ModuLink (OTC: IDVV) sells $300K in Series A convertible preferred

Rhea-AI Filing Summary

ModuLink Inc. entered into securities purchase agreements for a private placement of up to 12,500 shares of Series A Convertible Preferred Stock at $80.00 per share. As of this report, the company has sold 3,750 preferred shares for aggregate gross proceeds of approximately $300,000.

Each Series A Preferred share is convertible, at the holder’s option, into 20,000 shares of common stock after the earlier of six months from issuance or a qualified liquidity event. The preferred stock votes with common stock on an as-converted basis, carries non-cumulative dividends, and was sold offshore to non-U.S. persons under Regulation S.

Insights

Equity Capital Markets Analyst

ModuLink raises $300K via offshore convertible preferred financing.

ModuLink Inc. has completed a private placement of 3,750 shares of Series A Convertible Preferred Stock at $80.00 per share, generating gross proceeds of about $300,000. The deal is structured under Regulation S, targeting non-U.S. investors in an offshore transaction.

Each preferred share is convertible into 20,000 common shares after the earlier of six months from issuance or a qualified liquidity event, and votes with common on an as-converted basis. Dividends are non-cumulative and payable only if declared, which limits fixed cash obligations while still creating potential equity overhang once conversion conditions are met.

The filing notes an offering size of up to 12,500 preferred shares, so additional closings could increase proceeds and future conversion capacity. Actual dilution will depend on how many preferred shares are ultimately sold and if, when, and to what extent investors elect to convert under the stated terms.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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.

Key Figures

Series A Preferred offering size: Up to 12,500 shares Issue price per preferred share: $80.00 per share Preferred shares sold: 3,750 shares +4 more

7 metrics

Series A Preferred offering size Up to 12,500 shares Maximum shares in private placement offering

Issue price per preferred share $80.00 per share Purchase price for Series A Preferred Stock

Preferred shares sold 3,750 shares Series A Preferred sold as of report date

Gross proceeds Approximately $300,000 Aggregate proceeds from sold preferred shares

Conversion rate 20,000 common shares per preferred share Conversion ratio for Series A Preferred Stock

Conversion timing After 6 months or qualified liquidity event Earliest date holders may convert to common stock

Regulation S exemption Rule 903(b)(3) Offshore offering to non-U.S. persons

Key Terms

Series A Convertible Preferred Stock, qualified liquidity event, non-cumulative, Regulation S, +1 more

5 terms

Series A Convertible Preferred Stock financial

"offering of up to 12,500 shares of the Company’s Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

qualified liquidity event financial

"earlier of (i) six (6) months from the date of issuance or (ii) the occurrence of a qualified liquidity event"

non-cumulative financial

"Dividends are non-cumulative and are payable only when, as, and if declared"

Non-cumulative describes a type of dividend or payment right where any missed distributions are not tracked or owed later; if a company skips a payment, investors do not receive that skipped amount in the future. Think of it like a one-time coupon that expires if not used: it can boost potential income when paid, but offers no catch-up protection, so investors face greater income uncertainty and should price in higher risk or lower yield expectations.

Regulation S regulatory

"offered and sold in reliance on the exemption from registration afforded by Rule 903(b)(3) of Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

unregistered sales of equity securities regulatory

"Item 3.02 – Unregistered Sales of Equity Securities"

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): May 8, 2026

ModuLink Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-55649

(Commission File Number)

45-5692180

(IRS Employer Identification No.)

Unit 2, Level 6

Westin Centre

26 Hung To Road

Kwun Tong, Hong Kong 9990777

(Address of principal executive offices)(Zip Code)

(888) 493-8028

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

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

Emerging growth company ¨

If an emerging growth company, indicate by checkmark 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. ¨

Item 1.01 – Entry into a Material Definitive Agreement

On May 5, 2026, ModuLink Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with three investors in connection with a private placement offering (the “Offering”) of up to 12,500 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

Each share of Series A Preferred Stock is offered at a purchase price of $80.00 per share and is convertible into 20,000 shares of the Company’s common stock (the “Common Stock”), subject to adjustment for stock splits, stock dividends, combinations, reclassifications, or similar recapitalization events.

