Theralase (OTC: TLTFF) sells $72K in units, $96K still open

Rhea-AI Filing Summary

Theralase Technologies Inc. (TLTFF) filed a Form D to report a private offering of equity and related securities under Rule 506(b) of Regulation D. The issuer is a biotechnology company incorporated in Ontario, Canada, in the health care industry group.

The offering consists of units, with each unit including 1 common share and 1 common share purchase warrant. Each warrant is exercisable to acquire 1 common share at CAD$0.32 until May 20, 2031. The total offering amount is described as the unit price of 417,000 × CAD$0.24 plus the exercise price of the shares underlying the warrants of 417,000 × CAD$0.32, with no guarantee that the warrants will be exercised. As of this notice, $72,298 USD has been sold and $96,397 USD remains available, and no finders’ fees have been paid.

Filing Explained

The complete notice leaves its use of proceeds unresolved: Item 16 reports no amount of gross proceeds used or proposed for the persons covered there, and the filing states no broader purpose, limiting what can be learned about how the financing will be applied.

Key Figures

Total Amount Sold: $72,298 USD Total Remaining to be Sold: $96,397 USD Unit Price Component: 417,000 × CAD$0.24 +5 more

8 metrics

Total Amount Sold $72,298 USD Amount of securities sold to investors in the exempt offering

Total Remaining to be Sold $96,397 USD Remaining amount of securities available in the offering

Unit Price Component 417,000 × CAD$0.24 Price of units in the offering used to compute total offering amount

Warrant Exercise Component 417,000 × CAD$0.32 Exercise price of shares underlying warrants sold in this offering

Warrant Exercise Price CAD$0.32 per share Exercise price per common share under each warrant, exercisable until May 20, 2031

Exchange Rate C$1.00 = US$0.7224 Exchange rate used to translate Canadian dollar amounts to U.S. dollars

First Sale Date 2026-08-24 Date on which the first sale in this offering occurred

Finders’ Fees $0 USD Reported amount of finders’ fees paid in connection with the offering

Key Terms

Form D, Rule 506(b), Regulation D, covered securities, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Rule 506(b) regulatory

"Federal Exemption(s) and Exclusion(s) Claimed ... Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

common share purchase warrant financial

"Each unit consists of 1 cm sh and 1 cm sh purchase wrt."

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

FAQ

What type of securities is THERALASE TECHNOLOGIES INC (TLTFF) offering in this Form D?

Theralase is offering units where each unit includes 1 common share and 1 common share purchase warrant. Each warrant allows the holder to buy 1 additional common share at CAD$0.32 per share until May 20, 2031.

How much has THERALASE TECHNOLOGIES INC (TLTFF) sold in this exempt offering?

Theralase reports that it has sold $72,298 USD of securities in this exempt offering so far, under Rule 506(b) of Regulation D.

What is the remaining amount available in THERALASE TECHNOLOGIES INC (TLTFF) offering?

The company discloses that $96,397 USD of securities remain to be sold in the current private offering.

What is the pricing structure of the THERALASE TECHNOLOGIES INC (TLTFF) units?

The total offering amount equals the unit price of 417,000 × CAD$0.24 plus the exercise price of the warrants of 417,000 × CAD$0.32. An exchange rate of C$1.00 = US$0.7224 is used.

Which exemption is THERALASE TECHNOLOGIES INC (TLTFF) using for this offering?

Theralase is relying on the federal private-offering exemption Rule 506(b) under Regulation D of the Securities Act for this securities offering.

Did THERALASE TECHNOLOGIES INC (TLTFF) pay any finders’ fees in this offering?

The company reports Finders’ Fees of $0 USD, indicating no finders’ fees have been paid in connection with this offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/31/2026 - 02:49 PM Accepted by SEC EDGAR 08/31/2026 - 02:48 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000923883

INTERSTAR MINING GROUP INC /FI

INTERSTAR MINING GROUP INC /FI

INTERSTAR GROUP INC.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

THERALASE TECHNOLOGIES INC /FI

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
THERALASE TECHNOLOGIES INC /FI
Street Address 1		Street Address 2
41 Hollinger Road
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Toronto	ONTARIO, CANADA	M4B 3G4	(416) 699-5273

3. Related Persons

Last Name	First Name	Middle Name
Dumoulin-White	Roger
Street Address 1	Street Address 2
41 Hollinger Road
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4B 3G4

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hachey	Kristina
Street Address 1	Street Address 2
41 Hollinger Road
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4B 3G4

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mandel	Arkady
Street Address 1	Street Address 2
41 Hollinger Road
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4B 3G4

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Perraton	Matthew
Street Address 1	Street Address 2
41 Hollinger Road
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4B 3G4

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bruder	Randy
Street Address 1	Street Address 2
41 Hollinger Road
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4B 3G4

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lbiati	Kaouthar
Street Address 1	Street Address 2
41 Hollinger Road
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4B 3G4

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Anderson	Guy
Street Address 1	Street Address 2
41 Hollinger Road
City	State/Province/Country	ZIP/PostalCode
Toronto	ONTARIO, CANADA	M4B 3G4

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-24				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Each unit consists of 1 cm sh and 1 cm sh purchase wrt. Each wrt is exercisable to acquire 1 cm sh at a price of CAD$0.32 until May 20, 2031.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$168,695	USD	or Indefinite
Total Amount Sold	$72,298	USD
Total Remaining to be Sold	$96,397	USD	or Indefinite

Clarification of Response (if Necessary):

Total Offering Amount = price of units (417,000xC$0.24) + exercise price of shares underlying wrts sold in this offering (417,000xC$0.32). No guarantee that the warrants will be exercised. Exchange rate of C$1.00=US $0.7224.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
THERALASE TECHNOLOGIES INC /FI	/s/ Kristina Hachey	Kristina Hachey	Chief Financial Officer	2026-08-31

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.