AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”). INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR

DATED SEPTEMBER 28, 2026

Elf Labs, Inc.

1111 Brickell Avenue, 10^th Floor

Miami, Florida, 33131

www.elflabs.com

Up to 24,654,156 shares of Class B Common Stock

Including up to 4,109,026 Bonus Shares and 4,026,845 shares of Class B Common Stock to be sold by selling stockholders⁽⁵⁾

We are offering, on a “best efforts” basis, a maximum of 24,654,156 shares of Class B Common Stock, composed of 16,518,285 shares to be issued by the Company for cash consideration of up to $49,224,489, a maximum of 4,109,026 shares to be issued by the Company as “Bonus Shares” for no additional cash consideration to eligible investors in this offering based on certain criteria, and 4,026,845 shares to be sold by selling stockholders for up to $11,999,998, the proceeds from which will be received directly by the selling stockholders, and not by us.

The minimum investment in this offering is $998.30, or 335 shares of Class B Common Stock, plus an investor fee equal to 2.5% or $24.96; however, the Company may accept subscriptions for a lower amount and waive its investor fee in its sole discretion.

Bonus Shares are available to investors based on the criteria discussed below under “Plan of Distribution and Selling Securityholders.” Investors will pay full price for their securities, and if eligible may receive Bonus Shares equal to an amount that is 5% to 20% of the number of shares purchased. Those investors not eligible for the maximum value of Bonus Shares will experience additional dilution compared to investors receiving the maximum number of Bonus Shares. See “Dilution” on page 12.

The Company is selling shares of Class B Common Stock.

Sales of these Class B Common Stock will commence on approximately __________________, 2026, within two days of the qualification of this offering.

The price per share of Class B Common Stock has been arbitrarily determined by the Company.

This offering (the “Offering”) will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the offering is earlier terminated by the Company at its sole discretion. At least every 12 months after this Offering has been qualified by the Commission, the Company will file a post-qualification amendment to include the Company’s recent financial statements. The Offering covers an amount of securities that we reasonably expect to offer and sell within two years, although the Offering Statement of which this Offering Circular forms a part may be used for up to three years and 180 days under certain conditions.

This Offering does not have a minimum offering amount. The Company will not utilize a third-party escrow account for this offering, and all funds tendered by investors will be held in a segregated account until investor subscriptions are accepted by the Company and reviewed by DealMaker Securities. Once investor subscriptions are accepted by the Company and reviewed by DealMaker Securities, funds will be deposited into an account controlled by the Company.

THE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR 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.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)I(c) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This Offering is inherently risky. See “Risk Factors” on page 4.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

The Company has elected to delay complying with any new or revised financial accounting standard until the date that a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a)) is required to comply with such new or revised accounting standard, if such standard also applies to companies that are not issuers.

TABLE OF CONTENTS

As used in this Offering Circular, unless the context otherwise requires, the terms “Company”, “Elf”, “Elf Labs”, “we”, “our” and “us” refer to Elf Labs, Inc .and its consolidated subsidiaries, unless the context indicates otherwise.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SUMMARY

The following summary of certain information contained in this Offering Circular is not intended to be complete in itself. The summary does not provide all the information necessary for you to make an investment decision. You are encouraged to review the more detailed information in the remainder of the Offering Circular.

Elf Labs Company Overview

Elf Labs is an intellectual property and media company that was incorporated on December 14, 2006 under the name The Toon Studio, Inc., with the goal of creating entertainment franchises. The Company has a variety of current and planned products, including TV series, movies, consumer product licensing revenue, a mobile phone program, and interactive technology and experiences. The Company secured the copyrights to the original Junior Elf book portfolio, which contains some of the most notable IP in the children’s entertainment space, including characters such as Sleeping Beauty, Snow White, Cinderella, The Little Mermaid, and Rapunzel. The Company went on to create its own copyrights and trademarks featuring those same characters in both classic and reimagined versions. After a decade-long legal effort at the United States Patent and Trademark Office, including ultimately winning on appeal, Elf Labs built a portfolio of over 500 character assets.  

Offering Terms

The Commission requires that we identify risks that are specific to our business and financial condition. We are still subject to all the same risks that all companies in our business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Selected Risks Associated With The Business

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

Implications of Applicable Accounting and Reporting Requirements

The Company is not subject to the ongoing reporting requirements of the Exchange Act because it is not registering its securities under the Exchange Act. Rather, it will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

In addition, at any time after completing reporting for the fiscal year in which this offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, the Company may immediately suspend the Company’s ongoing reporting obligations under Regulation A.

The Company has elected to delay complying with any new or revised financial accounting standard until the date that a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a)) is required to comply with such new or revised accounting standard, if such standard also applies to companies that are not issuers.

