UNLOCKD Opens $350K Reg A Offering at $0.0003/Share; Selling Shareholders Add $105K Overhang

summarizeSummary

UNLOCKD, Inc. filed a Regulation A offering to sell up to 1.17 billion shares at $0.0003 each, aiming to raise $350,000. Selling shareholders may also offload 350 million shares from convertible notes, adding dilution pressure. The company has no minimum raise and warns of substantial doubt about its ability to continue as a going concern.

check_boxKey Events · Financing and Capital Events · BFCH

• Company Offering Up to 1.17B Shares

  UNLOCKD is offering up to 1,166,666,667 shares at $0.0003 per share, aiming to raise up to $350,000 on a best-efforts basis with no minimum.

• Selling Shareholder Overhang

  Up to 350,000,000 shares underlying $231,500 of convertible notes may be sold by noteholders at $0.0003 per share, potentially generating $105,000 for selling shareholders and diluting existing holders.

• No Minimum Raise; High Risk

  The offering has no minimum; the company may receive minimal proceeds. Funds are not escrowed, and investors have no refund rights, risking total loss.

• Going Concern and Financial Distress

  The company had $0 cash as of March 31, 2026, no revenue, and an accumulated deficit of $5.5 million. The filing includes a going-concern warning.

auto_awesomeAnalysis · BFCH · Energy & Transportation

UNLOCKD is attempting to raise up to $350,000 by selling 1.17 billion shares at the current market price of $0.0003. There is no minimum, so the company could receive little to no capital. Simultaneously, noteholders can convert $231,500 of debt into 350 million shares and sell them into the same offering, creating a potential $105,000 overhang that dilutes existing holders without benefiting the company. The offering is a best-efforts, no-escrow deal — investors risk total loss with no refunds. The company has minimal cash, no revenue, and a going-concern warning, making this a high-risk capital raise that could significantly dilute existing shareholders if fully subscribed.