C2 Blockchain, Inc. 8-K

What Happened

• C2 Blockchain, Inc. (CBLO) announced private securities transactions in an 8-K filed March 16, 2026. On March 9, 2026, the company entered a subscription agreement with an accredited investor to sell 3,000,000 common shares at $0.01 per share for $30,000 in gross proceeds.
• On March 11, 2026, the board approved issuing 4,500,000 shares of the Company’s Series A Preferred Stock to Levi Jacobson, the company’s sole officer and director. The Series A shares were issued under a private placement exemption and are convertible and highly voting under the company’s amended charter.

Key Details

• 3,000,000 common shares sold at $0.01 each for aggregate gross proceeds of $30,000 (subscription executed March 9, 2026).
• Board-approved issuance of 4,500,000 Series A Preferred shares to Levi Jacobson (approved March 11, 2026).
• Each Series A Preferred share: 100 votes per share and convertible into 100 common shares, per the Amended and Restated Articles filed March 5, 2026.
• All securities were offered and issued relying on the Section 4(a)(2) private placement exemption and are not registered under the Securities Act; no general solicitation was used.

Why It Matters

• These issuances are potentially dilutive: the Series A Preferred’s 100-to-1 voting and conversion terms give meaningful voting and conversion leverage relative to common shares outstanding.
• The cash raised from the common share sale is small ($30,000), so the transaction’s immediate capital impact is limited, while the preferred issuance concentrates economic and voting rights with the company’s sole officer/director.
• Investors should note the shares are unregistered and subject to resale restrictions; future conversions or additional issuances could affect control and share supply.