Ladybug Resource Group, Inc. (OTC: LBRG) announced on November 12, 2026, that it has entered into a non-binding letter of intent with a New Jersey-based private fund and accredited investor. The letter, dated November 6, 2026, and countersigned by the Company on November 9, 2026, outlines the Investor's intent to purchase shares of the Company's common stock over time in a proposed offering of up to $8 million. The offering would be made under an offering statement the Company intends to file with the U.S. Securities and Exchange Commission (SEC). No shares may be sold until the SEC qualifies the offering statement.
The letter is non-binding as to the Investor, meaning the Investor is not obligated to purchase any shares. After SEC qualification, the Investor states it intends to purchase shares on an ongoing basis until the earlier of the offering's expiration or termination and the sale of all qualified shares, in amounts and at times it determines. Purchases are to be made only when the offering is "in the money," defined as the per-share offering price being below the closing bid price of the Company's common stock on OTC Markets on the preceding trading day. The Investor may suspend and resume purchases at its discretion. Additionally, the Company has granted the Investor a right of first refusal on all shares offered during the offering period, which is binding on both parties. Before accepting a subscription from anyone else, the Company must notify the Investor of the number of shares and the price, and the Investor then has three business days to elect to purchase them on the same terms.
The letter does not state an offering size or price; the Company currently expects the offering to be for up to $8 million, with final terms to be set out in the offering circular. This step follows the Company's September 23, 2026 update, in which it reported preliminary discussions with several private investment firms about potential long-term financing and noted it had not entered into any term sheets, definitive agreements, or financing commitments. The letter is a further step in that process and does not change that statement.
Management believes that partnering with an investor in this way could be beneficial to executing the long-term vision outlined in its roadmap, and that raising capital over time, rather than in a single issuance, may help the Company manage dilution. If the offering is qualified and completed, the Company intends to use net proceeds to fund the roadmap it announced on September 30, 2026, including completing a Board-guided feasibility study into expansion into AI infrastructure and robotics components, technical qualification work for precision parts, advancing an acquisition program targeting AI-powered software, enterprise SaaS and digital supply chain businesses, and building on Jingdiao's proprietary Manufacturing Execution System and Smart Supply Chain Hub.
Neal P. Pflum, President and CEO of Ladybug Resource Group, said, "We are encouraged that a qualified investor has expressed interest in the Offering, and we are treating it exactly as what it is: a non-binding first step that depends on SEC qualification. We built our roadmap around clear decision points, and our approach to funding it will follow the same discipline." The Company will provide updates on the offering as material developments occur. For more information, visit the Ladybug Resource Group Inc. website or view the LBRG Stock Quote. This announcement was originally distributed via NEWMEDIAWIRE.
