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Sources:
Form 1-SA, Form 1-A, press and public records
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Short answer
By the company, at $1.00 a share, with no appraiser or banker. The September 2022 private placement and the November 2023 public Regulation A offering both sold non-voting common at $1.00. A 2024 private round was priced at $2.00 and then reset to $1.00 by issuing matching shares. The company’s 2026 offering circular is explicit that its pricing is arbitrary in the sense that it is not tied to book value or any established metric; the earlier rounds were the same. What backed the number was cash raised and real estate bought with it. 12
2022 and 2023: $1.00 (per share, set by the company)
2024: $2.00, reset to $1.00 (matching shares issued)
Appraiser or banker: None (for any round)
The rounds
September 2022: a Regulation D private placement of non-voting common at $1.00, with the minimum later reduced to $19.5 million. November 2023: a Regulation A offering at $1.00 that sold 15,211,338 shares. February to May 2024: a Regulation D round at $2.00, subsequently reset to $1.00 by issuing matching shares to those buyers, 1,224,490 shares in all. A 2024 warrant call added 5,199,184 shares at $1.00. 1
The method
The company set each price itself. Its 2026 offering circular says of the current price that no underwriter, investment banker or independent appraiser was engaged and that the price does not bear a direct relationship to book value or any established valuation metric. The 2022 and 2023 rounds were priced the same way, at a round number, before the company owned much of anything. 2
What backed it
Cash in and real estate bought. By the end of 2025 the company had $41 million of net tangible book value, about $0.83 a share, against the $1.00 the early investors paid, with the difference being startup losses and depreciation, and, by management’s belief, offset by unrecorded gains on the real estate. Those investors’ shares have no market, and their path to a price runs through the bonds converting, the option hurdles and a possible listing after 2030.
The warrants, per the filings
Two sets. The 2022 placement carried sliding-scale warrants, 55% coverage falling to zero by March 2023 plus 10% for course buyers, 14,557,662 of them at the end of 2023; the company called them in April 2024 and 5,199,184 were exercised at $1.00 for $5,199,184, the rest forfeited. The February to May 2024 placement at $2.00, later reset to $1.00 by issuing matching shares, gave investors of $100,000 or more warrants for 50% of their shares: 712,500 in all, exercise price $1.00, callable by the company from January 1, 2026, expiring 60 days after a call. Those are the 712,500 outstanding at June 30, 2026. 34
A dollar a share because the company said so, backed by the cash it raised and the buildings it bought. No outside valuation then or now. 12
Simply put
✅ The early price
➡️ $1 a share in 2022 and 2023. The company picked it.
✅ The reset
➡️ In 2024 it tried $2, then gave those buyers extra shares so everyone was at $1.
✅ What that means
➡️ No metric, no appraiser. The buildings and the cash were the backing.
Sources
Form 1-SA, Note 7, Stockholders' Equity (September 2022 Regulation D at $1.00; November 2023 Regulation A at $1.00; 2024 Regulation D at $2.00 reset to $1.00 by issuing matching shares) Open the filing
Form 1-A, Securities Being Offered, "Determination of Offering Price" (price set by the company; no underwriter, banker or appraiser) Open the filing
Form 1-SA for the six months ended June 30, 2024, filed November 26, 2024, Note 6, Stockholders' Equity: the warrant call and exercise Open
Form 1-SA for the six months ended June 30, 2025, filed September 29, 2025, Note 6: the 2024 placement, the reset, and the 712,500 warrants Open
