Standard Dental Labs (TUTH) files two amendments to Asset Purchase Agreement

Rhea-AI Filing Summary

Standard Dental Labs Inc. amended its previously disclosed Asset Purchase Agreement with Brlit Dental Laboratory, Inc. by filing Amendment No. 2 dated April 20, 2026 and Amendment No. 3 dated April 24, 2026. The report states those amendments "did not otherwise amend, alter or revise any of the terms and conditions" of the January 30, 2026 Asset Purchase Agreement as previously disclosed in the Company's Form 1-K filed April 9, 2026.

The Form 1-U is submitted under Regulation A and is signed by James D. Brooks, President.

Insights

Corporate Counsel

Amendments to an APA were filed; they are described as limited in scope.

The filing lists Amendment No. 2 (effective April 20, 2026) and Amendment No. 3 (effective April 24, 2026) to the Asset Purchase Agreement dated January 30, 2026 between the company and Brlit Dental Laboratory, Inc.

Both amendments are stated to not otherwise alter the APA's terms. The filing references prior disclosure in the Form 1-K filed April 9, 2026. For contract specifics, review Exhibits 6.1 and 6.2 attached to the report.

Key Figures

Form type: Form 1-U Asset Purchase Agreement date: January 30, 2026 Amendment No. 2 effective: April 20, 2026 +3 more

6 metrics

Form type Form 1-U Current report pursuant to Regulation A

Asset Purchase Agreement date January 30, 2026 Original APA between the Company and Brlit Dental Laboratory, Inc.

Amendment No. 2 effective April 20, 2026 Effective date listed for Amendment No. 2

Amendment No. 3 effective April 24, 2026 Effective date listed for Amendment No. 3

Prior disclosure Form 1-K filed April 9, 2026 Previously disclosed APA in the Company's Form 1-K

Issuer address 424 E Central Blvd #308, Orlando, FL 32801 Principal executive offices listed on cover

Key Terms

Asset Purchase Agreement, Regulation A, Form 1-U, Amendment No. 2 / Amendment No. 3

4 terms

Asset Purchase Agreement legal

"entered into an Amendment No. 2 ... to its Asset Purchase Agreement"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Regulation A regulatory

"CURRENT REPORT PURSUANT TO REGULATION A"

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

Form 1-U regulatory

"FORM 1-U CURRENT REPORT PURSUANT TO REGULATION A"

Amendment No. 2 / Amendment No. 3 legal

"Amendment No. 2 to the Asset Purchase Agreement ... Amendment No. 3 to the APA"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

CURRENT REPORT PURSUANT TO REGULATION A

Date of Report (Date of Earliest Event Reported):

April 24, 2026 (April 24, 2026)

Standard Dental Labs Inc.
(Exact name of issuer as specified in its Certificate of Formation)
Nevada	88-0411500
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
424 E Central Blvd #308, Orlando, FL 32801, USA
(Full mailing address of principal executive offices)
407-789-1923
(Issuer’s telephone number)

Common Stock

(Title of each class of securities issued pursuant to Regulation A)

Item 1. Fundamental Changes

On April 24, 2025, Standard Dental Labs Inc. (the “Company”) entered into an Amendment No. 2, dated effective April 20, 2026 (“Amendment No. 2”), to its Asset Purchase Agreement with Brlit Dental Laboratory, Inc. (the “Seller”) dated January 30, 2026 (the “APA”). Pursuant to Amendment No. 2:

1. Section 2.1 of the APA was amended to provide that the number of shares of common stock of the Company (the “Shares”) to be issued to the Seller was amended to be a fixed number of 1,200,000 Shares (the “Consideration Shares”). Previously, the number of Shares was calculated using the $600,000 share value and a price per share based on the 5-day volume weighted average price of the Shares as quoted on the OTCQB. The Consideration Shares are subject to a one-time post closing adjustment 90 days after the closing. If the price of the Shares as quoted on the OTCQB in the 90-day period following the closing does not close on any single trading day at or above $0.50 per shares, then the Company will issue such additional number of common shares equal to the difference betweeSn (A) the quotient of (i) $600,000 divided by (ii) the highest closing price of the Common Shares as quoted on the OTCQB in the 90-day period following the Closing, less (B) 1,200,000 (the “Adjustment Shares”).

2. Section 8.2(a) of the APA was amended to extended the end date of the APA from Janaury 30, 2026 to May 7, 2026 (the “End Date”).

On April 24, 2025, the Company entered into an Amendment No. 3, dated effective April 24, 2025 (Amendment No. 3), to the APA. Pursuant to Amendment No. 3:

1. Section 8.2(a) of the APA was amended to change the End Date from May 7, 2026 to May 6, 2026.

Other than the amendments stated above, Amendments No. 2 and No. 3 did not otherwise amend, alter or revise any of the terms and conditions of the Asset Purchase Agreement, as previously disclosed in the Company’s Form 1-K filed with the Commission on April 9, 2026.

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STANDARD DENTAL LABS INC.

By:  /s/ James D. Brooks                        

      James D. Brooks

      President

Date:     April 24, 2026

Exhibit Index

Exhibit No.		Description
6.1		Amendment No. 2 to Asset Purchase Agreement, by and between the Company and Seller, dated April 20, 2026
6.2		Amendment No. 3 to the Asset Purchase Agreement by and between the Company and Seller, dated April 24, 2026

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FAQ

What did TUTH disclose in its Form 1-U about the Asset Purchase Agreement?

TUTH disclosed Amendment No. 2 dated April 20, 2026 and Amendment No. 3 dated April 24, 2026 to its Asset Purchase Agreement with Brlit Dental Laboratory, Inc. The filing states both amendments did not otherwise change the APA's terms.

Who signed the Form 1-U for Standard Dental Labs Inc. (TUTH)?

James D. Brooks, President, signed the Form 1-U on behalf of Standard Dental Labs Inc. The signature block appears at the end of the filing, dated April 24, 2026.

Where can I find the full text of the amendments referenced in TUTH's report?

The Form 1-U lists Exhibits 6.1 (Amendment No. 2 dated April 20, 2026) and 6.2 (Amendment No. 3 dated April 24, 2026). Review those exhibits for the amendment language and any operative changes.

Does the filing state whether the amendments change purchase terms or consideration?

The filing states the amendments "did not otherwise amend, alter or revise any of the terms and conditions" of the Asset Purchase Agreement. No specific changes to purchase terms or consideration are described in the excerpt.

What Regulation covers this Form 1-U filing by TUTH?

This report is filed pursuant to Regulation A. The cover identifies the filing as a Form 1-U Current Report submitted under Regulation A requirements and includes the issuer's address and contact information.