MYCB 8-K
My City Builders, Inc. (MYCB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Soliciting material pursuant to Rule l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2) | |
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Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 – Unregistered Sales of Equity Securities
On December 1, 2025, My City Builders, Inc. (the “Company”) issued an aggregate of 1,650,000 shares of its common stock at a purchase price of $0.05 per share, for total gross proceeds of $82,500, to two accredited investors in a private placement transaction. The Company received the full purchase price for the shares.
The issuance of the shares was made without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The investors represented to the Company that they were “accredited investors” as defined in Rule 501(a) of Regulation D and were acquiring the securities for investment and not for distribution. No general solicitation or general advertising was used in connection with the offer or sale. The shares issued are “restricted securities” under Rule 144 and are subject to limitations on resale. The Company did not pay any underwriting discounts or commissions in connection with the transaction.
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SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
My City Builders, Inc. |
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By /s/ Yolanda Goodell |
| December 11, 2025 |
Yolanda Goodell |
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Its: Interim Chief Executive Officer |
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