Convertible deal gives OneMeta (ONEI) investor a 28.9% equity stake

Rhea-AI Filing Summary

OneMeta Inc. received a major investment from Jeffrey Canter and his entity WHPH AI LLC, which now report beneficial ownership of 15,500,000 shares of Common Stock, or 28.9% of the company. This stake comes entirely from convertible securities rather than currently issued shares.

The position is composed of a $1,000,0000 convertible note issued to WHPH under an October 31, 2025 Note and Warrant Purchase Agreement, convertible at $0.08 per share, and a warrant for 3,000,000 shares with a $0.001 exercise price. The note bears 14% interest and matures on October 31, 2028, while the warrant is exercisable at any time until October 31, 2030.

Canter owns 100% of WHPH and has sole voting and dispositive power over the reported shares. The filing states the securities were acquired for passive investment purposes without a present plan to change OneMeta’s management or control. WHPH also received a security interest in certain OneMeta assets and customary demand and piggyback registration rights.

Insights

Equity ownership and structured financing analyst

Filing reveals a near-30% economic stake in OneMeta built through a secured convertible note and warrant.

The disclosure shows Jeffrey Canter and WHPH AI LLC holding 15,500,000 beneficial shares of OneMeta Inc., or 28.9% of outstanding Common Stock. This exposure comes from a $1,000,0000 convertible note at $0.08 per share plus a 3,000,000-share warrant at $0.001, both issued under an October 31, 2025 agreement.

The note carries a relatively high 14% interest rate and matures on October 31, 2028, while the warrant is exercisable until October 31, 2030. The agreements also grant WHPH a security interest in certain OneMeta assets and demand and piggyback registration rights, indicating a structured investment with creditor protections alongside potential equity upside.

The filing characterizes the position as passive, with no current plans to influence control. Actual impact on ownership and capital structure will depend on future conversions and warrant exercises relative to the 38,090,943 shares outstanding as of November 14, 2025, as referenced from OneMeta’s Form 10-Q.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

OneMeta Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

94770p105

(CUSIP Number)

Jeffrey Canter
250 W Spring St, Suite 921
Columbus, OH, 43215
614-596-2888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 94770p105

1

Name of reporting person

Canter Jeffrey

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 94770p105

1

Name of reporting person

WHPH AI, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 15,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: OneMeta Inc.
(c)	Address of Issuer's Principal Executive Offices: 1 HAMPSHIRE COURT, NEWPORT BEACH,, CALIFORNIA , 92660.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed jointly by the following persons (the "Reporting Persons"): Jeffrey Canter ("Mr. Canter") and WHPH AI LLC ("WHPH"). Mr. Canter owns 100% of WHPH.
(b)	The address of the Reporting Persons is 250 W Spring St, Suite 921, Columbus, OH 43215
(c)	Mr. Canter presently is Chief Customer Officer at RingCentral, Inc., 20 Davis Drive, Belmont, California 94002.
(d)	During the last five years, the Reporting Persons have no t been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding have been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Canter is a citizen of the United States and WHPH has been formed under the laws of the State of Ohio.
Item 3.	Source and Amount of Funds or Other Consideration
	The funds used by the Reporting Persons to purchase the Note and the Warrant came from Mr. Canter's personal funds and WHPH's working capital
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the securities reported herein for investment purposes as part of Mr. Canter's personal investment strategy, for passive investment purposes and without the intent to effect any change in management or control of the Issuer. Except as described in this Item 4 or would occur upon completion of any of the transactions discussed herein, as of the date of this statement the Reporting Persons have no present plan or proposal that relates to or would result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	-
(b)	Pursuant to a Note and Warrant Purchase Agreement dated as of October 31, 2025 (the "NWPA"), the Issuer 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 includes 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 also 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. Mr. Canter owns 100% of WHPH and is the sole managing member and has sole voting and dispositive power over and may be deemed to beneficially own such shares held by WHPH. The Reporting Persons beneficially own 15,500,000 Shares, comprised of (i) 3,000,000 shares of Common Stock issuable upon exercise of the Warrant and (ii) 12,500,000 shares issuable upon conversion of the Note. The percentage ownership set forth on Row 13 of the cover pages hereto is calculated based on 38,090,943 shares of Common Stock outstanding as of November 14, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the period ended September 30, 2025. The information relating to the direct ownership of shares of Common Stock by the Reporting Persons set forth in Rows 7 through 13 of the cover pages is incorporated herein by reference. The Reporting Persons beneficially own 15,500,000 Shares, comprised of (i) 3,000,000 shares of Common Stock issuable upon exercise of the Warrant described herein and (ii) 12,500,000 shares issuable upon conversion of the Note described herein.
(c)	There were no transactions in the Shares that were effected during the past 60 days.
(d)	To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Schedule 13D.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	In connection with the NWPA described herein and the related Note and Warrant, the Issuer and WHPH entered into a security agreement and patent security agreement whereby WHPH received a security interest in certain assets of the Issuer, and the Issuer and WPHP also entered into a registration rights agreement which provides for customary "demand" and "piggyback" registration rights for WHPH, all as further described in the Issuer's Current Report on Form 8-K filed November 7, 2025.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement between the Reporting Persons (set forth on the signature page to this Statement and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Canter Jeffrey

Signature:	/s/ Jeffrey Canter
Name/Title:	Jeffrey Canter, Manager of WHPH AI, LLC
Date:	01/20/2026

WHPH AI, LLC

Signature:	/s/ Jeffrey Canter
Name/Title:	Jeffrey Canter, Manager of WHPH AI, LLC
Date:	01/20/2026

FAQ

How many OneMeta (ONEI) shares do Jeffrey Canter and WHPH AI LLC beneficially own?

They beneficially own 15,500,000 shares of OneMeta Common Stock. This includes 12,500,000 shares issuable upon conversion of a convertible note and 3,000,000 shares issuable upon exercise of a warrant, representing 28.9% of the outstanding class based on company disclosures.

What are the terms of the convertible note held by WHPH AI LLC in OneMeta (ONEI)?

OneMeta issued WHPH a $1,000,0000 convertible note under an October 31, 2025 agreement. The note converts at $0.08 per share, bears 14% interest, and matures on October 31, 2028, creating 12,500,000 shares from principal before any interest-related shares.

What warrant rights does WHPH AI LLC hold in OneMeta (ONEI)?

WHPH holds a warrant to purchase up to 3,000,000 OneMeta shares of Common Stock. The warrant’s exercise price is $0.001 per share, it may be exercised at any time, and it expires on October 31, 2030, adding to the investor’s potential equity exposure.

What percentage of OneMeta (ONEI) does the 15,500,000-share position represent?

The beneficial ownership position represents 28.9% of OneMeta’s Common Stock. This percentage is calculated using 38,090,943 shares outstanding as of November 14, 2025, as disclosed in OneMeta’s Form 10-Q for the quarter ended September 30, 2025.

Is the OneMeta (ONEI) investment by Jeffrey Canter and WHPH AI LLC passive or activist?

The filing describes the investment as for passive investment purposes. It states the securities were acquired as part of Jeffrey Canter’s personal investment strategy without a present plan or proposal to change OneMeta’s management, control, or other key corporate structures.

What additional rights did WHPH AI LLC receive in connection with its OneMeta (ONEI) investment?

Alongside the note and warrant, WHPH received a security interest in certain OneMeta assets and a registration rights agreement. That agreement provides customary demand and piggyback registration rights, as further described in OneMeta’s Current Report on Form 8-K filed November 7, 2025.