If and when the Company becomes subject to the ongoing reporting requirements of the Exchange Act, and to the extent it is an issuer with less than $1.235 billion in total annual gross revenues during its last fiscal year, it will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company it:

●

will not be required to obtain an auditor attestation on its internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

The Company intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. The Company’s election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, the Company may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after the Company’s initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time should it no longer meet the definition of an emerging growth company. Note that this Offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the Offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that the Company would cease to be an “emerging growth company” if the Company has more than $1.235 billion in annual revenues, has more than $700 million in market value of its common stock held by non-affiliates, or issues more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to the Company due to the fact that it may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

RISK FACTORS

Risks Relating to our Business

We have a limited operating history upon which to evaluate our performance and have generated minimal profits and net income.

While we were first organized in 2006 we still have a limited operating history and have yet to consistently generate operating profits or net income. We have been generating revenue since inception, but we also continue to iterate on our products and technology and as such, cannot guarantee that our prior operating history will be indicative of our future operating results, or future products will be able to consistently generate revenue and operating profits.

Our audited consolidated financial statements for the fiscal years ended December 31, 2025 and 2024, have been prepared on a going concern basis.

The Company has suffered recurring losses from operations and, as of December 31, 2025, had a net loss for the year ended December 31, 2025, of $3,180,569, an operating cash outflow of $3,325,698, and liquid assets in cash of $388,821, which raises substantial doubt about its ability to continue as a going concern. The Company’s ability to continue as a going concern in the next twelve months following the date of the consolidated financial statements is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.

Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity  financing. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain enough additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

We may need to raise additional capital, which might not be available or might be available only on terms unfavorable to us or our investors.

In order to continue to operate and grow the business, we will likely need to raise additional capital beyond this current financing round by offering shares of our Common Stock and/or other classes of equity or by borrowing funds or offering debt securities. We cannot assure you that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds, if raised, would be sufficient. The level and timing of future expenditure will depend on a number of factors, many of which are outside our control. If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results or prospects.

We are expanding into content creation, a field in which we have limited experience

As we look to capitalize on the strength of our characters and develop ourselves as a new brand, we are working to develop content across several media platforms. While we have successfully leveraged our existing copyrights to generate revenue through licensing fees, content creation is a new field for us, and comes with the potential for unforeseen challenges as we work to develop our original series, website, and mobile game applications.

We are expanding into the mobile phone market, a field in which we have limited experience

As we look to capitalize on the strength of our characters and develop ourselves as a new brand, we are working to provide a family-friendly mobile offering that capitalizes on the strength of our IP to attract parents to the product as an appealing option for their child’s mobile phone plan. We plan to enter the mobile phone market by acting as a Mobile Virtual Network Operator (“MVNO”), setting up a new subsidiary, Elf Mobile, Inc. While we have successfully leveraged our existing copyrights to generate revenue through licensing fees, the MVNO industry is a new field for us, and comes with the potential for unforeseen challenges as we work to develop our mobile plan.

Our products are in development and have not yet been completed

Our development of new media featuring our characters is currently in development and has not been completed. There is the risk of unforeseen delays to production slowing down our timeline, which can delay our path to increased revenues and, potentially, profitability. These same risks exist as we work to develop our website and mobile gaming applications as well.

We rely on a small management team to execute our business plan.

Our senior management team is currently small and consists of only two members, David and Marianne Phillips. CEO David Phillips’s and Marianne Phillips’ experience and connections in the entertainment industry are vital for us to both grow as a company and to raise funds. Without them, we would struggle to navigate the industry and expand our product and licensing library. Additionally, we rely on David and Marianne to help raise funds for the Company until we are generating significant revenue to cover our costs and growth plans. As we continue to grow and scale our product, we might be required to raise debt or equity financing in order to develop our platform and effectively scale our product to meet demand.

We are relying on the existing strength of our IP to attract consumers to our products.

We are reliant on how much our characters resonate with the global audience. While we believe this is a reasonable assumption, shifts in perceptions of these characters, which is a factor outside of the control of the Company, could potentially have a negative impact on the strength and attractiveness of our products and our character library to consumers.

Protecting and defending against intellectual property claims may have a material adverse effect on our business.

Our ability to compete in the animated content and entertainment industry depends, in part, upon successful protection of our proprietary IP. We protect our property rights to our productions through available copyright and trademark laws and licensing and distribution arrangements with reputable companies in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited, or no, practical protection in some jurisdictions. It may be possible for unauthorized third parties to copy and distribute our productions or portions of our productions. In addition, although we own most of the music and IP included in our products, there are some titles which the music or other elements are in the public domain and for which it is difficult or even impossible to determine whether anyone has obtained ownership or royalty rights. It is an inherent risk in our industry that people may make such claims with respect to any title already included in our products, whether or not such claims can be substantiated. If litigation is necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and the resulting diversion of resources could have an adverse effect on our business, operating results or financial condition.

We cannot assure you that our original programming content will appeal to our distributors and viewers or that any of our original programming content will not be cancelled or removed from our distributors’ platforms.

Our business depends on the appeal of our content to distributors and viewers, which is difficult to predict. Our business depends in part upon viewer preferences and audience acceptance of our original programming content. These factors are difficult to predict and are subject to influences beyond our control, such as the quality and appeal of competing programming, general economic conditions and the availability of other entertainment activities. We may not be able to anticipate and react effectively to shifts in tastes and interests in markets. A change in viewer preferences could cause our original programming content to decline in popularity, which could jeopardize renewal of agreements with distributors. Low ratings or viewership for programming content produced by us may lead to the cancellation, removal or non-renewal of a program and can negatively affect future license fees for such program. If our original programming content does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of our original programming, we may have a diminished negotiating position when dealing with distributors, which could reduce our revenue. We cannot assure you that we will be able to maintain the success of any of our current original programming content or generate sufficient demand and market acceptance for new original programming content in the future. This could materially adversely impact our business, financial condition, operating results, liquidity and prospects.

Failure to successfully market or advertise our products could have an adverse effect on our business, financial condition and results of operations.

Our products are marketed worldwide through a diverse spectrum of advertising and promotional programs. Our ability to sell products is dependent in part upon the success of these programs. If we or our licensees do not successfully market our products or if media or other advertising or promotional costs increase, these factors could have an adverse effect on our business, financial condition, and results of operations.

The Company is vulnerable to hackers and cyber-attacks.

As an internet-based business, we may be vulnerable to hackers who may access the data of the users of our platform. Further, any significant disruption in service on Elf Labs or in its computer systems could reduce the attractiveness of the platform and result in users interested in using our platform and the potential loss of future investors. Further, we rely on a third-party technology provider to provide some of our back-up technology. Any disruptions of services or cyber-attacks either on our technology provider or on Elf Labs could harm our reputation and materially negatively impact our financial condition and business.

Success in the entertainment industry is highly unpredictable and there is no guarantee our content will be successful in the market.

Our success will depend in part on the popularity of our entertainment projects. Viewer tastes, trends and preferences frequently change and are notoriously difficult to predict. If we fail to anticipate future viewer preferences in the entertainment business, our business and financial performance will likely suffer. The entertainment industry is fiercely competitive. We may not be able to develop projects that will become profitable. We may invest in projects that end up losing money. Even if one or more of our projects are successful, we may lose money in others.

We may not be able to keep pace with technological advances.

The entertainment industry in general, and the music and motion picture industries in particular, continue to undergo significant changes, primarily due to technological developments. Because of the rapid growth of technology, shifting consumer tastes and the popularity and availability of other forms of entertainment, it is impossible to predict the overall effect these factors could have on potential revenue from, and profitability of, distributing entertainment programming. As it is also impossible to predict the overall effect these factors could have on our ability to compete effectively in a changing market, if we are not able to keep pace with these technological advances, our revenues, profitability and results from operations may be materially adversely affected.

The failure of others to promote our products may adversely affect our business.

The availability of retailer programs relating to product placement, co-op advertising and market development funds, and our ability and willingness to pay for such programs, are important with respect to promoting our properties. In addition, although we may have agreements for the advertising and promotion of our products through our licensees, we will not be in direct control of those marketing efforts and those efforts may not be done in a manner that will maximize sales of our products and may have a material adverse effect on our business and operations.

Inaccurately anticipating changes and trends in popular culture, media and movies, fashion, or technology can negatively affect our sales.

While trends in the toddler to tween sector change quickly, we respond to trends and developments by modifying, refreshing, extending, and expanding our product offerings on an on-going basis. However, we operate in extremely competitive industries where the ultimate appeal and popularity of content and products targeted to this sector can be difficult to predict. We believe our focus on “content with a purpose” serves an underrepresented area of the children market; however, if the interests of our audience trend away from our current properties toward other offerings based on current media, movies, animated content or characters, and if we fail to accurately anticipate trends in popular culture, movies, media, fashion, or technology, our products may not be accepted by children, parents, or families and our revenues, profitability, and results of operations may be adversely affected.

The production of our animated content is currently accomplished through third-party production and animation studios around the world, and any failure of these third parties could negatively impact our business.

As part of our business model to manage cash flows, we have partnered with a number of third-party production and animation studios around the world for the production of our new content in which these partners will fund the production of the content in exchange for a portion of revenues generated in certain territories. We plan to rely on our partners to produce and deliver the content on a timely basis meeting the predetermined specifications for that product. The delivery of inferior content could result in additional expenditures by us to correct any problems to ensure marketability. Further, delays in the delivery of the finished content to us could result in our failure to deliver the product to broadcasters to which it has been pre-licensed. While we believe we have mitigated this risk by aligning the economic interests of our partners with ours and managing the production process remotely on a weekly, if not daily basis, any failures or delays from our production partners could negatively affect our profitability.

