AUS
NZ
UK
CA
USA
IND
On July 21, 2026, Boardwalktech Software Corp. (TSXV:BWLK) (OTCQB: BWLKF) announced a revision to its planned non-brokered private placement, opting to proceed under the accredited investor exemption instead of the Listed Issuer Financing Exemption. This strategic adjustment aims to broaden access for both current and new investors, including those based in the United States. The company maintains its offering of up to 30 million units at C$0.05 per unit, pending regulatory approvals.
Key Points
- Boardwalktech Software Corp (TSXV:BWLK) has transitioned from the Listed Issuer Financing Exemption for its private placement.
- The company will utilize the accredited investor exemption under National Instrument 45-106 to enable wider investor participation, including US investors.
- The offering remains up to 30 million units priced at C$0.05 each, with each unit comprising one common share and one warrant exercisable at C$0.06 for 24 months.
- Securities issued will be subject to a four-month and one-day statutory hold period under Canadian securities regulations; closing is contingent on TSXV approval.
Exemption Framework Change Expands Investor Reach
Boardwalktech has strategically shifted its capital raising approach by moving away from the Listed Issuer Financing Exemption. Initially announced on July 13, 2026, the company’s non-brokered private placement will now proceed under the accredited investor exemption and other relevant prospectus exemptions outlined in National Instrument 45-106 – Prospectus Exemptions.
This change is intended to facilitate participation from both existing shareholders and prospective investors, with a focus on enabling US-based investor involvement. The adjustment broadens the potential capital pool while ensuring compliance with Canadian securities laws.
Offering Terms Consistent with Prior Announcement
The fundamental terms of the private placement remain unchanged despite the exemption modification. Boardwalktech proposes issuing up to 30 million units at C$0.05 per unit. Each unit consists of one common share and one common share purchase warrant, offering investors immediate equity and potential future gains through warrant exercise.
The warrants carry an exercise price of C$0.06 per share and are exercisable within 24 months from the closing date, aligning investor interests with the company’s medium-term growth objectives.
Statutory Hold Period and Regulatory Compliance
By adopting the accredited investor exemption, securities issued will be subject to a statutory hold period of four months and one day from closing, as mandated by Canadian securities laws. This hold period restricts trading of the securities until expiry, a standard condition for prospectus-exempt offerings in Canada.
Boardwalktech’s acceptance of this hold period underscores its commitment to expanding investor access despite the trading restrictions, prioritizing broader market participation over potentially shorter hold periods available under other exemptions.
Regulatory Approvals and Closing Conditions
The private placement’s completion depends on obtaining all required corporate and regulatory approvals, notably from the TSX Venture Exchange (TSXV), where Boardwalktech’s securities are listed. The company has not disclosed a timeline for these approvals or confirmed submission of applications.
Investors should be aware that regulatory approval is not guaranteed, and timing remains uncertain. For further details on the offering’s terms and conditions, refer to the company’s July 13, 2026 press release.
Company Background and Technology Platform
Boardwalktech has developed a patented Digital Ledger Technology Platform currently utilized by Fortune 500 companies for mission-critical applications worldwide. The platform enables multiple parties to collaborate simultaneously on the same data while maintaining data integrity and provenance, a feature the company highlights as unique in the market.
The platform supports collaborative, purpose-built enterprise information management applications across various devices and interfaces, fully integrating with enterprise systems. Headquartered in Cupertino, California, with offices in India and operations across North America, Boardwalktech may use proceeds from this private placement to support expansion, product development, or working capital, though specific use of funds was not disclosed.
US Securities Law Considerations
Although the exemption change aims to facilitate US investor participation, the company clarifies that its securities are not registered under the US Securities Act or any state securities laws. Consequently, the securities cannot be offered or sold within the United States or to US Persons as defined under Regulation S of the US Securities Act unless registered or exempt.
This limitation may appear contradictory to the goal of US investor inclusion; however, certain offerings to accredited US investors residing outside the US or conducted in compliance with exemptions may be permissible. Prospective US investors are advised to seek legal counsel regarding eligibility and regulatory compliance.
Timeline and Recent Developments
The initial private placement announcement on July 13, 2026, outlined the Listed Issuer Financing Exemption approach. The July 21 update reflects a prompt strategic pivot to the accredited investor exemption, likely influenced by investor feedback, legal advice, or internal evaluations aimed at expanding market access.
The timeline from this announcement to closing remains unspecified. Investors should monitor future company communications for updates on TSXV approval, investor commitments, and anticipated closing dates.
Capital Strategy Implications
Boardwalktech’s choice to pursue the accredited investor exemption underscores its intent to attract capital from a diversified investor base, including cross-border participants. This approach may indicate management’s confidence in appealing to institutional and high-net-worth investors without the constraints of the Listed Issuer Financing Exemption.
The offering of up to 30 million units at C$0.05 each represents potential gross proceeds of up to C$1.5 million before issuance costs or commissions. The inclusion of warrants adds an incentive for investors seeking additional upside potential tied to future share price appreciation.
Forward-Looking Statements and Risk Disclosures
The announcement contains standard forward-looking statements disclaimers, noting that completion and terms of the offering are subject to various risks and uncertainties beyond the company’s control. Boardwalktech references its Risk Factors disclosure dated February 26, 2026, cautioning that actual outcomes may differ materially from projections.
Prospective investors are reminded that investing in Boardwalktech securities is speculative and involves multiple risks. The company does not guarantee the accuracy of forward-looking information and undertakes updates only as required by law.
