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OneMeta (ONEI) 10% owner reports large note and warrant holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

OneMeta Inc. insider Jeffrey Canter, a 10% owner, filed an initial Form 3 reporting indirect holdings through WHPH AI, LLC. WHPH holds a convertible note for 12,500,000 underlying shares of common stock at a conversion price of $0.08, bearing 14% interest and maturing on October 31, 2028. WHPH also holds a warrant to purchase up to 3,000,000 common shares at an exercise price of $0.001 per share, exercisable at any time until October 31, 2030. Canter and his wife own 100% of WHPH and he has sole voting and dispositive power over these securities.

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Insider Canter Jeffrey
Role 10% Owner
Type Security Shares Price Value
holding Convertible Note -- -- --
holding Warrant (Right to Buy) -- -- --
Holdings After Transaction: Convertible Note — 12,500,000 shares (Indirect, By WHPH AI,LLC); Warrant (Right to Buy) — 3,000,000 shares (Indirect, By WHPH AI, LLC)
Footnotes (1)
  1. The securities are held by WHPH AI, LLC ("WHPH"). The Reporting Person is the beneficial owner of 100% of the interests in WHPH jointly with his wife, has sole voting and dispositive power over and may be deemed to beneficially own such shares held by WHPH. Registrant issued WHPH a $1,000,0000 convertible note (the "Note") which is convertible at the election of the holder at a conversion price of $0.08 and bears interest at the rate of 14%. The Note matures on October 31, 2028. The number of shares reported represents the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest. Pursuant to the NWPA, WHPH acquired a warrant to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $0.001 per share (the "Warrant"). The Warrant may be exercised at any time and expires on October 31, 2030.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Canter Jeffrey
(Last) (First) (Middle)
250 W SPRING STREET
SUITE 921
(Street)
COLUMBUS OH 43215
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2025 		3. Issuer Name and Ticker or Trading Symbol
OneMeta Inc. [ ONEI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note(2) 11/03/2025 10/31/2028 Common Stock 12,500,000 $0.08 I By WHPH AI,LLC(1)
Warrant (Right to Buy)(3) 11/03/2025 10/31/2030 Common Stock 3,000,000 $0.001 I By WHPH AI, LLC(1)
Explanation of Responses:
1. The securities are held by WHPH AI, LLC ("WHPH"). The Reporting Person is the beneficial owner of 100% of the interests in WHPH jointly with his wife, has sole voting and dispositive power over and may be deemed to beneficially own such shares held by WHPH.
2. Registrant issued WHPH a $1,000,0000 convertible note (the "Note") which is convertible at the election of the holder at a conversion price of $0.08 and bears interest at the rate of 14%. The Note matures on October 31, 2028. The number of shares reported represents the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest.
3. Pursuant to the NWPA, WHPH acquired a warrant to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $0.001 per share (the "Warrant"). The Warrant may be exercised at any time and expires on October 31, 2030.
/s/ Jeffrey Canter 01/20/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did OneMeta (ONEI) insider Jeffrey Canter report on this Form 3?

Jeffrey Canter, a 10% owner of OneMeta Inc., reported indirect beneficial ownership of a convertible note and a stock warrant held through WHPH AI, LLC. These instruments give exposure to up to 15.5 million shares of OneMeta common stock.

How many OneMeta (ONEI) shares are linked to the reported convertible note?

The reported convertible note is linked to 12,500,000 OneMeta common shares. This figure is based on dividing the note’s principal amount by its stated conversion price of $0.08 per share, with additional shares possible from accrued interest over time.

What are the key terms of the convertible note reported for OneMeta (ONEI)?

The convertible note issued to WHPH AI, LLC has principal of $1,000,0000, a conversion price of $0.08 per share, and carries 14% interest. It matures on October 31, 2028, and conversion is at the holder’s election under the disclosed terms.

How is WHPH AI, LLC connected to OneMeta (ONEI) insider Jeffrey Canter?

The securities are held by WHPH AI, LLC, in which Jeffrey Canter and his wife own 100% of the interests. The filing states Canter has sole voting and dispositive power and may be deemed to beneficially own the OneMeta securities held by WHPH.

Does the Form 3 show direct or indirect ownership of OneMeta (ONEI) securities?

The Form 3 shows indirect ownership of OneMeta securities. Both the convertible note and the warrant are reported as indirectly held, with the nature of ownership described as “By WHPH AI, LLC,” reflecting Canter’s beneficial interest through that entity.