{"url_path":"/sec/cik-0002093375/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/2093375/0002093375-26-000014-index.html","accession_number":"0002093375-26-000014","cik":"0002093375","ticker":null,"issuer_name":"DentonX Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2093375/0002093375-26-000014-index.html","primary_entity_key":"0002093375","primary_entity_name":"DentonX Inc"},"word_count":728,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\n**(a) Recent Sales of Unregistered Securities**\n\n \n\nThe following sets forth information regarding securities of the Company that were sold or that the Company agreed to issue during the three months ended March 31, 2026, in transactions that were not registered under the Securities Act of 1933, as amended (the \"Securities Act\"), and that were not previously reported in a Current Report on Form 8-K.\n\n \n\nOn March 26, 2026, the Company entered into a Strategic Cooperation Agreement, an Investment Rights Agreement and a DentonX Share Grant Agreement (collectively, the \"Strategic Agreements\") with Ianleong Tam (the \"Investor\"), a single investor, in connection with a strategic partnership. Pursuant to the Strategic Agreements, the Investor agreed to invest up to $400,000 in shares of the Company's common stock, and the Company agreed to grant the Investor the right to receive up to 6,000 shares of the Company's Series B Preferred Stock on a pro rata basis calibrated to the amount actually invested relative to a $400,000 investment benchmark. Each share of Series B Preferred Stock is convertible into 1,000 shares of common stock, representing up to 6,000,000 shares of common stock issuable upon full conversion. The Series B Preferred Stock carries an 8% cumulative preferred dividend and is subject to a 12-month lock-up and a Board clawback right upon a termination for cause. The issuance of any Series B Preferred Stock is conditioned upon the Investor's funding, the availability of authorized preferred stock and authorization by the Company's Board of Directors. No shares of Series B Preferred Stock or common stock were issued to the Investor during the three months ended March 31, 2026. Subsequent to quarter-end, the Company received aggregate cash proceeds of $245,000 from the Investor in April and May 2026, and the related issuances will be recorded upon Board authorization and issuance. See Note 5 and Note 6 to the unaudited condensed financial statements included in Part I, Item 1 of this report.\n\n \n\nIn addition, on January 22, 2026, the Company received $10,000 in proceeds under a Simple Agreement for Future Equity (the \"SAFE\") with a single investor that was entered into on December 3, 2025. The SAFE entitles the investor to receive equity securities of the Company upon a future qualified financing, generally at a conversion price equal to 80% of the price paid by investors in such financing, subject to the terms of the SAFE. No shares of the Company's capital stock had been issued under the SAFE as of March 31, 2026. See Note 4 to the unaudited condensed financial statements included in Part I, Item 1 of this report.\n\n \n\nNo underwriters were involved in any of the foregoing transactions, and no underwriting discounts or commissions were paid. The securities described above were offered and sold, or agreed to be issued, without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering. Each investor represented that it was acquiring the securities for its own account, for investment purposes and not with a view to, or for resale in connection with, any distribution thereof, and represented that it was an accredited investor. The transactions were privately negotiated and did not involve any general solicitation or general advertising, and the securities issued or issuable are, or will be, \"restricted securities\" subject to applicable resale restrictions and bear, or will bear, appropriate restrictive legends.\n\n \n\n**(b) Use of Proceeds**\n\n \n\nNot applicable. The Company did not complete any offering of securities registered under the Securities Act during the three months ended March 31, 2026.\n\n23\n\n**(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers**\n\n \n\nNone. Neither the Company nor any affiliated purchaser purchased any shares of the Company's equity securities during the three months ended March 31, 2026.\n\n \n\n**(d) Dividend Policy**\n\n \n\nWe have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.."}