This is a distressed financing at predatory terms. The floating-rate conversion at 75% of the lowest bid price means Labrys Fund can convert at progressively lower prices as the stock declines, creating a death spiral. The $0.01/share stock sales confirm the company is desperate for cash. Expect continued dilution and downward price pressure. Avoid long positions unless a fundamental catalyst emerges that is not related to capital structure.
Price Chart
Executive Summary
C2 Blockchain issued a $120,000 convertible promissory note to Labrys Fund II, L.P. for net proceeds of $100,000, and separately sold 3.8 million shares of common stock at $0.01 per share for $38,000 in two private placements. The convertible note has a 10% interest charge, a 12-month maturity, and a deeply discounted conversion price (75% of the lowest closing bid over the prior 10 days), creating severe near-term dilution risk for existing shareholders.
Key Financial Metrics
Key Facts
- Issued $120,000 convertible promissory note to Labrys Fund II, L.P. on April 23, 2026, with net proceeds of $100,000 (reflecting $20,000 OID).
- Note carries a one-time 10% interest charge ($12,000) and matures April 23, 2027.
- Conversion price is 75% of the lowest closing bid price over the prior 10 trading days — a deeply dilutive floating-rate structure.
- Holder can convert after 180 days (or earlier upon payment default or share registration).
- Company must reserve at least 5,000,000 shares for conversion — a massive reserve relative to likely outstanding shares.
- Sold 3,000,000 shares at $0.01/share on April 28, 2026 for $30,000, and 800,000 shares at $0.01/share on April 30, 2026 for $8,000.
- Total gross proceeds from all transactions: $138,000 ($100,000 from note + $38,000 from stock sales).
- Note is unsecured and includes amortization payments starting October 23, 2026 ($66,000) through April 23, 2027.
- Upon default, amounts accelerate at 150% of outstanding balance.
Financial Impact
Total capital raised of $138,000 is trivial for any operating business, but the convertible note's 75%-of-lowest-bid conversion price and 5M+ share reserve will cause severe dilution at current or lower stock prices.
Risk Factors
- Severe dilution from convertible note conversion at deeply discounted floating price
- Death spiral dynamics — conversion at 75% of lowest bid incentivizes short selling by the note holder
- Cash burn continues with only $138,000 raised — likely needs additional dilutive financing soon
- OTC stock with no revenue disclosed — high risk of further deterioration
- Amortization payments ($66,000 due Oct 2026) may strain cash if no revenue materializes
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001882781-26-000029 |
| Document: form8k42326o.htm | 0001882781-26-000029 |
| Document: 0001882781-26-000029-index-headers.html | 0001882781-26-000029 |
| Document: 0001882781-26-000029-index.html | 0001882781-26-000029 |
| Document: 0001882781-26-000029.txt | 0001882781-26-000029 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 29, 2026 27d ago | NT 10-K | $0.0250 $0.0370 | ▼ −48.00% | ▼ −46.05% | $0.0298 (−19.20%) |
Jun 2, 2026 20w ago | 8-K | $0.0600 $0.0600 | · 0.00% | ▼ −2.96% | $0.0298 (+50.33%) |
May 5, 2026 24w ago | 8-K | $0.0600 $0.0600 | · 0.00% | ▲ +1.98% | $0.0298 (+50.33%) |
Apr 17, 2026 27w ago | 8-K | $0.0600 $0.0700 | ▲ +16.67% | ▲ +16.11% | $0.0298 (−50.33%) |
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