000, providing additional liquidity without using an underwriter or paying placement fees.

The shares were sold as private offerings under Section 4(a)(2) and Rule 506(b) of Regulation D, with investors confirming accredited status and agreeing to transfer restrictions. All shares were issued after the subscription agreement dates in September 2025, and each certificate carries a restrictive legend, limiting immediate resale.

The company states it intends to use the cash raised for general corporate purposes and working capital. The ultimate impact for shareholders depends on how this additional capital supports ongoing operations and future disclosures about financial performance and share count.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 18, 2025

C2 Blockchain, Inc.

(Exact name of registrant as specified in its charter)

NV	000-56340	87-2645378
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12818 SW 8th St Unit #2008

Miami, FL 33184

(Address of principal executive offices)

888-437-3432

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ 

Unless otherwise indicated or the context otherwise requires, references in this report to “we,” “us,” “our,” “C2 Blockchain,” or the “Company” refer to C2 Blockchain, Inc.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements, including statements regarding the intended use of proceeds from the private placement (described below) and the Company’s future plans and expectations. These statements are based on current beliefs and assumptions and are subject to various risks and uncertainties, many of which are beyond the Company's control. Actual results may differ materially from those anticipated or implied in any forward-looking statements. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update or revise any such statements, except as required by applicable law, including the Securities Act of 1933 and the Securities Exchange Act of 1934.

Item 3.02 Unregistered Sales of Equity Securities

On or about August 18, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 3,333,333 shares of its restricted common stock at a purchase price of $0.03 per share, for gross proceeds of $100,000.

On or about August 25, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 10,000,000 shares of its restricted common stock at a purchase price of $0.01 per share, for gross proceeds of $100,000.

On or about August 27, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 3,000,000 shares of its restricted common stock at a purchase price of $0.025 per share, for gross proceeds of $75,000.

On or about September 5, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 10,000,000 shares of its restricted common stock at a purchase price of $0.01 per share, for gross proceeds of $100,000.

For each of the foregoing transactions, the dates cited above reflect the dates of the subscription agreements and not necessarily the dates on which investor funds were received or the shares were actually issued. In all cases, the shares were issued subsequent to the dates of the subscription agreements, in September 2025. Each investor represented that the securities were being acquired for investment purposes and not with a view to distribution. The shares are subject to transfer restrictions and bear a restrictive legend. No underwriting discounts, commissions, or placement agent or finder’s fees were paid in connection with the transactions. The Company intends to use the proceeds for general corporate purposes and working capital.

The issuances were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder, based on the nature of the offerings and the representations made by the investors regarding their accredited investor status. The offerings did not involve any public offering or general solicitation and were conducted as private transactions.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

C2 Blockchain, Inc.

Dated: September 12, 2025

By: /s/ Levi Jacobson

Levi Jacobson

Chief Executive Officer

-3- 

FAQ

What did C2 Blockchain (CBLO) disclose in this Form 8-K?

C2 Blockchain disclosed that it entered into several subscription agreements with accredited investors and issued restricted shares of common stock in unregistered private placements, raising cash for general corporate purposes and working capital.

How many C2 Blockchain shares were sold in the private placements?

The company issued 3,333,333 restricted common shares on or about August 18, 2025, 10,000,000 shares on or about August 25, 2025, 3,000,000 shares on or about August 27, 2025, and 10,000,000 shares on or about September 5, 2025.

What prices did C2 Blockchain (CBLO) receive per share in these transactions?

The company sold restricted common stock at purchase prices of $0.03 per share on or about August 18, 2025, $0.01 per share on or about August 25, 2025, $0.025 per share on or about August 27, 2025, and $0.01 per share on or about September 5, 2025.

How much cash did C2 Blockchain raise in each private stock sale?

C2 Blockchain received gross proceeds of $100,000 from the August 18, 2025 transaction, $100,000 from the August 25, 2025 transaction, $75,000 from the August 27, 2025 transaction, and $100,000 from the September 5, 2025 transaction.

How will C2 Blockchain use the proceeds from these unregistered offerings?

The company states that it intends to use the proceeds from the private placements for general corporate purposes and working capital.

Under what exemptions were C2 Blockchains share sales conducted?

The issuances were made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D, based on the private nature of the offerings and the accredited status of the investors.

Were there any underwriting fees or commissions paid in these C2 Blockchain transactions?

No underwriting discounts, commissions, or placement agent or finders fees were paid in connection with any of the described private placement transactions.