Every 8-K that C2 BLOCKCHAIN INC (CBLO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CBLO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CBLO filings page.
C2 Blockchain, Inc. completed a private placement of common stock to an accredited investor, issuing 3,000,000 shares at $0.01 per share for aggregate gross proceeds of $30,000. The shares were issued in book-entry form and the cash was received via wire transfer.
The company states that it will use the proceeds for general working capital and other general corporate purposes. The transaction relied on the Section 4(a)(2) exemption from Securities Act registration, with the investor representing investment intent, accredited status, and the absence of any general solicitation.
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. 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. 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.
C2 Blockchain, Inc. disclosed that its board approved the issuance of 50,000,000 restricted shares of common stock to Mendel Holdings, LLC, an entity solely controlled by CEO and director Levi Jacobson, as consideration for services rendered. The shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, with no underwriters, general solicitation, or advertising involved.
This share issuance resulted in a change in control. After prior dilution from ongoing common stock sales used to fund operating expenses, Mendel Holdings and Jacobson had lost control of the company. Following the new issuance, they now hold approximately 54.29% of the outstanding common stock and voting control. No changes to officers or the Board of Directors occurred in connection with either the loss or the regain of control.
C2 Blockchain, Inc. reported two recent private sales of its common stock to accredited investors. Around September 10, 2025, the company issued 750,000 restricted shares at $0.02 per share, raising gross proceeds of $15,000. Around October 3, 2025, it issued a further 10,000,000 restricted shares at $0.01 per share, for gross proceeds of $100,000, referred to as the First Tranche.
The October subscription agreement also allows an optional Second Tranche of 10,000,000 additional shares at $0.01 per share for another $100,000, at the investor’s sole discretion on or before October 17, 2025; only the First Tranche has been funded so far. The shares carry transfer restrictions and legends, and no underwriting discounts, commissions, or finder’s fees were paid. The company plans to use the cash for general corporate purposes and working capital, and relied on Section 4(a)(2) and Rule 506(b) of Regulation D for exemption from registration.
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.