Ladybug Resource Group, Inc. (OTC: LBRG) announced it has entered into a non-binding letter of intent, dated November 6, 2026 and countersigned by the Company on November 9, 2026, with a New Jersey-based private fund and accredited investor. Under the letter, the Investor indicated its intent to purchase shares of the Company's common stock over time in a proposed offering of up to $8 million, in amounts and at times the Investor determines. The announcement was distributed through NEWMEDIAWIRE.
The Offering would be made under an offering statement the Company is preparing and intends to file with the U.S. Securities and Exchange Commission. The offering statement has not yet been filed, and no shares may be sold until the SEC has qualified it. The letter is non-binding as to the Investor, which 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, subject to applicable investment limits.
Purchases would occur only when the Offering is "in the money," meaning the per-share offering price is 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. The Company has also granted the Investor a right of first refusal on all shares offered during the Offering period; before accepting a subscription from anyone else, the Company will notify the Investor, which then has three business days to elect to purchase on the same terms. Those provisions are binding on both parties.
The letter does not state an offering size or price. Ladybug currently expects the Offering to be for up to $8 million, with final terms set out in the offering circular. The arrangement follows the Company's September 23, 2026 update, in which it reported preliminary discussions with several private investment firms 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 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. That is management's belief, not an assurance. If qualified and completed, net proceeds are currently intended to fund the roadmap announced September 30, 2026, including a Board-guided feasibility study into expansion into AI infrastructure and robotics components, technical qualification work and customer discussions for precision parts, an acquisition program targeting AI-powered software, enterprise SaaS and digital supply chain businesses, and extending Jingdiao's Manufacturing Execution System and Smart Supply Chain Hub to new customers and markets.
"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," said Neal P. Pflum, President and CEO of Ladybug Resource Group. The right of first refusal gives the Investor first call on shares offered during the Offering period, which could affect how the Company approaches other investors during that time. Shareholders can follow the Company's disclosure and LBRG Stock Quote information, and the Company said it will report material developments, including filing and qualification of the offering statement, as they occur. Investors should read the offering circular, which will describe the Company, the securities offered and the risks, when it is available.
