US SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 1-A
REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933
Preliminary Offering Circular dated June 22, 2026
An Offering Statement pursuant to Regulation A relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”). The information contained in this Offering Circular is subject to completion, revision, or amendment. These securities may not be sold, and offers to purchase may not be accepted, until the Offering Statement filed with the SEC has been qualified. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration, qualification, or compliance with applicable securities laws. We may satisfy our obligation to deliver a final Offering Circular by providing notice to investors within two business days following the completion of a sale. Such notice will include the internet address (URL) where the final Offering Circular, or the Offering Statement containing the final Offering Circular, may be accessed.
OBSIDIAN PRIME INC.
(Exact name of issuer as specified in its charter)
3130 Balfour Rd. Suite D
Brentwood, CA 94513
(310) 684-3844
c.stephens@theobsidianprime.com
Employer Identification Number
99-1086213
Investors may purchase equity in OBSIDIAN PRIME INC. at a price of $1.00 per share.
Each share is offered at a purchase price of $1.00. The minimum investment is $1.00, representing the purchase of one share. The shares being offered are Common Stock.
Maximum Offering Amount: 75,000,000 shares
Maximum Aggregate Offering: $75,000,000
OBSIDIAN PRIME INC. ("Obsidian Prime," the "Company," "we," "us," or "our"), a California corporation, is offering up to 75,000,000 shares of its Common Stock (the "Offered Shares") at a purchase price of $1.00 per share.
The shares offered pursuant to this Offering Circular are Common Stock. Holders of Common Stock are entitled to voting rights as provided in the Company’s Articles of Incorporation, Bylaws, and applicable California law. The Company currently has a single class of Common Stock being offered pursuant to this public offering. No preferred stock is currently issued or outstanding unless otherwise disclosed elsewhere in this Offering Circular.
Investors should carefully review this Offering Circular to understand the rights, preferences, restrictions, and limitations associated with ownership of the Offered Shares.
To purchase shares of the Company, investors will be required to provide payment and certain personal identifying information necessary to establish and maintain shareholder records. Such information will be maintained in the Company's shareholder records and capitalization table in accordance with applicable laws and regulations.
We are committed to transparency and believe that informed investors make better investment decisions. Our goal is to provide clear and accurate information regarding our business, operations, and objectives. If you have any questions regarding this Offering Circular or would like additional information about the Company, please contact us using the information provided herein.
Investing in OBSIDIAN PRIME
OBSIDIAN PRIME INC. is pleased to offer investors the opportunity to become shareholders in the Company through this cash-based investment offering.
Cash for Equity
Individuals may acquire shares of the Company through direct cash investments at the offering price described in this Offering Circular.
Benefits of Investing
By participating in this offering, investors become shareholders of OBSIDIAN PRIME INC. and have the opportunity to participate in the future growth and development of the Company.
Shares are being offered at a purchase price of $1.00 per share.
Prospective investors should carefully consider the risks associated with an investment in the Company and evaluate their investment objectives, financial circumstances, and risk tolerance before investing. Investors are encouraged to consult with their legal, tax, accounting, and financial advisors before making an investment decision.
We appreciate your interest in OBSIDIAN PRIME INC. and thank you for considering this investment opportunity.
The Company is offering shares of its Common Stock. These shares provide voting rights as set forth in the Company’s Articles of Incorporation, Bylaws, and applicable California law, and are entitled to dividend and liquidation rights as provided under the Company’s governing documents and applicable law.
These securities are speculative and involve a high degree of risk. An investment in the Company's securities should be considered only by persons who can afford the loss of their entire investment. See the section entitled "Risk Factors" beginning on page 4 of this Offering Circular.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THIS OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS OFFERING CIRCULAR OR ANY OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
The Company is utilizing the Offering Circular disclosure format available under Regulation A of the Securities Act of 1933, as amended.
No public market currently exists for the Company's securities, and the Company's shares are not listed or traded on any national securities exchange or stock market.
An investment in the Company's securities involves a high
degree of risk. Prospective investors should carefully review the Risk
Factors section before making an investment decision.
|
a single cash per share |
Total Maximum |
|
|---|---|---|
| Public Offering Price (1)(2)(4) | $ 1.00 | 75,000,000 |
| Underwriting Discounts and Commissions (3) | $ 0.00 | 0 |
| Consideration to Company | $ 1.00 | 75,000,000 |
The Company is conducting this offering on a continuous basis as described in the section entitled "Plan of Distribution."
This is a self-directed, best-efforts offering. The Company is offering its securities directly to investors and may accept subscriptions through online or other approved channels. Cash investments will be accepted in accordance with the terms of this Offering Circular. The Company reserves the right to accept or reject any subscription, in whole or in part, for any lawful reason. Proceeds received from accepted subscriptions will be used for the purposes described under "Use of Proceeds" in this Offering Circular. For additional information regarding the investment process, please refer to the section entitled "Procedures for Investing."
The Company is offering these securities without an underwriter.
The amounts shown do not include estimated offering expenses that may be incurred in connection with this offering. The Board of Directors has determined the offering price of $1.00 per share in its sole discretion based upon a variety of factors, including the Company's business plan, capital requirements, market conditions, and management's assessment of the Company's prospects. The offering price does not necessarily bear any relationship to the Company's assets, book value, net worth, earnings, or any other established measure of value and should not be considered indicative of the actual value of the Company's securities.
Investor Funds
This offering will accept cash investments from subscribers. There is no minimum offering amount and no escrow agent will be utilized. Investor funds will be deposited directly into an account designated by the Company and, upon acceptance of a subscription, may be used in accordance with the Use of Proceeds.
The Company is offering its securities on a best-efforts basis, and there is no minimum offering amount required. Upon acceptance of a subscription by the Company, investor funds will be handled in accordance with the procedures described in this Offering Circular.
Subscriptions accepted by the Company are generally irrevocable except as required by applicable law or as otherwise described in this Offering Circular. The Board of Directors, in its sole discretion, reserves the right to accept or reject any subscription, in whole or in part, for any lawful reason.
The securities offered pursuant to this Offering Circular are offered at a purchase price of $1.00 per share. The Company intends to use the proceeds received from accepted subscriptions for the purposes described under "Use of Proceeds."
Generally, no sale may be made to an investor in this offering if the aggregate purchase price paid by such investor exceeds 10% of the greater of the investor's annual income or net worth. Different standards apply to accredited investors and certain non-natural persons. Before making an investment, prospective investors should review Rule 251(d)(2)(i)(C) of Regulation A and consult with their professional advisors as appropriate.
Additional information regarding investing is available at www.investor.gov.
The offering of these securities will commence within two calendar days following the qualification of the Offering Statement by the Securities and Exchange Commission and will continue on an ongoing basis pursuant to Rule 251(d)(3)(i)(F) of Regulation A. This Offering is being conducted on a self-directed, "best-efforts" basis. The Company's officers and directors may participate in the offering of the securities on behalf of the Company but will not receive any commissions, compensation, or other remuneration for such activities. In conducting offering activities, the Company's officers and directors intend to rely upon the safe harbor from broker dealer registration provided by Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.
This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration, qualification, or compliance with applicable securities laws. Shares offered pursuant to this Offering Circular will be issued in exchange for cash consideration at the offering price of $1.00 per share. Following acceptance of a subscription and receipt of payment, the Company intends to issue shares to investors as promptly as practicable in accordance with applicable laws and the procedures described in this Offering Circular.
Prospective investors should be aware that investment limitations may apply under Regulation A. In general, non-accredited investors are subject to certain investment limitations based upon their annual income or net worth. Different standards may apply to accredited investors and non-natural persons. Investors are encouraged to review Rule 251(d)(2)(i)(C) of Regulation A and consult their professional advisors before investing.
The securities offered hereby are speculative and involve a high degree of risk. Prospective investors should carefully review this Offering Circular, including the section entitled "Risk Factors," before making an investment decision.
The date of this Offering Circular is June 22, 2026.
No money or other consideration is being solicited, and if sent in response, will not be accepted. No offer to buy securities can be accepted and no part of the purchase price can be received until the offering statement filed by the Company with the Securities and Exchange Commission is qualified. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance given after the qualification date
IMPORTANT NOTICE
RISK FACTORS
BUSINESS
INDUSTRY OVERVIEW
TARGET MARKET
COMPETITIVE LANDSCAPE
TECHNOLOGY PLATFORM
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT
EXECUTIVE COMPENSATION
PRINCIPAL SHAREHOLDERS
DILUTION
USE OF PROCEEDS
PLAN OF DISTRIBUTION
TRANSFER AGENT
SUBSCRIPTION PROCEDURES
LIQUIDITY
FINANCIAL STATEMENTS
PART III - EXHIBITS
An investment in the Company's securities involves a high degree of risk. You should carefully consider the following risk factors, together with all other information contained in this Offering Circular, before making an investment decision.
FUTURE CAPITAL REQUIREMENTS
The Company may require additional capital in the future to expand its operations. There can be no assurance that additional financing will be available on acceptable terms, if at all. If additional capital is not available, the Company may be required to scale back or discontinue operations.
DEVELOPMENT STAGE AND LACK OF OPERATING HISTORY
Obsidian Prime Inc. is an early-stage technology company with limited operating history. The Company has not yet launched its platform commercially. As a result, there is limited historical information upon which to evaluate the Company's business, prospects, or likelihood of success.
NO REVENUE AND GOING CONCERN UNCERTAINTY
The Company has not generated revenue since inception and has not commenced commercial operations. As disclosed in the audited financial statements, the Company will require additional capital to fund platform development, marketing initiatives, and general operating activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue operations will depend upon its success in raising capital and implementing its business plan.
UNPROVEN BUSINESS MODEL
The Company's business model is based on developing a performance-based marketing and crowdsourcing platform. This model has not yet been implemented by the Company at scale. There can be no assurance that merchants or affiliates will adopt the platform or that sufficient transaction volume will be generated to support revenue.
PLATFORM DEVELOPMENT RISK
The Company's success depends on its ability to design, develop, and deploy a functional and scalable digital platform. The platform is currently under development. Delays, technical challenges, or cost overruns could materially impact the Company's ability to launch and operate its platform.
DEPENDENCE ON USER ADOPTION
The Company's business model depends on attracting both merchants and affiliates. If the Company fails to attract a sufficient number of users or fails to achieve adequate transaction activity, the Company may not generate meaningful revenue.
HIGHLY COMPETITIVE INDUSTRY
The Company operates in a highly competitive industry that includes established digital advertising platforms, affiliate marketing networks, and influencer marketplaces. Many competitors have significantly greater financial resources, brand recognition, and user bases than the Company.
RELIANCE ON A SINGLE OFFICER AND DIRECTOR
The Company is currently managed by a single officer and director, Cynthia Stephens. The loss of her services could have a material adverse effect on the Company's business and operations. The Company intends to expand its management team as capital is raised; however, there can be no assurance that qualified personnel will be available.
NO PUBLIC MARKET FOR SECURITIES
There is currently no public market for the Company's securities, and there can be no assurance that one will develop.
Investors may not be able to resell their securities and should be prepared to hold their investment indefinitely.
IMMEDIATE DILUTION
Investors in this offering will experience immediate dilution. The offering price per share exceeds the current net tangible book value per share of the Company's Common Stock.
BEST EFFORTS OFFERING WITH NO MINIMUM
The offering is being conducted on a "best efforts" basis with no minimum amount required to be raised. As a result, the Company may raise less than the maximum offering amount and may not have sufficient funds to fully implement its business plan. If the Company raises less than the maximum offering amount, it will scale operations proportionally.
NO ESCROW; NO MINIMUM OFFERING AMOUNT
This offering is being conducted on a "best efforts" basis with no minimum offering amount, and the Company will not utilize an escrow agent. Investor funds will be deposited directly into an account designated by the Company and, upon acceptance of a subscription, may be used immediately by the Company in accordance with the Use of Proceeds. Because there is no minimum and no escrow, investors have no assurance that any other investor will purchase shares, and funds are available to the Company as soon as a subscription is accepted rather than being held pending the achievement of any offering threshold.
REGULATORY AND COMPLIANCE RISKS
The Company's operations may be subject to various laws and regulations, including those relating to advertising, data privacy, consumer protection, and electronic payments. Changes in applicable laws or failure to comply with regulations could result in increased costs, penalties, or restrictions on the Company's operations.
INDEPENDENT CONTRACTOR CLASSIFICATION RISK
The Company intends to treat affiliates as independent contractors. Regulatory authorities may challenge this classification, which could result in liabilities, penalties, or additional costs if affiliates are reclassified as employees.
DATA PRIVACY AND TECHNOLOGY RISKS
The Company's platform is expected to process user data and transaction information. Security breaches, data loss, or failure to comply with data protection laws could harm the Company's reputation and result in legal liability.
USE OF PROCEEDS DISCRETION
The Company intends to use the net proceeds from this Offering to develop and commercialize its affiliate marketing platform, expand operations, recruit affiliates and merchants, and provide working capital for future growth. The following represents management's current estimate of the use of proceeds if the maximum offering amount is sold.
Platform Development and Technology Infrastructure – $30,000,000 (40%)
The Company intends to allocate a substantial portion of the proceeds toward the development, deployment, and enhancement of its technology platform, including:
• Software engineering and application development
• Mobile application development
• Cloud hosting, infrastructure, and cybersecurity
• Platform testing, quality assurance, and optimization
• Data analytics and reporting systems
• Technology licensing and integration services
Marketing and Merchant Acquisition – $22,500,000 (30%)
The Company intends to utilize proceeds to build brand awareness and acquire merchants and customers through:
• Digital advertising campaigns
• Search engine marketing and optimization
• Social media marketing
• Public relations and branding initiatives
• Strategic partnerships and business development
• Merchant onboarding and support programs
Affiliate Network Development – $7,500,000 (10%)
The Company intends to expand and support its affiliate marketing network through:
• Affiliate recruitment programs
• Training and educational resources
• Affiliate support and engagement initiatives
• Performance incentive programs
• Community development activities
Working Capital and General Corporate Purposes – $15,000,000 (20%)
The remaining proceeds are expected to be used for:
• Administrative and operational expenses
• Personnel recruitment and compensation
• Professional fees, including legal, accounting, and compliance
costs
• Corporate governance and reporting requirements
• General working capital needs
• Strategic opportunities that may arise in the ordinary course of
business
Management will retain broad discretion over the application of proceeds. Actual expenditures may vary depending on market conditions, operational requirements, strategic opportunities, and the amount of proceeds ultimately raised in this Offering. If less than the maximum offering amount is raised, the Company intends to prioritize platform development, regulatory compliance, and working capital requirements.
Obsidian Prime Inc. is an early-stage technology company engaged in the business of marketing products and services on behalf of third-party businesses through a performance-based affiliate marketing network. The Company intends to develop and operate a digital platform that connects businesses seeking customer acquisition and promotion with independent affiliates who market products and services through online and offline channels. Affiliates are compensated based on measurable results such as sales, leads, or other performance metrics.
AFFILIATE COMMISSION STRUCTURE
Merchants list products or services on the platform and establish commission rates payable to affiliates. When a customer completes a transaction through an affiliate's referral link or promotional method, the merchant pays a commission to the Company. The Company retains a portion of the commission as a platform fee and distributes the remaining portion to the affiliate.
Affiliates are independent contractors and are not employees of the Company. The Company does not control the manner or means by which affiliates conduct their promotional activities.
PLATFORM DESCRIPTION
The Company intends to develop a scalable digital platform with functionality that may include:
Merchant tools, including campaign creation, commission management, and performance analytics.
Affiliate tools, including campaign discovery, referral tracking links, and conversion analytics.
Tracking and attribution systems, including referral links, session identifiers, promotional codes, and transaction reporting systems.
The platform is expected to be developed in phases and may evolve over time based on user adoption, technological requirements, and market conditions.
REVENUE MODEL
The Company expects to generate revenue through multiple sources, including:
Transaction-based commissions: A percentage of successful transactions generated through affiliate activity.
Merchant subscription fees: Recurring fees for access to platform tools and services
Premium services: Optional fees for enhanced campaign visibility, analytics, and data insights
The Company's ability to generate revenue will depend on successful platform development, merchant adoption, affiliate participation, and transaction volume.
DEVELOPMENT STAGE STATUS
Obsidian Prime Inc is an early-stage technology company with limited operating history. The likelihood of the Company's success must be considered in light of the risks, expenses, delays, and uncertainties frequently encountered by early-stage companies. There can be no assurance that the Company will successfully develop its platform, attract users, or achieve profitability.
COMMISSION FLOW EXAMPLE
A vendor lists a product and sets a commission rate. A customer purchases the product through an affiliate referral link. The vendor pays a commission to the platform. The platform retains a portion of the commission and distributes the remainder to the affiliate.
Obsidian Prime operates within the performance marketing and digital advertising industry, which has grown rapidly with e-commerce, social media, and the creator economy.
The Company competes with affiliate networks, digital advertising platforms, and influencer marketplaces. The Company differentiates itself by focusing on newly formed businesses and integrating crowdsourced insights.
The Company intends to develop an online platform with vendor management tools, affiliate marketplace functionality, transaction tracking, reporting, and payment systems designed for scalability.
The Company is newly formed and has not generated revenue. Activities to date have consisted of organizational activities, business planning, and initial platform development. Management intends to focus on platform development, merchant and affiliate recruitment, and operational scaling during the first 24 months following this offering.
Cynthia Stephens - Chief Executive Officer and Director
No compensation has been paid to date. Future compensation arrangements will be determined by the Board of Directors.
The Company intends to use the net proceeds from this offering for the following purposes:
Platform Development (40% - $ 30,000,000): Design, development, testing, and deployment of the Company's digital platform, including software engineering, infrastructure, and security systems.
Marketing and Merchant Acquisition (30% - $ 22,500,000): Digital marketing campaigns, brand development, and outreach efforts to attract merchants and early users.
Affiliate Recruitment (10% - $ 7,500,000): Incentive programs and onboarding initiatives to build a base of independent affiliates and contributors.
Working Capital and General Corporate Purposes (20% - $ 15,000,000): Administrative expenses, legal and compliance costs, and general operational support.
The Company expects these funds to support operations for approximately 12-24 months. Actual allocation may vary depending on market conditions and operational needs.
The Company is offering the shares on a "best efforts" basis without the use of an underwriter. The offering will be conducted primarily through the Company's online platform and digital communications.
The Company may accept subscriptions directly from investors through its website or other authorized channels. Investors will be required to complete a subscription agreement and provide required personal and financial information necessary to determine eligibility under Regulation A.
There is no escrow agent and no minimum offering amount. Investor funds will be deposited directly into an account designated by the Company. Upon acceptance of a subscription by the Company, the Company may use the proceeds in accordance with the Use of Proceeds.
The Company may engage registered broker-dealers, or other intermediaries in the future; however, no such arrangements are currently in place. Any such engagement will be conducted in compliance with applicable securities laws and regulations.
The Company will comply with the investment limitations applicable to non-accredited investors under Regulation A. Non- accredited investors will be limited to investing no more than 10% of the greater of their annual income or net worth, as required by Rule 251(d)(2)(i)(C).
The Company will not utilize an escrow agent, and there is no minimum offering amount. The Company may raise substantially less than the maximum offering amount. If only a portion of the offering is completed, the Company will scale its operations accordingly and may not be able to fully execute its business plan.
Colonial Stock
Transfer Company, Inc.
66 Exchange Place
Salt Lake City, Utah 84111
Telephone: (801) 355-5740
Colonial Stock Transfer Company, Inc. has been engaged to serve as the Company's transfer agent and registrar. The transfer agent will maintain the Company's shareholder records, process stock issuances and transfers, maintain ownership records, and perform related transfer agent services in accordance with applicable federal and state securities laws.
Investors seeking to purchase shares in this offering will be required to complete and execute a subscription agreement and provide all requested information necessary to verify eligibility.
As part of the subscription process, investors will be required to:
Provide identifying information for compliance with Know Your Customer (KYC) and anti-money laundering (AML) requirements.
Certify whether they are accredited or non-accredited investors
Represent that their investment does not exceed applicable investment limits under Regulation A
Subscriptions will be subject to acceptance by the Company. The Company reserves the right to accept or reject any subscription, in whole or in part, for any reason.
Investor funds will be transmitted directly to an account designated by the Company. There is no escrow agent and no minimum offering amount. Upon acceptance of a subscription by the Company, the funds may be used by the Company in accordance with the Use of Proceeds. If a subscription is rejected, investor funds will be returned without interest or deduction.
No subscription will be binding until accepted by the Company, and no securities will be issued until such acceptance.
The Company may utilize third-party payment processors or transfer agent systems to facilitate subscription processing: recordkeeping, and investor account management.
There is currently no public market for the Company's securities. The Company does not currently intend to list its securities on a national securities exchange immediately following qualification of this Offering. However, the Company may evaluate the possibility of seeking a listing on a national securities exchange in the future if it satisfies applicable listing requirements and management determines that such a listing is in the best interests of the Company and its shareholders. There can be no assurance that the Company will pursue a listing application, satisfy listing requirements, or obtain approval for listing on any national securities exchange.
INDEX TO FINANCIAL STATEMENTS FROM INCEPTION TO YEAR ENDED DECEMBER 31, 2025 |
|
|---|---|
| Description | Page |
| Independent Auditor's Report as of December 31, 2025 | F-1 |
| Balance Sheets (audited) as of December 31, 2025, and 2024 | F-2 |
| Income Statement (audited) for the years ended December 31, 2025, and 2024 and from inception through December 31, 2025 | F-3 |
| Statement of Changes in Stockholders' Equity (audited) for the period from inception through December 31,2025 | F-4 |
| Cash Flow Statement (audited) for the period from inception through December 31, 2025 | F-5 |
| Notes to the Financial Statements | F-6 |
May 17, 2026
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of:
Obsidian Prime Inc.
3130 Balfour Road, Suite D
Brentwood, CA 94513
OPINION ON THE FINANCIAL STATEMENTS We have audited the accompanying balance sheets of Obsidian Prime Inc (the "Company") as of December 31, 2025, and 2024, and the related statements of operations, changes in stockholders' equity, and cash flows for the period from January 18, 2024 (inception) through December 31, 2025, and the related notes to the financial statements (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the period from inception through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. |
|---|
BASIS FOR OPINION These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the AICPA. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly, we express no such opinion. An audit includes performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of risks of material misstatement. An audit also includes evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. |
GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has not commenced revenue-generating operations and has not generated revenue since inception. The Company will require additional capital to implement its business plan and fund future operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. /s/ Amjad Abu Khamis May 17, 2026 Certified Public Accountant, NH 08224 CF Audits LLC 159 Main St. STE 100 Nashua NH 03060 cpa@cfaudits.com. |
Balance Sheets as of December 31, 2025, and 2024
| Description | December 31,2025 | December 31, 2024 |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | $10,000 | $ 0 |
| Total Assets | $10,000 | $ 0 |
| Liabilities | ||
| Total Liabilities | $ 0 | $ 0 |
| Stockholders' Equity | ||
| Common Stock, no par value, 500,000,000 shares authorized; 10,000,000 shares issued and outstanding | $ 10,000 | $ 0 |
| Additional paid-in capital | $ 0 | $ 0 |
| Accumulated deficit | $0 | $ 0 |
| Total Stockholders' Equity | $10,000 | $ 0 |
| Total Liabilities and Stockholders' Equity | $10,000 | $ 0 |
Income Statement for the years ended December 31, 2025, and 2024 and from inception through December 31, 2025
| 2025 | 2024 | Inception to Dec 31, 2025 | |
|---|---|---|---|
| Revenue | $ 0 | $ 0 | $ 0 |
| Operating expenses | $ 0 | $ 0 | $ 0 |
| Net Loss | 2025 $0 |
2024 $0 |
Inception to Dec 31, 2025 $0 |
Statement of Changes in Stockholders' Equity from inception through December 31, 2025
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Equity |
|
|---|---|---|---|---|
| Inception (January 18, 2024) | $ 0 | $ 0 | $ 0 | $ 0 |
| Founder capital contribution | $10,000 | $ 0 | - | $10,000 |
| Net loss | - | - | $ 0 | $ 0 |
| Balance at Dec 31, 2025 | $10,000 | $ 0 | $ 0 | $10,000 |
Cash Flow Statement for the period from inception through December 31, 2025
Net cash used in operating activities: $0, Net cash provided by financing activities: $10,000 Net increase in cash: $10,000, Cash at beginning of period: $0,Cash at end of period: $10,000
Notes to the Financial Statements
The Company was incorporated in the State of California on January 18, 2024, and has not commenced revenue-generating operations. The Company is currently in the development stage and is focused on business planning, platform development, and capital formation activities. During the development stage, the Company issued 10,000,000 shares of Common Stock to its founder, Cynthia Stephens, in exchange for cash contributions
The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP).
The Company has not commenced revenue-generating operations and has not generated revenue since inception. The Company will require additional capital to implement its business plan and fund future operations. These conditions raise substantial doubt about its ability to continue as a going concern.
The Company has not incurred material operating expenses since inception.
EXHIBIT INDEX
EX1A-2A Articles of Incorporation of Obsidian Prime Inc (filed January 18, 2024, with the California Secretary of State, File No. 6057811)
EX1A-2B Bylaws of Obsidian Prime Inc (adopted by the Board of Directors)
EX1A-3 Specimen Common Stock Certificate
EX1A-12 Opinion of Counsel from Law Office of Renee Estelle Sanders, P.A. (dated June 22, 2026)
EX1A-4 Form of Subscription Agreement
EX1A-11 Consent of Independent Registered Public Accounting Firm from CF Audits LLC (dated May 17, 2026)
All exhibits listed above are filed herewith and incorporated by reference into this Offering Statement.
SIGNATURE
Pursuant to the requirements of Regulation A, the issuer has duly caused this offering statement to be signed on its behalf by the undersigned.
OBSIDIAN PRIME INC
By: /s/ Cynthia Stephens
Cynthia Stephens
Chief Executive Officer
Date: June 22, 2026
EX1A-2A CHARTER 1 articlesex2a.htm ARTICLES OF INCORPORATION
Filed with the California Secretary of State — File No. 6057811 — Date Filed: January 18, 2024
Corporation Name: OBSIDIAN PRIME INC.
Initial Street Address of Principal Office: 3130 Balfour Road, Suite D, Brentwood, CA 94513
Initial Mailing Address: 3130 Balfour Road, Suite D, Brentwood, CA 94513
Agent for Service of Process: Jeffrey Morton, 3130 Balfour Road, Suite D, Brentwood, CA 94513
Shares: The total number of shares the corporation is authorized to issue is 500,000,000.
Does the corporation have more than one class or series of shares? No.
Purpose Statement: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
Additional information and signatures set forth on attached pages, if any, are incorporated herein by reference and made part of this filing.
Electronic Signature: By checking this box, I acknowledge that I am electronically signing this document as the incorporator of the Corporation and that all information is true and correct.
/s/ Jeffrey Morton
JEFFREY MORTON, Incorporator
Date: 01/16/2024
STATE OF CALIFORNIA — Office of the Secretary of State
Received by California Secretary of State: 01/18/2024 7:15 AM (B2423-5174)
FILED — File No.: 6057811 — Date Filed: 1/18/2024
EX1A-2B BYLAWS 4 bylawsex2b.htm BYLAWS
BYLAWS
of
OBSIDIAN PRIME INC.
ARTICLE 1
Offices
1.1 Registered Office and Registered Agent: The registered office of the corporation shall be the same as listed on the articles of incorporation and at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office.
1.2 Other Offices: The Corporation may have other offices within or outside the State of incorporation at such place or places as the Board of Directors may from time to time determine.
ARTICLE 2
Shareholder's Meetings
2.1 Meeting Place: All meetings of the shareholders shall be held at the registered office of the corporation, or at such place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.
2.2 Annual Meeting Time: The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the first Saturday of May at the hour of 10 AM (Pacific Time).
2.3 Annual Meeting - Order of Business: At the annual meeting of shareholders, the order of business shall be as follows:
(a) Calling of the meeting to order.
(b) Proof of notice of meeting (or filing of waiver).
(c) Reading of minutes of last annual meeting.
(d) Report of officers.
(e) Reports of committees.
(f) Election of directors.
(g) Miscellaneous business.
2.4 Special Meetings: Special meetings of the shareholders for any purpose may be called at any time by the President, Board of Directors, or the holders of not less than one-tenth (10%) of all shares entitled to vote at the meeting.
2.5 Notice:
(a) Notice of the time and place of an annual meeting of shareholders shall be given by delivering personally, via email or by mailing a written or printed notice of the same, at least ten days, and not more than fifty days, prior to the meeting, to each shareholder of record entitled to vote at such meeting.
(b) At least ten days and not more than fifty days prior to the meeting, written or printed notice of each special meeting, and the purpose or purposes for which the meeting is called, shall be delivered personally, emailed or mailed to each shareholder of record entitled to vote at such meeting.
2.6 Voting Record: At least ten days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each, which record shall be kept on file at the registered office of the corporation for a period of ten days prior to the meeting. The records shall be kept open at the time and place of such meeting for the inspection of any shareholder.
2.7 Quorum: Except as otherwise required by law:
(a) A quorum at any annual or special meeting of shareholders shall consist of shareholders representing, either in person or by proxy, a majority of the outstanding capital stock of the corporation, entitled to vote at such meeting.
(b) The voters of a majority in interest of those present at any properly called meeting or adjourned meeting of shareholders at which a quorum as in this paragraph defined is present, shall be sufficient to transact business.
2.8 Closing of Transfer Books and Fixing Record Date: For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, the Board of Directors may provide that the stock transfer books shall be closed for a stated period not to exceed fifty days nor be less than ten days preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date to be not more than fifty days, and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.
2.9 Proxies: A shareholder may vote either in person or by proxy executed in writing by the shareholder, or his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
2.10 Action by Shareholders Without a Meeting: Any action required or which may be taken at a meeting of shareholders of the corporation, may be taken at a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the shareholders.
2.11 Waiver of Notice: A waiver of notice required to be given any shareholder, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice.
ARTICLE 3
Stock
3.1 Certificates: Certificates of stock shall be issued in numerical order, and each shareholder shall be entitled to a certificate signed by the President, or a Vice President, and the Secretary or Assistant Secretary, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of the transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer before the certificate is used, it may be issued by the corporation with the same effect as if the person were an officer on the date of issue.
3.2 Transfer: Transfers of stock shall be made only upon the stock transfer books of the corporation, kept at the registered office of the corporation or at its principal place of business, or at the office of its transfer agent or registrar; and before a new certificate is issued, the old certificate shall be surrendered for cancellation. The Board of Directors may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers or shares therein.
3.3 Registered Owner: Registered shareholders shall be treated by the corporation as the holders in fact of the stock standing in their respective names and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided below or by the laws of the State of incorporation. The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:
(a) The classification of shareholder who may certify.
(b) The purpose or purposes for which the certification may be made;
(c) The form of certification and information to be contained therein;
(d) If the certification is with respect to a record date or closing of the stock transfer books, the date within
which the certification must be received by the corporation; and
(e) Such other provisions with respect to the procedure as are deemed necessary or desirable.
Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.
3.4 Mutilated, Lost, or Destroyed Certificates: In case of any mutilation, loss or destruction of any certificate of stock, another may be issued in its place on proof of such mutilation, loss or destruction. The Board of Directors may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the corporation in such sum as they might determine or establish such other procedures as they deem necessary.
3.5 Fractional Shares or Scrip: The Corporation may:
(a) Issue fractions of a share which shall entitle the holder to exercise voting rights, to receive dividends
thereon, and to participate in any of the assets of the corporation in the event of liquidation;
(b) Arrange for the disposition of fractional interests by those entitled thereto.
(c) Pay in cash the fair market value of fractions of a share as of the time when those entitled to receive
such shares are determined; or
(d) Issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for the full
share upon surrender of such scrip aggregating a full share.
3.6 Shares of Another Corporation: Shares owned by the corporation in another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Board of Directors may determine or, in the absence of such determination, by the President of the Corporation.
ARTICLE 4
Board of Directors
4.1 Numbers and Powers: The management of all the affairs, property and interest of the corporation shall be vested in the Board of Directors, consisting of up to seven persons who shall be elected for a term of one year, and shall hold office until their successors are elected and qualified. Directors need not be shareholders or residents of the State of incorporation. In addition to the powers and authorities granted by these Bylaws, and the Articles of Incorporation expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.
4.2 Change of Number: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
4.3 Vacancies: All vacancies in the Board of Directors, whether caused by resignation, death or, otherwise, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.
4.4 Removal of Directors: At a meeting of shareholders called expressly for that purpose, the entire Board of Directors, or any member thereof, may be removed by a vote of the holders of a majority of shares then entitled to vote at an election of such shareholders.
4.5 Regular Meetings: Regular meetings of the Board of Directors or any committee may be held without notice at the registered office of the corporation or at such place or places, either within or without the State of California, as the Board of Directors or such committee, as the case may be, may from time to time designate. The annual meeting of the Board of Directors shall be held without notice immediately after the adjournment of the annual meeting of shareholders.
4.6 Special Meetings: Special meetings of the Board of Directors may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary or Treasurer, or any two or more directors.
4.7 Notice of Meetings: Unless the Articles of Incorporation provide otherwise, any regular meeting of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Any special meeting of the Board of Directors may be preceded by at least two days' notice of the date, time, and place of the meeting, but not of its purpose, unless the Articles of Incorporation or these Bylaws require otherwise. Notice may be given personally, by facsimile, by mail, or in any other manner allowed by law. Oral notification shall be sufficient only if a written record of such notice is included in the Corporation's minute book. Notice shall be deemed effective at the earliest of: (a) receipt; (b) delivery to the proper address or telephone number of the directors as shown in the Corporation's records; or (c) five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid. Notice of any meeting of the Board of Directors may be waived by any director at any time, by a signed writing, delivered to the Corporation for inclusion in the minutes, either before or after the meeting. Attendance or participation by a director at a meeting shall constitute a waiver of notice, unless the director promptly objects to holding the meeting or to the transaction of any business on the grounds that the meeting was not lawfully convened and the director does not thereafter vote for or assent to action taken at the meeting.
4.8 Quorum: A majority of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business.
4.9 Waiver of Notice: Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
4.10 Registering Dissent: A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
4.11 Executive and Other Committees: Standing or special committees may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by such Board. An Executive Committee may be appointed by resolution passed by a majority of the full Board of Directors. It shall have and exercise all of the authority of the Board of Directors, except in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending sale, lease or exchange or other disposition of all or substantially all the property and assets of the corporation otherwise than in the equal and regular course of business, recommending a voluntary dissolution or a revocation thereof, or amending the Bylaws. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
4.12 Remuneration: No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors. A fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meetings of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Members of standing or special committees may be allowed like compensation for attending committee meetings.
4.13 Loans: No loans shall be made by the corporation to the directors, unless first approved by the holders of two-thirds of the voting shares. No loans shall be made by the corporation secured by its own shares.
4.14 Action by Directors Without a Meeting: Any action required or which may be taken without a meeting of the directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
4.15 Action of Directors by Communications Equipment: Any action required or which may be taken at a meeting of directors, or of a committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.
ARTICLE 5
Officers
5.1 Designations: The officers of the corporation shall be a Chief Executive Officer, a President, one or more Vice-Presidents (one or more of whom may be Executive Vice-President), a Secretary and a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate, who shall be elected for one year by the directors at their first meeting after the annual meeting of shareholders, and who shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary.
5.2 The Chief Executive Officer (CEO): The CEO shall be in charge of day to day operation of the business and will make decisions to manage the business as approved by the Board of Directors.
5.3 The President: The President shall preside at all meetings of shareholders and directors, shall have general supervision of the affairs of the corporation, and shall perform all other duties as are incident to his office or are properly required of him by the Board of Directors.
5.4 Vice President: During absence or disability of the President, the Executive Vice-Presidents in the order designated by the Board of Directors, shall exercise all functions of the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.
5.5 Secretary and Assistant Secretaries: The Secretary shall issue notices for all meetings, except for notices for special meetings of shareholders and special meetings of the directors which are called by the requisite number of shareholders or directors, shall keep the minutes of all meetings, shall have charge of the seal and the corporate books, shall make such reports and perform other duties as are incident to his office, or are properly required of him by the Board of Directors. The Assistant Secretary, or Assistant Secretaries in the order designated by the Board of Directors, shall perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board of Directors.
5.6 The Treasurer: The Treasurer shall have the custody of all moneys and securities of the corporation and shall keep regular books of account. He shall disburse funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial condition of the corporation. The Assistant Treasurer, or Assistant Treasurers in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.
5.7 Delegation: In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.
5.8 Vacancies: Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.
5.9 Other Officers: Directors may appoint such other officers and agents as they shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
5.10 Loans: No loans shall be made by the corporation to any officer, unless first approved by the holders of two-thirds of the voting shares.
5.11 Term - Removal: The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
5.12 Bonds: The Board of Directors may, by resolution, require any and all of the officers to give bonds to the corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
5.13 Salaries: The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
ARTICLE 6
Dividends and Finance
6.1 Dividends: Dividends may be declared by the Board of Directors and paid by the corporation out of the unreserved and unrestricted earned surplus of the corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the corporation, subject to the conditions and limitations imposed by the State of incorporation. The stock transfer books may be closed for the payment of dividends during such periods of not exceeding fifty days, as from time to time may be fixed by the Board of Directors. The Board of Directors, however, without closing the books of the corporation, may declare dividends payable only to holders of record at the close of business, on any business day not more than fifty days prior to the date on which the dividend is paid.
6.2 Reserves: Before making any distribution of earned surplus, there may be set aside out of the earned surplus of the corporation such sum or sums as the directors from time to time in their absolute discretion deem expedient as a reserve fund to meet contingencies, or for equalizing dividends, or for maintaining any property of the corporation, or for any other purpose, and earned surplus of any year not set apart shall be at the disposal of the Board of Directors.
6.3 Depositories: The moneys of the corporation shall be deposited in the name of the corporation in such bank or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Directors.
ARTICLE 7
Notices
Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his last known address in the records of the corporation, with postage thereon prepaid.
ARTICLE 8
Seal
The corporate seal of the corporation shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the corporation. The procurement of a corporate seal shall be discretionary only, and is not required.
ARTICLE 9
Books and Records
The corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its shareholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time.
ARTICLE 10
Special Corporate Acts
10.1 Execution of Written Instruments: Contracts, deeds, documents, and instruments shall be executed by the President alone unless the Board of Directors shall, in a particular situation, designate another procedure for their execution.
10.2 Signing of Checks or Notes: Checks, notes, drafts, and demands for money shall be signed by the officer or officers from time to time designated by the Board of Directors.
10.3 Indemnification of Directors and Officers: The corporation shall indemnify any and all directors or officers or former directors or former officers or any person who may have served at its request as a director or officer of the corporation or of any other corporation in which it is a creditor, against expenses actually or necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding brought or threatened in which they, or any of them, are or might be made parties, or a party, by reason of being or having been directors or officers or a director or an officer of the corporation, or of such other corporation. This indemnification shall not apply, however, to matters as to which such director or officer or former director or officer or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of other rights to which those indemnified may be entitled, under any law, bylaw, agreement, vote of shareholders, or otherwise.
ARTICLE 11
Amendments
11.1 By Shareholders: These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the voting stock issued and outstanding at any regular or special meeting of the shareholders.
11.2 By Directors: The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of this corporation. However, any such alteration, amendment, or repeal of the Bylaws may be changed or repealed by the holders of a majority of the stock entitled to vote at any shareholders meeting.
11.3 Emergency Bylaws: The Board of Directors may adopt emergency Bylaws, subject to repeal or change by action of the shareholders, which shall be operative during any emergency in the conduct of business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster.
Adopted by resolution of the Corporation's Board of Directors on June 22, 2026.
OBSIDIAN PRIME INC.
By: /s/ Cynthia Stephens
Cynthia Stephens
Director and Chief Executive Officer
EX1A-11 CONSENT 5 consentex11.htm CONSENT OF INDEPENDENT AUDITOR
CF Audits LLC
Subject: Consent of Independent Auditor
Date: May 17, 2026
We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor's Report dated May 17, 2026 relating to the balance sheets of Obsidian Prime, Inc. as of December 31, 2025 and 2024, the related statements of operations, changes in stockholders' equity, and cash flows for the period from January 18, 2024 (inception) through December 31, 2025, and the related notes to the financial statements.
We also consent to the reference to us under the heading "Experts" in this Offering Statement.
/s/ Amjad N. I. Abu Khamis
Amjad N. I. Abu Khamis
Certified Public Accountant, NH 08224
CF Audits LLC
159 Main St. STE 100
Nashua, NH 03060
646-689-4725
cpa@cfaudits.com
EX1A-4 SUBS AGMT 6 subsagreex4.htm SUBS AGREEMENT
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING THROUGH THE WEBSITE MAINTAINED BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
INVESTORS WHO ARE NOT "ACCREDITED INVESTORS" (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS RELATING TO THE OFFERING (THE "OFFERING MATERIALS") AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR'S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR'S PROPOSED INVESTMENT.
THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED. THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES.
1. Subscription.
(a) The undersigned ("Subscriber") hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (the "Securities"), of OBSIDIAN PRIME INC., a California corporation (the "Company"), at a purchase price of $____ per share of Common Stock (the "Per Security Price"), upon the terms and conditions set forth herein.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the "Offering Circular") filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date, by the Company at its sole discretion. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber's subscription is rejected, Subscriber's payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber's obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 75,000,000 shares (the "Maximum Offering"). The Company may accept subscriptions until the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations (the "Termination Date"). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a "Closing Date").
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
2. Purchase Procedure.
(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement (which may be executed and delivered electronically), along with payment for the aggregate purchase price of the Securities by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods.
(b) Deposit of Funds. The proceeds of this offering will be deposited directly into an account designated by the Company. There is no minimum offering amount and no escrow agent will be utilized. Upon acceptance of a subscription by the Company, the Company may deposit the proceeds into its account and use them in accordance with the "Use of Proceeds" described in the Offering Circular. If a subscription is rejected in whole or in part, the Subscriber's funds (or the rejected portion) will be returned without interest or deduction.
3. Representations and Warranties of the Company. The Company represents and warrants to Subscriber that, as of each Closing Date: (a) the Company is duly formed, validly existing and in good standing under the laws of the State of California and has all requisite power and authority to execute and deliver this Subscription Agreement; (b) the issuance, sale and delivery of the Securities have been duly authorized by all necessary corporate action, and the Securities, when so issued, sold and delivered against payment therefor, will be duly and validly issued, fully paid and non-assessable; (c) the execution and delivery of this Subscription Agreement are within the Company's powers and have been duly authorized; (d) no governmental order, license, consent, authorization, approval or filing is required except as may be required under Regulation A or applicable state securities laws; (e) the capitalization of the Company is as set forth in the Offering Circular; (f) the financial statements in the Offering Circular fairly present in all material respects the financial condition of the Company; (g) the Company shall use the proceeds as set forth in "Use of Proceeds"; and (h) there is no pending or, to the Company's knowledge, threatened litigation that could materially impact the Company.
4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber represents and warrants, as of such Subscriber's Closing Date(s):
(a) Requisite Power and Authority. Subscriber has all necessary power and authority to execute and deliver this Subscription Agreement and to carry out its provisions, and this Subscription Agreement will be a valid and binding obligation of Subscriber.
(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act and are being offered and sold pursuant to an exemption from registration based in part upon Subscriber's representations herein.
(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges there is no public market for the Securities and no guarantee that a market for their resale will ever exist, must bear the economic risk of this investment indefinitely, and is able to bear the economic risk of losing the entire investment.
(d) Accredited Investor Status or Investment Limits. Subscriber represents that either (i) Subscriber is an "accredited investor" within the meaning of Rule 501 of Regulation D; or (ii) the purchase price, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth.
(e) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies and has had the opportunity to ask questions of and receive answers from the Company regarding the terms and conditions of this investment.
(f) Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value.
(g) Domicile. Subscriber maintains Subscriber's domicile at the address shown on the signature page.
(h) No Brokerage Fees. There are no claims for brokerage commission, finders' fees or similar compensation binding upon Subscriber.
(i) Issuer-Directed Offering; No Underwriter. Subscriber understands that the offering is being conducted by the Company directly and the Company has not engaged an underwriter or placement agent.
(j) Foreign Investors. If Subscriber is not a United States person, Subscriber has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Securities.
5. Survival of Representations. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement.
6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of California. Each of the Subscriber and the Company consents to the exclusive jurisdiction of any state or federal court of competent jurisdiction located within California, waives any defense of forum non conveniens, and irrevocably waives all right to trial by jury in any action arising out of or relating to this Subscription Agreement.
7. Notices. Notices relating to this Subscription Agreement shall be in writing and delivered personally, by registered or certified mail, or by email, to the Company at 3130 Balfour Road, Suite D, Brentwood, California 94513, and to a Subscriber at the address shown on the signature page.
8. Miscellaneous. This Subscription Agreement is not transferable or assignable by Subscriber; may not be modified except in a writing signed by the Company and Subscriber; is severable; supersedes all prior discussions and agreements; and may be executed in any number of counterparts, each of which will be deemed an original.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement as of the date written below.
No. of Shares to be Purchased: ____________________________________
Total Purchase Price ($): $___________________________________
Print Name and address of Investor: ____________________________________
Signature of Investor: ____________________________________
E-mail Address: _________________________
Accepted as of this _______ day of ___________________, 2026
OBSIDIAN PRIME INC.
By: _______________________________
Name: CYNTHIA STEPHENS
Title: Chief Executive Officer
3130 BALFOUR ROAD, SUITE D
BRENTWOOD, CALIFORNIA 94513
EX1A-12 OPN CNSL 2 legalopnex121.htm LEGAL OPN
LAW OFFICE OF RENEE ESTELLE SANDERS, P.A.
255 S. Lake Avenue, Suite 300
Pasadena, CA. 91101
(213) 373-6360
June 22, 2026
CYNTHIA STEPHENS, CEO
OBSIDIAN PRIME INC.
3130 BALFOUR RD. SUITE D
BRENTWOOD, CALIFORNIA. 94513
Re: Securities Qualified under Offering Statement on Form 1-A
Dear Ms. Stephens,
We have acted as special securities counsel to Obsidian Prime Inc., a California corporation (the “Company”), in connection with the preparation and filing of an Offering Statement on Form 1-A (as amended or supplemented, the “Offering Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offering of up to $75,000,000 in shares of the Company’s Common Stock, no par value per share (the “Shares”).
Documents Examined:
For purposes of rendering this opinion, we have examined the following documents:
The Offering Statement;
The Company’s Articles of Incorporation and all amendments thereto.
The Company’s Bylaws.
The exhibits attached to the Offering Statement.
Certificates of public officials.
Certificates of officers of the Company.
For purposes of our examination, we have assumed the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as copies, and the genuineness of all signatures. We have also relied upon certificates of public officials and, as to matters of fact material to this opinion, on certificates of officers of the Company without independent verification.
Opinion:
Based on the foregoing examination and assumptions, we are of the opinion that, assuming the Offering Statement has been qualified by the Securities and Exchange Commission, the Shares, when issued by the Company against payment therefor in accordance with the Offering Statement and the provisions of the Subscription Agreements, and when duly registered on the books of the Company's transfer agent and registrar in the name or on behalf of the purchasers, will be validly issued, fully paid, and non-assessable.
Jurisdiction:
We express no opinion as to the laws of any jurisdiction other than the laws of the State of California and the federal laws of the United States, as currently in effect.
Consent:
We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. This opinion is provided for your benefit in connection with the Offering Statement and may be relied upon by you and by people entitled to rely upon it pursuant to the applicable provisions of the Securities Act. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
Sincerely,
/s/: Renee Sanders
LAW OFFICE OF RENEE ESTELLE SANDERS, P.A.