My City Builders (MYCB) issues 1.65M shares in $82,500 private placement

Rhea-AI Filing Summary

My City Builders, Inc. reported that on December 1, 2025 it completed a private placement of 1,650,000 shares of common stock. The shares were sold at $0.05 per share, providing the company with gross proceeds of $82,500, all of which has been received by the company.

The sale was conducted as an unregistered offering under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D to two accredited investors. The investors confirmed they were accredited and acquiring the shares for investment purposes, and there was no general solicitation or advertising. The shares are issued as restricted securities under Rule 144, limiting their resale, and no underwriting discounts or commissions were paid in connection with the transaction.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

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

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): December 1, 2025

My City Builders, Inc.

(Exact name of Registrant as specified in its charter)

Nevada		000-55233		27-3816969
(State or other Jurisdiction of Incorporation or organization)		(Commission File Number)		(IRS Employer I.D. No.)

100 Biscayne Blvd., #1611

Miami, FL 33132

Phone: (786) 553-4006

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

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 l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2)
☐	Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-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 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 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. ☐

Item 3.02 – Unregistered Sales of Equity Securities

On December 1, 2025, My City Builders, Inc. (the “Company”) issued an aggregate of 1,650,000 shares of its common stock at a purchase price of $0.05 per share, for total gross proceeds of $82,500, to two accredited investors in a private placement transaction. The Company received the full purchase price for the shares.

The issuance of the shares was made without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The investors represented to the Company that they were “accredited investors” as defined in Rule 501(a) of Regulation D and were acquiring the securities for investment and not for distribution. No general solicitation or general advertising was used in connection with the offer or sale. The shares issued are “restricted securities” under Rule 144 and are subject to limitations on resale. The Company did not pay any underwriting discounts or commissions in connection with the transaction.

2

SIGNATURES

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

My City Builders, Inc.
By /s/ Yolanda Goodell		December 11, 2025
Yolanda Goodell		Date
Its: Interim Chief Executive Officer

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FAQ

What did My City Builders, Inc. (MYCB) announce in this 8-K filing?

My City Builders, Inc. disclosed that it completed a private placement of 1,650,000 shares of common stock on December 1, 2025, raising $82,500 in gross proceeds from two accredited investors.

How much capital did My City Builders, Inc. (MYCB) raise and at what price per share?

The company raised $82,500 in gross proceeds by selling 1,650,000 shares of common stock at a price of $0.05 per share.

Who purchased the new shares from My City Builders, Inc. (MYCB)?

The shares were sold to two accredited investors in a private placement, with each investor representing that they met the accredited investor criteria and were purchasing for investment.

Was the My City Builders, Inc. (MYCB) share sale registered with the SEC?

No. The issuance was made without registration under the Securities Act, relying on Section 4(a)(2) and Rule 506(b) of Regulation D as exemptions from registration.

Are the new My City Builders, Inc. (MYCB) shares freely tradable?

No. The shares are classified as restricted securities under Rule 144, which means they are subject to limitations on resale and cannot be freely traded immediately.

Did My City Builders, Inc. (MYCB) pay any commissions on this private placement?

The company stated that it did not pay any underwriting discounts or commissions in connection with the private placement transaction.