Entertainment projects can be risky, and often budgets run over.

The entertainment industry is generally affected by the same risk factors of other industries but due to its nature, the development, production, distribution and marketing of content can require large capital investments. Developing and monetizing entertainment projects, such as movies and television shows, usually require significant capital investment to fund expenditures on activities such as producing a television pilot, producing or co-producing a movie or creating a virtual reality experience. There is often budget over-run. Even with adequate funding, the project may fail to gain traction with viewers.

Even if a project is successful, it is likely to take a long time for us to realize profits.

Even if we are involved in a financially successful project, the process of making money and realizing profit in the entertainment business is slow. The time span from the moment a project starts to its completion, release and revenue recognition is substantial and is often measured in years. Even when we realize a profit and are financially able to declare dividends on our shares, we may or may not do so.

Our failure to attract and retain highly qualified personnel in the future could harm our business.

As the Company grows, it will be required to hire and attract additional qualified professionals such as software engineers, machine learning experts, project managers, regulatory professionals, sales and marketing professionals, accounting, legal, and finance experts. The Company may not be able to locate or attract qualified individuals for such positions, which will affect the Company’s ability to grow and expand its business.

We face competition from a variety of content creators that sell similar products and have better resources than we do.

The industries in which we operate are competitive, and our results of operations are sensitive to, and may be adversely affected by, competitive pricing, promotional pressures, additional competitor offerings and other factors, many of which are beyond our control. While the Company believes that its platform and product are unique, it is not the only option for family friendly entertainment. Additionally, competitors may replicate our business ideas and produce directly competing products. These competitors may be better capitalized and have more developed marketing channels than we do, which could impact our ability, through our licensees, to secure distribution thereby decreasing our revenues or affecting our profitability and results of operations.

Any breach of our users’ data could impose liability upon the Company.

If we or third parties with which we do business were to fall victim to successful cyber-attacks or experience other cybersecurity incidents, including the loss of individually identifiable customer or other sensitive data, we may incur substantial costs and suffer other negative consequences, which may include liability for harms caused to our users from such a breach, or increased cybersecurity and other insurance premiums.

Failure in our information technology and storage systems could significantly disrupt the operation of our business.

Our ability to execute our business plan and maintain operations depends on the continued and uninterrupted performance of our information technology (“IT”) systems. IT systems are vulnerable to risks and damages from a variety of sources, including telecommunications or network failures, malicious human acts and natural disasters. Moreover, despite network security and back-up measures, some of our and our vendors’ servers are potentially vulnerable to physical or electronic break-ins, including cyber-attacks, computer viruses and similar disruptive problems. These events could lead to the unauthorized access, disclosure and use of non-public information. The techniques used by criminal elements to attack computer systems are sophisticated, change frequently and may originate from less regulated and remote areas of the world. As a result, we may not be able to address these techniques proactively or implement adequate preventative measures. If our computer systems are compromised, we could be subject to fines, damages, litigation and enforcement actions, and we could lose trade secrets, the occurrence of which could harm our business. Despite precautionary measures to prevent unanticipated problems that could affect our IT systems, sustained or repeated system failures that interrupt our ability to generate and maintain data could adversely affect our ability to operate our business.

Our internal computer systems, or those of our collaborators or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption and cause our business and reputation to suffer.

In the ordinary course of business, our internal computer systems and those of our current and any future collaborators and other contractors or consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While we do not believe that we have experienced any such material system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our operations, it could adversely affect our business operations, whether due to a loss of our trade secrets or other proprietary information or other similar disruptions. Any such access, disclosure or other loss of such information could result in legal claims or proceedings and damage our reputation.

There is no guarantee of return on investment.

There is no assurance that an investor will realize a return on its investment in the Class B Common Stock or that it will not lose its entire investment. For this reason, you should not invest in this Offering if you are unable to withstand losing your entire investment. Each investor should read this Offering Circular and all exhibits to the offering statement carefully and should consult with its own attorney and business advisor prior to making any investment decision.

Any valuation at this stage is difficult to assess.

The implied valuation for the Offering was established by the Company. Unlike listed companies, where there is an existing trading market through which companies may be valued by market-driven stock prices, there is no existing trading market for our securities. As such, the valuation of private companies, especially early-stage companies, is difficult to assess and you may risk overpaying for your investment.

Our new products and services could fail to achieve market acceptance.

Our future success is partially based on an assumption that our new products and revenue streams will be able to gain traction in the marketplace. It is possible that these new products will fail to gain market acceptance for any number of reasons. If our products fail to achieve significant traction and acceptance in the marketplace, this could materially and adversely impact the value of your investment.

Risks Related to the Securities in this Offering

There is no current market for any shares of the Company’s stock.