As of the date hereof, the Company has received aggregate gross proceeds of approximately $300,000 from the sale of 3,750 shares of Series A Preferred Stock to three purchasers pursuant to the Securities Purchase Agreements. The Company expects to issue the Series A Preferred Stock in book-entry form following receipt of funds and satisfaction of customary closing conditions.

Item 3.02 – Unregistered Sales of Equity Securities

The disclosure set forth in Item 1.01 is incorporated herein by reference.

As of the date hereof, the Company has sold an aggregate of 3,750 shares of Series A Preferred Stock for aggregate gross proceeds of approximately $300,000 in the Offering.

Each share of Series A Preferred Stock is convertible, at the option of the holder, into 20,000 shares of Common Stock, subject to adjustment. Conversion may occur at any time following the earlier of (i) six (6) months from the date of issuance or (ii) the occurrence of a qualified liquidity event, defined as “including, without limitation, an uplisting to a national securities exchange or a strategic transaction of the Company”)

The Series A Preferred Stock votes together with the Common Stock on an as-converted basis, except as otherwise required by law. Dividends are non-cumulative and are payable only when, as, and if declared by the Company’s Board of Directors.

The securities were offered and sold in reliance on the exemption from registration afforded by Rule 903(b)(3) of Regulation S, promulged under the Securities Act of 1933, as amended (the “Securities Act”), in an offering offshore of the U.S. to non U.S. persons, where no directed selling efforts were made in the U.S. The securities have not been registered under the Securities Act and may not be offered or resold in the U.S. absent registration or an applicable exemption.

Item 9.01– Financial Statements and Exhibits

(d) Exhibits:

Exhibit		Description
10.1		Form of Securities Purchase Agreement, dated May 5, 2026, by and between ModuLink Inc. and the investors party thereto.
104		Cover Page Interactive File (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.

	INTERNATIONAL ENDEAVORS CORPORATION
Date: May 8, 2026	By:	/s/ FU, Wah
	Name:	FU, Wah
	Title:	Chief Executive Officer
		(principal executive officer)

3

FAQ

What financing did ModuLink Inc. (IDVV) announce in this 8-K?

ModuLink Inc. entered into securities purchase agreements for a private placement of Series A Convertible Preferred Stock. The company sold 3,750 preferred shares at $80.00 each, generating about $300,000 in gross proceeds from three investors in an offshore transaction.

What are the key terms of ModuLink (IDVV) Series A Convertible Preferred Stock?

Each Series A Preferred share has a $80.00 purchase price and is convertible into 20,000 shares of common stock. The shares vote with common stock on an as-converted basis and pay non-cumulative dividends only when, as, and if declared by the Board of Directors.

When can ModuLink (IDVV) Series A Preferred shares be converted to common stock?

Holders may convert Series A Preferred into common stock any time after the earlier of six months from the issuance date or a qualified liquidity event. A qualified liquidity event includes an uplisting to a national securities exchange or a strategic transaction of the company.

How much of the ModuLink (IDVV) preferred offering has been sold so far?

The offering provides for up to 12,500 Series A Preferred shares, and ModuLink has sold 3,750 shares to date. These sales generated approximate gross proceeds of $300,000, leaving capacity for additional issuances under the same private placement structure.

Under what securities law exemption was the ModuLink (IDVV) offering conducted?

The Series A Preferred Stock was offered and sold under Rule 903(b)(3) of Regulation S under the Securities Act. The transaction occurred offshore to non-U.S. persons, with no directed selling efforts in the United States, and the securities remain restricted absent registration or another exemption.

Do ModuLink (IDVV) Series A Preferred holders receive voting and dividend rights?

Series A Preferred shares vote together with common stock on an as-converted basis, except where law requires separate voting. Dividends are non-cumulative, meaning they accrue only if and when the Board declares them, avoiding fixed ongoing dividend obligations for the company.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT 139.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB