C2 Blockchain, Inc 8-K, filed Aug 20, 2025
C2 Blockchain, Inc. (CBLO)
About this 8-K
C2 Blockchain, Inc filed this 8-K on August 20, 2025, reporting on events of August 10, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Unless otherwise indicated or the context otherwise requires, references in this report to “we,” “us,” “our,” “C2 Blockchain,” or the “Company” refer to C2 Blockchain, Inc.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements, including statements regarding the intended use of proceeds from the private placement(s) and the Company’s future plans and expectations. These statements are based on current beliefs and assumptions and are subject to various risks and uncertainties, many of which are beyond the Company's control. Actual results may differ materially from those anticipated or implied in any forward-looking statement. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update or revise any such statements, except as required by applicable law, including the Securities Act of 1933 and the Securities Exchange Act of 1934.
Item 3.02 Unregistered Sales of Equity Securities
On August 10, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which the Company issued 1,000,000 shares of its restricted common stock at a purchase price of $0.03 per share, for gross proceeds of $30,000. The investor represented that the securities were being acquired for investment purposes and not with a view to distribution. The shares are subject to transfer restrictions and bear a restrictive legend. No underwriting discounts, commissions, or placement agent fees were paid in connection with the transaction. The Company intends to use the proceeds for general corporate purposes and working capital.
On August 14, 2025, the Company entered into a separate subscription agreement with an accredited investor pursuant to which it issued 12,500,000 shares of its restricted common stock at a purchase price of $0.02 per share, for gross proceeds of $250,000. The investor represented that the securities were being acquired for investment purposes and not with a view to distribution. The shares are subject to transfer restrictions and bear a restrictive legend. No underwriting discounts, commissions, or placement agent fees were paid in connection with the transaction. The Company intends to use the proceeds for general corporate purposes and working capital.
The issuances of the above securities were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder, based on the nature of the offerings and representations made by the investors regarding their status as accredited investors. The offerings did not involve any public offering and were conducted as private transactions
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
C2 Blockchain, Inc.
Dated: August 20, 2025
By: /s/ Levi Jacobson
Levi Jacobson
Chief Executive Officer
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