There is no formal marketplace for the resale of any of the Company’s Common Stock. Shares of Common Stock may be traded on the over-the-counter market to the extent any demand exists. Investors should assume that they may not be able to liquidate their investment for some time or be able to pledge their shares as collateral. The Company currently has no plans to list any of its shares on any OTC or similar exchange.

Investors in this Offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement.

Investors in this Offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the Company arising out of or relating to the agreement, including any claims made under the federal securities laws. By signing the agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement, by a federal or state court in the State of Delaware. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

If you bring a claim against the Company in connection with matters arising under the agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms the agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of the Company’s securities or by the Company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares, including but not limited to the subscription agreement.

We will not receive any proceeds from shares sold by selling stockholders, which may limit our ability to use offering proceeds for corporate purposes.

A portion of the shares offered in this Offering are being sold by existing stockholders rather than by the Company. We will not receive any proceeds from the sale of shares by selling stockholders. Selling stockholders are offering up to 4,026,845 shares, representing approximately 16% of the total shares offered, or 20% of the total shares being sold for cash consideration. Investors will not be able to choose whether they are purchasing shares from the Company or from those selling stockholders. Further, the proceeds from shares sold by selling stockholders will go directly to those selling stockholders. As a result, we will receive less capital from this Offering than if we were selling all of the offered shares ourselves. This reduction in proceeds may limit our ability to fund operations, pursue growth opportunities, or achieve other corporate objectives that we might otherwise accomplish with the full proceeds of the Offering.

Our valuation and our offering price have been established internally and are difficult to assess.

The Company has set the price of its Class B Common Stock at $2.98 per share, plus a 2.5% Investor Fee, see “Plan of Distribution” for further details on this fee. This fee is intended to offset transaction costs and though this fee is counted towards the amount the Company is seeking to raise under Regulation A and the limit each investor may invest pursuant to Regulation A, we did not consider it in determining our valuation. Including this fee will increase our valuation for which you are paying for shares in our company accordingly. Valuations for companies at this stage are generally purely speculative. Our valuation has not been validated by any independent third party and may decrease precipitously in the future. It is a question of whether you, the investor, are willing to pay this price for a percentage ownership of a start-up company. The issuance of additional shares of Common Stock, or additional option grants may dilute the value of your holdings.

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this Offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the shares you buy. See “Plan of Distribution and Selling Securityholders.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this Offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The Commission’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

Funds received in this Offering will not be placed into escrow and there is no minimum amount required as a condition to a first closing and using the funds raised in this Offering.

Funds in the Offering will not be placed into escrow prior to their availability to the Company. Further, because this is a “best efforts” offering with no offering minimum, we will have access to any funds tendered. This means that any investment made could be the only investment in this Offering, leaving the Company without adequate capital to pursue its business plan or even to cover the expenses of this Offering.

Voting control is in the hands of the holders of our Class A Common Stock.

Voting control is concentrated in the hands of David and Marianne Phillips, who together beneficially own more than 71% of the Class A Common Stock. Holders of our Class A Common Stock are able to exercise significant influence on matters requiring owner approval, including the election of directors, approval of significant company transactions, and will have unfettered control over the Company’s management and policies. You may have interests and views that are different from our management. For example, management may support proposals and actions with which you may disagree. The concentration of ownership of Class A Common Stock could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, the holder of our Class A Common Stock could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval. A portion of the net proceeds of this Offering will be used to buy back shares of Class A Common Stock from existing stockholders other than David and Marianne Phillips. If the Company completes the proposed buyback of Class A Common Stock, the percentage of the outstanding Class A Common Stock beneficially owned by David and Marianne Phillips will increase, further concentrating voting control in their hands and increasing their ability to influence or control matters submitted to stockholders for approval. Accordingly, the completion of the buyback could further reduce the ability of other stockholders to influence the Company’s management, policies and affairs.

Investors in this Offering are purchasing securities with no voting rights.

The Class B Common Stock that we are offering to investors in this Offering has no voting rights. This means that you will have no rights in dictating on how the Company will be run. You are trusting in management discretion in making good business decisions that will grow your investment.

Your ability to transfer your securities may be limited.

Under the Company’s bylaws, stockholders, including holders of Class B Common Stock, may not sell, transfer, assign, pledge, or otherwise dispose of or encumber any shares or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (each, a “Transfer”), without the prior written consent of the prior written consent of the Board. See “Securities Being Offered.”

We are offering Bonus Shares, which is effectively a discount on our stock price, to some investors in this Offering.

