false
0001882781
0001882781
2026-05-22
2026-05-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May
22, 2026
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.
Item 1.01
Entry into a Material Definitive Agreement
On
May 22, 2026, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”), pursuant to which
the Company issued and sold a Promissory Note in the principal amount of $130,000 (the “Auctus Note”).
The
Auctus Note was issued for a purchase price of $117,000 and includes an original issue discount of $13,000. The Auctus Note also provides
for a one-time interest charge equal to twelve percent (12%) of the principal amount, or $15,600, which was earned upon issuance. The
Auctus Note matures on May 22, 2027.
Pursuant
to the Securities Purchase Agreement, $4,000 of legal fees and $5,000 of due diligence fees were withheld from the purchase price. As
a result, the Company received net proceeds of $108,000.
The
Auctus Note is convertible into shares of the Company's common stock at a conversion price equal to sixty percent (60%) of the lowest
traded price of the Company's common stock during the fifteen trading days immediately preceding the applicable conversion date, subject
to adjustment and the terms and conditions set forth in the Auctus Note.
In
connection with the transaction, the Company issued warrants exercisable for an aggregate of up to 5,200,000 shares of the Company's
common stock at an exercise price of $0.05 per share, subject to the terms of the applicable warrants.
On
May 28, 2026, the Company entered into a Securities Purchase Agreement with Leonite Fund I, LP (“Leonite”), pursuant to which
the Company issued and sold a Senior Secured Convertible Promissory Note having an aggregate principal amount of up to $1,200,000 (the
“Leonite Note”).
The
Leonite Note has an aggregate principal amount of up to $1,200,000, which includes an original issue discount of $200,000, and provides
for up to $1,000,000 in funding. The Leonite Note bears interest at a rate of ten percent (10%) per annum.
At
closing, Leonite funded $100,000 under the Leonite Note. Pursuant to the Securities Purchase Agreement, $7,000 was retained and applied
toward legal fees, resulting in net proceeds to the Company of $93,000.
The
Leonite Note is secured by a first-priority security interest in substantially all of the assets of the Company pursuant to a Security
Agreement entered into in connection with the transaction and is convertible into shares of the Company's common stock pursuant to its
terms. The initial conversion price is $0.05 per share, subject to adjustment in accordance with the terms of the Leonite Note.
In
connection with the transaction, the Company issued 1,000,000 shares of restricted common stock as commitment shares and issued a warrant
exercisable for the purchase of up to 2,000,000 shares of common stock at an exercise price of $0.10 per share, subject to the terms
of the warrant.
The
foregoing descriptions of the Auctus Note and Leonite Note do not purport to be complete and are qualified in their entirety by reference
to the notes filed as Exhibits 10.1 and 10.2 hereto.
The
exhibits filed herewith consist of unsigned forms of the applicable promissory notes. Certain schedules, exhibits and ancillary transaction
documents referenced therein, including securities purchase agreements, security agreements, warrants, transfer agent instruction letters,
flow of funds memoranda and related transaction documents, are not included with the filed exhibits. The Company retains executed copies
of the applicable transaction documents.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
Company incurred direct financial obligations under the Auctus Note and Leonite Note as described above.
Item 3.02
Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
securities described in Item 1.01 were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. The investors represented that
they were acquiring the securities for investment purposes and not with a view toward distribution. The investors were accredited investors
and had access to information concerning the Company and its operations.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Senior Secured Convertible Promissory Note issued to Leonite Fund I, LP |
| |
|
|
| 10.2 |
|
Form of Promissory Note issued to Auctus Fund, LLC |
| |
|
|
| 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:
June 2, 2026
By:
/s/ Levi Jacobson
Levi
Jacobson
Chief
Executive Officer, President, and Director
-3-
