STOCK TITAN

Ynvisible Interactive (YNVYF) details $35K U.S. unit offering with warrants

(Neutral)
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Ynvisible Interactive Inc., a British Columbia corporation, is conducting an exempt private offering of securities in the United States under Rule 506(b) of Regulation D. The company reports annual revenue in the $1–$1,000,000 range.

The offering consists of units, each comprising one common share and one common share purchase warrant. Each warrant allows the purchase of one additional share at an exercise price of CDN$0.14 per share until July 3, 2029. As of a first sale date of July 3, 2026, the company has sold $35,209 USD of securities to U.S. investors.

The notice also lists $49,292 USD as the aggregate exercise price of all warrants sold in the United States, representing potential additional proceeds if all such warrants are exercised. U.S. dollar amounts are based on a Bank of Canada rate of USD$1 = CDN$1.4201, and no finders’ fees are reported.

Positive

  • None.

Negative

  • None.
Total Amount Sold $35,209 USD Gross proceeds from U.S. investors in the exempt offering
Total Remaining to be Sold $49,292 USD Aggregate exercise price of all warrants sold in the United States
Warrant Exercise Price CDN$0.14 per Share Price per share to be paid on exercise of each warrant
Exchange Rate USD$1 = CDN$1.4201 Bank of Canada average rate on July 3, 2026, used for U.S. dollar amounts
Date of First Sale July 3, 2026 Initial sale date for securities in the exempt U.S. offering
Warrant Expiration Date July 3, 2029 Final date on which warrants can be exercised
Issuer Revenue Range $1 - $1,000,000 Issuer’s self-reported annual revenue range category
Rule 506(b) regulatory
"Federal exemption claimed for the offering includes 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 exemption regulatory
"Certifying that the issuer is claiming a Regulation D exemption"
aggregate exercise price financial
"Total Remaining to be Sold represents the aggregate exercise price of all warrants"
covered securities regulatory
"If the securities are covered securities for purposes of NSMIA"
investment company under the Investment Company Act of 1940 regulatory
"Is the issuer registered as an investment company under the Investment Company Act of 1940"

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

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FAQ

What securities is Ynvisible Interactive (YNVYF) offering in this exempt U.S. deal?

Ynvisible Interactive is offering units, each consisting of one common share and one common share purchase warrant. Each warrant entitles the holder to buy one additional common share at CDN$0.14 per share until July 3, 2029.

How much has Ynvisible Interactive (YNVYF) raised from U.S. investors so far?

The company reports having sold $35,209 USD of securities to U.S. investors. This amount reflects gross proceeds from the exempt offering as of the first sale date of July 3, 2026, based on a Bank of Canada exchange rate.

What is the potential additional capital from warrant exercises for Ynvisible Interactive (YNVYF)?

The notice lists $49,292 USD as the aggregate exercise price of all warrants sold in the U.S. This represents potential additional proceeds if those warrants are fully exercised at CDN$0.14 per share before their July 3, 2029 expiration.

Under which exemption is Ynvisible Interactive (YNVYF) conducting this U.S. offering?

Ynvisible Interactive is relying on Rule 506(b) of Regulation D under the Securities Act. This exemption allows a private offering of securities, typically to accredited investors, without SEC registration while still requiring the Form D notice filing.

What revenue range does Ynvisible Interactive (YNVYF) report in this notice?

The issuer places itself in the $1–$1,000,000 annual revenue range. This category indicates relatively early-stage or small-scale operations, as disclosed in the issuer size section, rather than precise audited revenue figures.

When do Ynvisible Interactive (YNVYF) warrants issued in this offering expire?

Each warrant issued in the units is exercisable until July 3, 2029. Before that date, each warrant can be used to purchase one additional common share at an exercise price of CDN$0.14 per share, according to the terms described.

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
0001427728
NETWORK EXPLORATION LTD
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
YNVISIBLE INTERACTIVE INC.
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, 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
YNVISIBLE INTERACTIVE INC.
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6 604-638-7363

3. Related Persons

Last Name First Name Middle Name
HELMEL ALEXANDER
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
HENRIQUES INES
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Vice President of People, Culture and Corporate Affairs
Last Name First Name Middle Name
HEYDARPOUR RAMIN
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman, Chief Executive Officer
Last Name First Name Middle Name
LANGER ALEX
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
KOTT MICHAEL
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
KIAN KAMRAN
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
URQUHART DARREN
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
BAPTISTA CARLOS ALBERTO PINHEIRO
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer
Last Name First Name Middle Name
GOMES LUCIA
Street Address 1 Street Address 2
SUITE 830-1100 MELVILLE STREET
City State/Province/Country ZIP/PostalCode
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A6
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

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
X $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
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 2026-07-03 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 is comprised of one common share (Share) and one common share purchase warrant (Warrant). Each Warrant entitles the holder thereof to purchase one additional Share of the Company at an exercise price of CDN$0.14 per Share until July 3, 2029.

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 $84,501 USD
or Indefinite
Total Amount Sold $35,209 USD
Total Remaining to be Sold $49,292 USD
or Indefinite

Clarification of Response (if Necessary):

The US dollar amounts are based on the Bank of Canada average rate of exchange reported on July 3, 2026, which was USD$1=CDN$1.4201. Total Remaining to be Sold represents the aggregate exercise price of all warrants sold in the United States.

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
YNVISIBLE INTERACTIVE INC. /s/ Darren Urquhart Darren Urquhart Chief Financial Officer 2026-07-07

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.