Certain investors in this Offering are entitled to receive additional shares of Class B Common Stock (effectively a discount) based on either their status (e.g., the investor is a current stockholder of the Company) or the amount invested. The number of Bonus Shares will be determined by the amount of money they invest in this Offering and will effectively act as a discount to the price at which the Company is offering its Class B Common Stock. For example, an investor who invests $1,001.28 in this Offering is eligible for 20% Bonus Shares. Accordingly, that investor would receive 336 shares of the Company’s Class B Common Stock plus an additional 67 Bonus Shares, effectively purchasing 403 shares of Class B Common Stock for the same price paid for 336 shares of Class B Common Stock. For more details, including all of the Bonus Shares being offered, see “Plan of Distribution and Selling Securityholders.” Consequently, the value of Class B Common Stock of investors who pay the full price or are entitled to a smaller number of Bonus Shares in this Offering will be immediately diluted by investments made by investors entitled to the discount, who will pay less for their stake in the Company.

The Company’s management has discretion as to use of proceeds.

The proceeds from this Offering will be used for the purposes described under “Use of Proceeds to the Issuer.” The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its investors in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of management with respect to application and allocation of the net proceeds of this Offering. Investors for the Class B Common Stock hereby will be entrusting their funds to the Company’s management, upon whose judgment and discretion the investors must depend.

The Company’s future fundraising may affect the rights of investors.

In order to expand, the Company is likely to raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. The terms of future capital raising, such as loan agreements, may include covenants that give creditors greater rights over the financial resources of the Company.

The Investor Fee may not count toward your cost basis for tax purposes.

The IRS and/or another relevant tax authority may consider the price of the share before including the Investor Fee as the cost basis for determining any gain or loss at a realization event. You should discuss with your tax advisor the appropriate way to determine the relevant tax obligation.

The Company may fundraise at a price per share lower than offered to investors in this Offering.

The Company may seek to raise additional capital in other offerings of its equity securities (including, but not limited to, offerings under Rule 506(c) of Regulation D). In any such offerings, the Company may offer shares of its Class B Common Stock at a price per share lower than what is available to investors in this Offering, and could also result in additional dilution to investors in this Offering.

DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the Company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs.

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing stockholders, giving effect to full conversion of all outstanding stock options, and assuming that the shares are sold at $2.98 per share and that all Bonus Shares are issued in the Offering. The schedule presents shares and pricing as issued and reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the Company’s insiders than just including such transactions for the last 12 months, which is what the Commission requires.

The following table demonstrates the dilution that new investors will experience upon investment in the Company. The price per share in this table reflects the price of Class B Common Stock in the Offering of $2.98. This table uses the Company’s audited net tangible book value as of December 31, 2025 of $329,202 which is derived from the net equity of the Company in the December 31, 2025 audited financial statements. This tangible net book value is then adjusted to contemplate conversion of all other convertible instruments outstanding that would provide proceeds to the Company, which assumes exercise of all warrants and stock options outstanding. While not every outstanding warrant or option may be exercised, we believe that it is important to identify the potential dilution that could occur upon the exercise of all existing securities issued by the Company. To further illustrate the dilution that investors may experience the second table illustrates dilution including authorized, but unissued stock options, and solely on the basis of outstanding equity securities, respectively.

The offering costs assumed in the following table includes up to $3,434,204 in commissions and other fees to Broker and affiliates incurred for this Offering. The table presents three approximate scenarios for the convenience of the reader: $5 million raised from this Offering, $30 million raised from this Offering, and $61 million raised from this Offering, not including Investor Fees collected, if the Offering is fully subscribed.

This next table is the same as the previous, but removes the assumptions of conversion of warrants, instead only presenting issued common shares.

Future Dilution

Another important way of looking at dilution is the dilution that happens due to future actions by a company. The investor’s stake in a company could be diluted due to the company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the company’s employees or marketing partners. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, or an angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most development stage companies do not pay dividends for some time).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

Investors should understand how dilution works and the availability of anti-dilution protection.

USE OF PROCEEDS TO THE ISSUER

The table below sets forth our estimated use of proceeds from this Offering assuming the Offering is fully subscribed. The net proceeds from the total maximum offering amount are expected to be approximately $47,260,149, after the payment of offering costs (including legal, printing, selling and other costs incurred in the Offering). Our estimated offering costs include an expected $3,434,204 in underwriting compensation to DealMaker Securities LLC and affiliates. The estimate of the budget for Offering costs is an estimate only and the actual offering costs may differ.

The following table represents management’s best estimate of the uses of the net proceeds, assuming it raises, respectively, $5 million, $30 million and $61 million in the Offering.

The above table assumes (1) commissions payable to Broker at 4% of the amount raised by the Company and the selling stockholders, (2) a maximum of $924,000 payable for other services rendered by affiliates of Broker, (3) receipt of the 2.5% Investor Fee, (4) legal and accounting expenses totaling $60,750 and (5) all subscriptions incur a payment processing fees of 2%.

We intend to use the net proceeds of the Offering to:

Because the Offering is a “best efforts,” we may close the Offering without sufficient funds for all the intended purposes set out above, or even to cover the costs of this Offering.

The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company.

