C2 Blockchain, Inc. 8-K

What Happened

• C2 Blockchain, Inc. filed an 8-K disclosing two financings executed in February 2026. On February 5, 2026 the company entered into a $25,000 convertible promissory note (proceeds received Feb 11, 2026). On February 11, 2026 the company entered a subscription agreement to sell 250,000 common shares at $0.04 each for $10,000 (issuance pending transfer agent processing).

Key Details

• Convertible Note: $25,000 principal, 10% annual interest, maturity August 5, 2026 (may convert or be prepaid earlier only with holder consent).
• Conversion terms: holder may convert principal + accrued interest into common stock at either a fixed $0.01 per share or a variable price equal to 50% of the lowest trading price during the 10 trading days prior to conversion (holder may select the lower price).
• Ownership limit and reserve: conversions limited so holder (and affiliates) cannot exceed 4.99% ownership; the company agreed to reserve sufficient authorized shares to allow full conversion.
• Stock sale and registration: 250,000 shares at $0.04 each for $10,000; securities were sold in a private placement relying on Section 4(a)(2) of the Securities Act and are not registered for resale.

Why It Matters

• Liquidity and near-term funding: the company raised $35,000 in gross proceeds, providing short-term cash. The note matures in roughly six months, so the company may need to repay, convert, or refinance by August 2026.
• Potential dilution: the convertible note allows conversion at very low prices (as low as $0.01 or a 50% discounted market price), which could be dilutive to existing shareholders if converted, although a 4.99% ownership cap limits the holder’s stake.
• Terms to watch: the note carries a default interest rate that can increase up to 24% per annum if default occurs (subject to law), and prepayment requires the holder’s consent—both relevant for investor risk assessment. The shares sold are unregistered, limiting immediate resale options for the purchaser.