Collab Z Inc. 8-K

What Happened
Collab Z Inc. announced on Jan. 19, 2026 that it executed Securities Purchase Agreements to sell up to 1,250,000 shares of newly designated Series C Convertible Preferred Stock at $4.00 per share, for up to $5,000,000 in a private placement. The Company filed the Certificate of Designation for the Series C with the Nevada Secretary of State on Jan. 23, 2026. Closing of the issuance is expected on or about Feb. 2, 2026, and the company expects to use net proceeds for working capital and general corporate purposes.

Key Details

• Offering size: up to 1,250,000 Series C shares at $4.00 each (up to $5,000,000 aggregate).
• Conversion and economics: Series C converts into common stock at a price equal to 90% of the Company’s IPO (or other qualified public offering) price; stated value $4.00 per share; dividends accrue at 8% per year on the liquidation value.
• Seniority, rights and restrictions: Series C ranks senior to common stock and Series B, has a liquidation preference (return of stated value plus unpaid dividends), carries no voting rights, and is not registered for public trading.
• Escrow and IPO condition: Investor funds will be deposited into escrow (Continental Stock Transfer & Trust) and released to the Company only upon consummation of an IPO; if an IPO is not completed by Sept. 30, 2026, the Company must return investors’ purchase price within 10 business days (without interest).

Why It Matters
This filing signals a planned private financing that could provide up to $5.0M in capital, but the funds are contingent on a future IPO — they sit in escrow until an IPO closes. The Series C gives new investors senior economic rights (dividends and liquidation preference) and conversion at a discount to the IPO price, which can affect dilution and payout order at a liquidity event. For shareholders, the transaction changes the company’s capital structure (introducing a senior preferred series) and links this financing closely to the company’s ability to complete an IPO by Sept. 30, 2026.