First Breach, Inc.

As filed with the U.S. Securities and Exchange Commission on September 2, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in its Charter)

18450 Showalter Rd

Hagerstown, MD 21742

(443) 900-9890

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jeffrey Low

Chief Executive Officer

18450 Showalter Rd

Hagerstown, MD 21742

(443) 900-9890

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Thomas J. Poletti, Esq.

Veronica Lah, Esq.

Manatt, Phelps & Phillips LLP

695 Town Center Drive, 14 th Floor

Costa Mesa, CA 92626

(714) 371-2500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

50,887,472 Shares

This prospectus relates to the offer and sale from time to time by the selling stockholders identified herein of up to 50,887,472 of our shares of common stock, par value $0.0001 (“common stock”) of First Breach Inc., a Delaware corporation (the “Company”), consisting of: (i) 887,472 shares of common stock (the “Dawson James Shares”) issued to Dawson James Securities, Inc. (“Dawson James”) pursuant to an engagement agreement by and between the Company, RBW Capital Partners LLC (“RBW”) and Dawson James dated November 11, 2025 relating to services rendered as our Advisor in connection with our recently concluded direct listing on The Nasdaq Capital Market, and (ii) 50,000,000 ELOC Shares (as defined below).

Dawson James may, or may not, elect to sell its shares of common stock covered by this prospectus, as and to the extent it may determine. Dawson James may offer, sell or distribute all or a portion of the shares of common stock hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. If Dawson James chooses to sell their shares of common stock, we will not receive any proceeds from the sale of shares of common stock by Dawson James.

On May 21, 2026, the Company entered into a share purchase agreement (the “ELOC Purchase Agreement”) with RK Capital Management LLC, a Florida limited liability company, North Commerce Parkway Capital LP, a Delaware limited partnership, and TQP Holdings LLC, a Delaware limited liability company (collectively, the “Investors”) pursuant to which the Company may issue, from time to time, up to $50 million of common stock to the Investors (the “ELOC Shares” and such financing, the “ELOC Financing”). We may receive gross proceeds of up to $50 million from the sale of common stock to the Investors under the ELOC Purchase Agreement, from time to time, in our discretion after the date of the registration statement of which this prospectus is a part is declared effective and after satisfaction of other conditions in the ELOC Purchase Agreement. The purchase price for the shares that we may sell to the Investors under the ELOC Purchase Agreement will fluctuate based on the price of our common stock. The actual amount of proceeds we receive pursuant to each Purchase Notice or Intraday Purchase Notice (each, the “Purchase Amount”) is determined by multiplying the Purchase Amount requested by the applicable purchase price. The purchase price for each of the ELOC Shares equals (A) the price per Share obtained by multiplying the Market Price by (i) 97% in respect of a Purchase Notice with an Option 1 Pricing Period, and (ii) 97% in respect of a Purchase Notice with an Option 2 Pricing Period, or (B) with respect to an Intraday Purchase Notice, the price per share of common stock share obtained by multiplying the lowest trade price after the Intraday Commencement Time on the trading day the Intraday Purchase Notice is delivered by 99.0% (“Intraday Purchase Price”). Market Price is the lowest volume weighted average price of the Company’s common stock during the Pricing Period. The Pricing Period is (i) the period on the date the Company delivered the Purchase Notice to the Investors selecting an Option 1 Pricing Period commencing (a) if submitted to the Investors prior to 9:00 a.m. Eastern Time on a trading day, the open of trading on such day, or (b) if submitted to the Investors after 9:00 a.m. Eastern Time on a trading day, the open of trading on the immediately succeeding Trading Day (“Option 1 Pricing Period”), (ii) the three consecutive Trading Days commencing on the date the Company delivered the Purchase Notice to the Investors (“Option 2 Pricing Period”), or (iii) with respect to Intraday Purchase Notices, 9:30 a.m. Eastern Time, or, if an Intraday Purchase Notice is delivered after 9:30 a.m. Eastern Time, the time at which the Investors affirmatively accepts such Intraday Purchase Notice (“Intraday Commencement Time”). The Investors may sell the shares they receive immediately after receipt of such shares, which may be prior to final determination of the purchase price for such shares and could cause the price of our shares of common stock to decrease. See “Description of ELOC Financing”, and the section titled “Selling Stockholders” for additional information regarding the Investors. For more information on possible methods of offer and sale by the selling stockholders, please see the section entitled “Plan of Distribution” beginning on page 47 of this prospectus.

Our stockholders may experience significant dilution as a result of our issuance of shares of common stock pursuant to the ELOC Purchase Agreement (see “Risk Factors” for more information). We may receive up to $50,000,000 in aggregate gross proceeds from sales of ELOC Shares to the Investors that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the ELOC Purchase Agreement. See section titled “Use of Proceeds” for more information. We will bear all fees and expenses incident to our obligation to register the offer and sale of the shares of common stock.

With respect to the ELOC Financing, the Investors are underwriters within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the ELOC Shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the ELOC Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

Our common stock is listed on The Nasdaq Capital Market under the symbol “FBDT”. On August 28, 2026, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.7006 per share.

We are an emerging growth company under the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and“Prospectus Summary — Implications of Being a Smaller Reporting Company.”

Investing in our common stock is speculative and involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus,including the risks and uncertainties described under “Risk Factors” beginning on page 4.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________, 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor the selling stockholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared or that have been prepared on our behalf or to which we have referred you. Neither we nor the selling stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholders are offering to sell, and seeking offers to buy, shares of their common stock only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside the United States: Neither we nor the selling stockholders have done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock by the selling stockholders and the distribution of this prospectus outside the United States.

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