Each one in plain English, with the numbers worked through for a shareholder.
12 Mar 2025capital raising announcement▼ Bad
On March 5, 2025 the company sold Alumni Capital a $60,000 note for $50,000 (a $10,000 discount), at 10% interest, due May 5, 2025. If the company defaults, Alumni can convert the note into shares at 60% of the lowest trading price over the prior 30 trading days, and interest rises to 22%. This is another short-term, discounted loan like the 1800 Diagonal notes. The filing's agreement and exhibit dates say May 5, 2025, which conflicts with the March 5 issue date; the filing does not explain this.
On January 14, 2025 the company signed a deal with an unnamed investor to buy up to $1.0 million of common stock at the company's option through December 31, 2025, at 75% of the lowest traded price over the prior five business days. The investor also got a five-year warrant (expiring January 14, 2030) worth 50% of the commitment, priced off a $5,000,000 company valuation. A resale registration statement was due by January 24, 2025, and the filing says about 6,653,359 shares would be issuable at $0.037575. Enclave Capital gets an 8.0% cash fee on each closing. This is a second share-sale line, running alongside the GHS $10 million line from December 31, 2024.
What it means for a shareholder
6.7m new shares at US$0.0376 to raise about US$250,000. That's 6.3% dilution: every existing holder's slice gets 6.3% smaller. If you held US$1,000 of shares (26,613 at the issue price), your slice goes from 0.0269% to 0.0252% of the company. To keep it you'd need 1,787 more shares - about US$67 at the issue price.
On January 10, 2025 GHS bought another 95 shares of Class B convertible preferred for $95,000 ($1,000 each), and received 10 more incentive preferred shares. This is a new round of the same GHS preferred financing that the filings described as fully drawn at $250,000 in late 2024. The company must file a resale registration statement within 30 days of closing, and paid Icon Capital $1,800 as placement agent (2.0% of proceeds). Conversion into common stock adds potential dilution.
On December 31, 2024 the company signed an equity line with GHS Investments (the same investor behind its 2024 Class B preferred financing), under which GHS is committed to buy up to $10.0 million of common stock at the company's choice over 24 months, at 80% of market price. The company must also issue 1,000,000 incentive shares at the first purchase and file a resale registration statement within 30 days; nothing can be sold until the SEC declares it effective. The filing says up to 379,787,879 shares could be issuable at $0.2648 per share, so full use would mean heavy dilution (inference). GHS is capped at 4.99% ownership, and the company can end the deal on 45 days' notice.
On October 30, 2024 GHS bought the final 50 Additional Shares of Class B preferred for $50,000, with a $1,000 fee to Icon. This completes the GHS preferred financing's additional closings: $250,000 in total paid for, in addition to the 100 incentive shares GHS received at the start.
On October 7, 2024 GHS bought a further 50 Class B preferred shares for $50,000 under the June 10 agreement, with a $1,000 fee to Icon. This is another tranche of the same convertible preferred financing, adding potential dilution.
8 Oct 2024capital raising announcement● NeutralMajor
On October 4, 2024 the company issued 3,231,975 common shares at $0.04 each to certain stockholders in exchange for $129,279 of loans and advances they had made. This includes 2,501,250 shares to Sze Tang (Albert) Li for $100,050 of loans, taking him to 31.59% of the common stock, and 366,250 shares to Horizon Private Fund (Tsz King Chan) for $14,650, leaving him at about 15.86%. The debt is wiped out but existing holders are diluted, and the largest holders (Li, who also got 23,110,000 shares at the merger) hold more.
On September 6, 2024 GHS bought another 50 Class B preferred shares for $50,000 under the June 10 agreement, with a $1,000 fee to Icon. This is the third $50,000 follow-on purchase (counting the initial closing, three of the five $50,000 tranches are done) and adds convertible preferred stock.
On August 15, 2024 the company took a second loan from 1800 Diagonal Lending: a $98,400 note for $82,000 (after a $16,400 discount), plus $7,000 of Diagonal's expenses reimbursed by the company. It carries $14,760 one-time interest, is repaid in five monthly payments from February 15, 2025 totalling $113,160, and matures June 15, 2025. After an event of default Diagonal can convert the debt to stock at 35% below the lowest trading price of the prior ten days (4.99% ownership cap), which could dilute shareholders. This follows the May 2024 Diagonal note.
On August 6, 2024 GHS bought a further 50 Class B preferred shares for $50,000 under the June 10 agreement, and the company paid Icon a $1,000 fee. This is the second $50,000 purchase (after the initial one) and is convertible into common stock, so it adds potential dilution while giving the company more working capital.
13 June 2024capital raising announcement▼ BadMajor
On June 10, 2024 the company agreed to sell up to 250 shares of Class B convertible preferred stock to GHS Investments at $1,000 each, for up to $250,000 in total, for general working capital. 50 shares were sold at the first closing for $50,000, and GHS also received 100 Class B preferred shares as an incentive; up to 200 more can be bought within a year, subject to conditions (including a common stock closing price above $0.01 for 30 trading days and an effective resale registration statement). Icon Capital Group is placement agent at a 2.0% fee ($1,000 paid on the first closing). A June 12 certificate of correction fixed typographical errors in the Class B preferred designation. The Class B preferred is convertible into common, so this adds potential dilution; this is the private placement notice filed on June 3 (inference).
On May 14, 2024 the company borrowed from 1800 Diagonal Lending LLC through a $123,050 note, receiving $107,000 after a $16,050 discount, for general working capital. It repays $137,816 in ten monthly payments of $13,781.60 from June 15, 2024, maturing March 15, 2025. After a default, Diagonal can convert the debt into common stock at a 35% discount to the lowest trading price over the prior ten days, which could dilute shareholders. This is the company's first reported debt since the merger, which previously showed none.
