Nomadar Corp.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023746
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038330
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 4 previous paragraphs and 13 current paragraphs.
3 unchanged; 0 reworded; 10 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
Effective July 19, 2026, the Company entered into a securities purchase agreement (the “July 2026 Purchase Agreement”) with an unaffiliated third-party accredited investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to an aggregate subscription amount of $2,283,800 of the Company’s Class A common stock in one or more closings, at a price per share equal to $3.65, representing the issuance of up to approximately 625,699 shares of common stock, in seven separate tranches (the “July 2026 Offering”). The initial closing of $570,950 of shares (the “Initial Closing”) took place on July 29, 2026.
Current report
The remaining tranches of the Offering are scheduled to close in six subsequent closings of $285,475 each, on August 3, 2026, September 3, 2026, October 3, 2026, November 3, 2026, December 3, 2026, and January 3, 2027, subject to the satisfaction of customary closing conditions set forth in the July 2026 Purchase Agreement.
Current report
The securities sold in the Initial Closing were sold, and the Company intends to sell additional securities in the subsequent closings, under the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder, as a transaction by an issuer not involving any public offering. The investor represented to the Company that it is either an accredited investor, a qualified institutional buyer, or a non-”U.S. person” acquiring the shares in an offshore transaction in compliance with Regulation S.
Current report
Following the final closing of the July 2026 Offering, if the Company proposes to file a registration statement under the Securities Act covering the resale of shares of common stock for the account of one or more securityholders, the Company has agreed to include the resale of the Initial Closing shares in such registration statement, subject to customary conditions.
Current report
The July 2026 Purchase Agreement provides that, notwithstanding the aggregate subscription amount, the Company will not issue common stock to the Purchaser to the extent such issuance would cause the investor to beneficially own more than 9.99% of the Company’s then outstanding common stock.
Current report
A form of the July 2026 Purchase Agreement is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. The disclosures set forth in this Item 2 are intended to be summaries only and are qualified in their entirety by reference to the form of the July 2026 Purchase Agreement.
Current report
Item 3. Defaults Upon Senior Securities