C2 Blockchain, Inc. 8-K

What Happened
C2 Blockchain, Inc. (CBLO) filed an 8‑K reporting that on February 17, 2026 and February 25, 2026 it entered into subscription agreements with accredited investors to sell an aggregate of 1,666,600 shares of common stock at $0.03 per share, generating gross proceeds of $49,997.99. The company received the proceeds and issued the shares in book‑entry form on or about those dates. The issuances were made under the Section 4(a)(2) exemption from registration and the shares have not been registered under the Securities Act.

Key Details

• Shares issued: 1,666,600 common shares.
• Price per share: $0.03; total gross proceeds: $49,997.99.
• Dates of subscription agreements: February 17, 2026 and February 25, 2026.
• Offering mechanics: Issued to accredited investors in reliance on Section 4(a)(2); no general solicitation; shares are unregistered and restricted from resale absent registration or an applicable exemption.
• Intended use of proceeds: General working capital and other general corporate purposes.

Why It Matters
This disclosure documents a small private capital raise and the issuance of additional common shares. For investors, the key points are the dilution from the new shares and that the securities are restricted (not freely tradable). The amount raised (~$50K) is modest, so its immediate financial impact on the company’s operations is likely limited, but shareholders should monitor total outstanding shares in future filings to assess dilution over time.