What happened
J-Star Holding Co., Ltd. (NASDAQ: YMAT) entered an equity purchase agreement with Hudson Global Ventures, LLC on September 24, 2026. The investor can buy up to $35,000,000.00 of Common Stock over time, subject to the agreement's terms.
Each Put must be at least $25,000.00. It can be no larger than the lesser of $2,500,000.00 or 200% of the Average Daily Trading Value on that Put date.
The Company must deliver Put Shares as DWAC Shares. If it does not, cash reimbursement for a Buy-In can follow under the agreement. Clearing Costs include brokerage and transfer fees, plus attorney fees of $1,500 per Put.
Key numbers
| Metric | Latest | Change | Source |
|---|---|---|---|
| Maximum Commitment Amount | $35,000,000.00 | SEC 6-K | |
| Minimum Put size | $25,000.00 | SEC 6-K | |
| Maximum Put size | $2,500,000.00 | SEC 6-K | |
| Warrant shares | 525,000 shares | SEC 6-K | |
| Commitment Period | 36 months | SEC 6-K |
Why it matters
This filing sets a financing ceiling, not a sale, by itself. The $35,000,000.00 Maximum Commitment Amount is $32,500,000.00 above the $2,500,000.00 per-Put cap, so the line is meant for staged use.
The Company controls when it sends a Put Notice. The Investor only has to buy when the agreement's conditions and limits are met.
The deal is also limited by caps, a cooldown period, and termination triggers. The full amount may never be used in practice.
The Company says it will keep enough authorized Common Stock reserved to meet the Required Minimum and keep the Common Stock listed on the Principal Market, as required.
The purchase price is the lesser of the Initial Purchase Price or the Market Price. Both depend on recent trading and the agreement's pricing rules.
What's next
The Commitment Period ends when the Company reaches the $35,000,000.00 Maximum Commitment Amount, 36 months after the Agreement date, or one of the listed termination events.
The Company also says it will not enter another Equity Line of Credit or Variable Rate Transaction for 24 months without prior written consent.
The next quarterly report is the next practical test for investors to watch.
A disclosed Put would show the facility has started to be used. No drawdown would leave the agreement as optional funding only for now.
Sources
- SEC 6-K, Exhibit 10.1 — Equity Purchase Agreement dated September 24, 2026
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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.
