C2 Blockchain, Inc. 8-K

What Happened

• C2 Blockchain, Inc. announced two financing transactions by filing an 8-K on June 2, 2026. On May 22, 2026, the company issued a Promissory Note to Auctus Fund, LLC (Auctus) with $130,000 principal (issued for $117,000 purchase price) and one-time interest of $15,600; net proceeds to the company were $108,000 after fees. On May 28, 2026, the company entered a Securities Purchase Agreement with Leonite Fund I, LP (Leonite) and issued a Senior Secured Convertible Promissory Note with up to $1,200,000 principal (including $200,000 original issue discount), of which $100,000 was funded at closing; net proceeds from that closing were $93,000.

Key Details

• Auctus Note: $130,000 principal; issued for $117,000 (OID $13,000); one-time interest equal to 12% ($15,600) earned at issuance; maturity May 22, 2027; net proceeds to company $108,000 after $4,000 legal and $5,000 due diligence fees.
• Auctus conversion/warrants: Note convertible at a price equal to 60% of the lowest traded price during the 15 trading days before conversion (subject to adjustments); company also issued warrants exercisable for up to 5,200,000 shares at $0.05 per share.
• Leonite Note: Up to $1,200,000 principal (includes $200,000 OID), provides up to $1,000,000 funding; 10% annual interest; $100,000 funded at closing; $7,000 retained for legal fees; net proceeds $93,000.
• Leonite security and equity: Senior secured by a first-priority lien on substantially all company assets; initial conversion price $0.05 per share (subject to adjustment); company issued 1,000,000 restricted common shares as commitment shares and a warrant for up to 2,000,000 shares at $0.10 per share.

Why It Matters

• These transactions provide C2 Blockchain with immediate cash (combined net proceeds of $201,000) but carry significant dilution and financing cost features: original issue discounts, prepaid/one-time interest, low conversion prices or large discount formulas, and multiple warrants and commitment shares that can increase outstanding share count materially if exercised or converted. The Leonite note is secured by substantially all company assets, which affects creditors’ and stockholders’ relative claims. Retail investors should note the short-term repayment/conversion mechanics and the potential for meaningful dilution if the notes and warrants are converted or exercised.