OUR BUSINESS

Company History

Elf Labs is an intellectual property and media company that was incorporated on December 14, 2006 under the name The Toon Studio, Inc., with the goal of creating entertainment franchises. The Company secured the copyrights to the original Junior Elf book portfolio, which contains some of the most notable IP in the children’s entertainment space, including characters such as Sleeping Beauty, Snow White, Cinderella, The Little Mermaid, and Rapunzel. The Junior Elf Books are a series of small, affordable vintage children’s books published by Rand McNally in the 1940s and 1950s. The Company went on to create its own copyrights and trademarks featuring those same characters in both classic and reimagined versions. After a decade-long legal effort with the United States Patent and Trademark Office, including ultimately winning on appeal, Elf Labs built a portfolio of over 500 character assets.

For many years, the Company leveraged these valuable assets by licensing the names and likeness of their characters to a variety of toy and merchandise manufacturers. This licensing operation was successful and generated consistent revenues for the Company during that time. Two other entities, United Trademark Holdings, Inc. (“UTH”) and American Retro Museum (“ARM”) historically held all of the trademark and copyright registrations behind what is now currently the intellectual property portfolio of Elf Labs. The shares of both of these entities were transferred into Elf Labs, Inc. in April 2024 and are now considered subsidiaries of Elf Labs.

Now, Elf Labs’ primary focus is growing and using its library of copyrights and trademarks in order to create high quality content for its audience. This includes animated content, possible live action content, as well as immersive interactive content when it naturally enhances the story. The Company plans to leverage their entertainment content to secure new merchandise deals featuring its characters. These anticipated revenue streams include those from original animated series, mobile games, interactive web content, as well as licensing fees and merchandise sales. The Company is currently working to establish these channels, and has confidence in its ability to grow them due to the popularity of the characters within their portfolio.

The Company was originally incorporated in California as The Toon Studio, Inc. and reincorporated in Delaware in 2024 as Elf Labs, Inc. The Company’s corporate office is located at 1111 Brickell Avenue, 10^th Floor, Miami, Florida 33131 and its telephone number is (310) 691-9732.

Product Overview

Elf Labs is currently in the process of developing new animated series’ shows based on its characters with a goal of selling or licensing these shows existing content hosting companies or selling the show directly to consumers on existing platforms such as YouTube or its own streaming platform. The shows currently in development include Robostars and Fairytale High, which will likely be followed by Sparkle Princess and Lil’ Princess. The Company is working with WTK Entertainment Limited and their animation partner, Fizzbuzz Limited on these efforts. WTK and Fizzbuzz will support the Company with animation and content creation as well as distribution in China. The Company is also working to develop content through additional mediums, such as an interactive website and mobile application. We have an agreement with Cosmic Wire to build those out to final productions that can be marketed to the consumers. We have not started that process yet. Elf Labs has secured partnerships with other production partners and technology providers that allow for the efficient production and marketing of its content and characters at a cost that we believe is below what the competitors in the space incur. The initial versions of the interactive website and mobile application are planned to be developed and built by Cosmic Wire and are not expected to be funded from the net proceeds of this Offering. However, the Company plans to use some of the net proceeds from this Offering to advance production development, including by hiring outsourced firms to support this development. In addition to working with the above companies, Elf Labs intends to use proceeds from this offering to hire additional in-house resources and contract with additional third-party firms to advance its media production and product development efforts.

Elf Labs plans to go to market with an initial push of its original series’ shows along with exclusive merchandise and web content featuring these fresh interpretations of its classic characters. This strategy will begin with the release of Robo Stars, a robot and science fiction twist on traditional fairy tale characters, before progressing into further developments of the intellectual property (“IP”). This push is intended to disrupt what we believe is the traditional entertainment industry model by appealing directly to consumers through hosting platforms such as YouTube, while still potentially licensing the content to appear on other entertainment platforms. This widespread effort will seek to establish the Elf Labs brand and characters and creating a large, invested audience that will be interested in future Elf Labs content and characters.

In 2025, the Company formally began production on its RoboStars franchise. With award winning creative advisors and partners such as Mike De Seve, Karen Disher, Yvette Kaplan, and WTK Entertainment, highly recognizable character IP, and a production team that is extremely cost efficient, Elf Labs is seeking to position itself as a new up and coming entertainment studio. It completed its pilot episode of the RoboStars series, which led to a major motion picture deal in China, via a binding term sheet with WTK Entertainment Limited. With over 90,000 movie screens per Bloomberg (compared to approximately 40,000 in the United States), China boasts the largest theatrical marketing in the world and is a major focus area for the Company.

As we scale our operations and produces more content, we intend to monetize different media creation channels open to us. This includes developing further animated series, web content, and video games based on more of our characters from our IP library, as well as the licensing and merchandising of these characters to generate direct revenue through sales.

Elf Mobile

In April 2025, the Company secured a deal to launch Elf Mobile in partnership with Compax Digital. This will be a virtual mobile phone plan (also called “Mobile Virtual Network Operator” or “MVNO”) that will focus on combining a mobile plan with branded children’s and young adult content, centered around Elf’s characters. Elf Mobile will offer its customers a tailored mobile plan that pairs unlimited calling, texting, and data with exclusive entertainment and gaming content that leverage Elf Lab’s trademarked and copyrighted characters and stories. These offerings include augmented/virtual reality experiences, child-friendly content, unique entertainment tailored to young adults, and additional benefits and rewards. Utilizing industry-standard security technology, Elf Mobile plans to be one of the mobile plans for parents when they look to get kids their first phone. As a part of this new business line, Elf incorporated an 80%-owned subsidiary, Elf Mobile, Inc. to act as the operating entity for the new mobile phone plan.

The partnership with Compax Digital consists of a cooperation agreement whereby Compax handles the licenses, technology, and getting the mobile phone service live (starting in the U.S., with help expanding to other countries), while Elf Mobile brings in customers and handles branding, marketing, and sales. Compax Digital owns 10% of Elf Mobile and will receive a percentage of net revenue generated from the MNVO.

Cosmic Wire

In 2021, the Company entered into a licensing and merchandising agreement with Cosmic Wire, Inc., a Web3/immersive technology company that builds digital experiences and infrastructure. This agreement granted Cosmic Wire exclusive rights to create digital NFTs and interactive online worlds using Elf Labs’ entire character catalog, in collaboration with Elf Labs. This agreement officially expired in 2024, however the companies continued building together. In June 2026, the Company entered into a Master Services Agreement (the “MSA”) with Cosmic Wire together with related statements of work (“SOWs”), governing the development and commercialization of certain of the Company’s interactive entertainment initiatives. The MSA is filed as an exhibit to the offering statement of which this Offering Circular forms a part and should be reviewed in their entirety; the descriptions below are summaries only and are qualified by reference to the full text of that agreement.

Under the first SOW Cosmic Wire has been engaged to design and develop “Elf World,” a browser-based interactive entertainment platform featuring AI-enabled character experiences and companion mobile applications, in each case built upon the Company’s proprietary characters, storylines, and franchise assets and delivered on a phased basis from initial prototype through public launch, together with ongoing maintenance and support. The Company retains ownership of its underlying intellectual property and of the Elf World content created from it, while Cosmic Wire retains its pre-existing technology and platform infrastructure, and the parties participate in the economics of the platform on a profit-sharing basis rather than through the issuance of equity. Under the second SOW the Company and Cosmic Wire have established a broader content production and distribution collaboration spanning programming, streaming, sponsorship, talent, and connected-television distribution, including distribution through webOS-enabled devices and the Company’s RoboStars program. The partnership includes plans for: (a) 3D content and worlds, (b) AR (“Augmented Reality”) and VR (“Virtual Reality”) characters, (c) AI “talking toys,” so a child can interact with a character, and (d) content distribution through a nationwide network of webOS-enabled televisions and tablets, under the recently announced Elf+ service. Elf+ will be a connected television application that will house the Company’s TV shows, movies, and interactive entertainment. As of the date of this Offering Circular, Elf+ has not yet launched , although the Company anticipates Elf+ launching in the next 12-24 months assuming it hits certain funding goals and business milestones.

As consideration for Cosmic Wire’s services under the MSA and SOWs, Elf Labs issued a warrant to Cosmic Wire for 5,000,000 shares of Class B Common Stock for consideration of the above as outlined in the SOWs. The warrant entitles Cosmic Wire to purchase 5,000,000 shares of the Company’s Class B Common Stock at an exercise price of $0.13 per share. The warrant was issued on June 24, 2026, and expires June 24, 2036. The warrant vests in approximately three equal tranches: 1,666,667 shares upon issuance, 1,666,667 shares upon acceptance of the first SOW deliverable, and 1,666,666 shares upon completion of the second SOW deliverable.

In order to pay for the warrant’s exercise price, Elf Labs issued a promissory note to Cosmic Wires for $752,000 that bears interest of 6.5% per annum, with payment tied to the three warrant vesting dates.

Intellectual Property

Elf Labs owns a substantial catalog of copyrights on characters from both the Junior Elf books as well as additional iterations of those characters developed by the Company.

As of the date of this Offering Circular, the Company owns the following United States copyrights covering its principal copyrighted works. The Company believes these copyrights are important to protecting its proprietary creative content and related intellectual property. United States copyright protection generally exists for the life of the author plus 70 years (or other applicable statutory term for works made for hire), subject to applicable law. Our literary copyrights expire between 2046 through 2072. The total number of copyrights in the Company’s portfolio is 435.

US Copyrights: Copyrights filed by Elf Labs, Inc. with the United States Copyright Office over the term of the Company’s operations

Literary Copyrights: Literary copyrights correspond to books published by Junior Elf