Form 253G2 Immersed Inc.

 

Filed pursuant to Rule 253(g)(2)

File No. 024-12657

 

OFFERING CIRCULAR SUPPLEMENT NO. 1

TO THE FORM 1-a OFFERING statement qualified on January 5, 2026

 

dated: March 27, 2026

 

 

IMMERSED INC.

 

106 E. 6th St. STE 900-202
Austin, Texas 78701
512-649-5589
https://immersed.com

 

Up to 29,166,666 Shares of Series B Common Stock to be issued and sold by the Company in the Primary Offering

Up to 5,555,556 Shares of Series B Common Stock to be sold by Selling Stockholders in the Secondary Offering

Consisting of up to 34,722,222 Shares of Series B Common Stock to be sold for Cash Consideration

and up to 5,833,333 Shares of Series B Common Stock to be issued as Bonus Shares

  

 

This offering circular supplement no. 1 (this “Supplement”) relates to the Rule 253(g) offering circular of Immersed Inc., a Delaware corporation (the “Company,” “Immersed,” “we,” “us” or “our”), filed on January 7, 2026 related to the Form 1-A offering statement qualified by the U.S. Securities and Exchange Commission on January 5, 2026 (the “Offering Circular”). Terms used in this Supplement and not otherwise defined herein have the same meanings as set forth in our Offering Circular.

 

The purpose of this Supplement is to disclose that, effective as of March 27, 2026 (the “Effective Date”), the price per share of the Shares of Series B Common Stock in this Offering is increased from $0.66 to $0.72. In connection with this change, we are proportionally reducing the number of Shares (i) to be issued and sold by (a) the Company in the Primary Offering and (b) the Selling Stockholders in the Secondary Offering, and (ii) to be issued as Bonus Shares. As a result, the total gross proceeds remains the same at up to approximately $25,000,000 (without taking into consideration the Transaction Fee), consisting of up to 34,722,222 Shares to be sold at $0.72 for cash consideration.

 

The price adjustment represents an approximately 9.1% increase from the most recently qualified offering price and is being made pursuant to a supplement to the Offering Circular. The SEC permits issuers to file offering circular supplements, from time to time, to change the offering price of shares being offered so long as such change: (i) constitutes an increase of no more than 20% relative to the most recently qualified offering price; and (ii) does not result in a violation of the maximum offering amount limitations as set forth under Rule 251(a)(2) of Regulation A.

 

New subscriptions accepted by us on or after the Effective Date will be at the revised price of $0.72 per share with a 3.0% Transaction Fee. For subscriptions agreements submitted prior to the Effective Date that have not yet been accepted by us, the following applies:

 

·

If the investment has already been funded and we accept the subscription after the Effective Date, the subscription will be processed at the prior offering price of $0.66 per share.

 

 

·

If the investment has not been funded, we or our agents will notify the affected subscribers of the price increase and provide them with two weeks to confirm their investment at $0.72 per share. If the subscriber does not confirm within the two-week period, the unfunded subscription will be cancelled. To participate in the Offering after cancellation, the subscriber will need to submit a new subscription at the increased price of $0.72 per share.

 

Accordingly, the Offering Circular is hereby supplemented as follows:

 

As of March 26, 2026, we had sold approximately 1,012,643 Shares in connection with the Primary Offering and 192,884 Shares in connection with the Secondary Offering, in each case at $0.66 per Share, for gross proceeds of $795,647.82 (without taking into consideration the 2.0% Transaction Fee), and issued 35,242 Bonus Shares for zero consideration.

 

This Supplement relates to (i) the primary offering for the issuance and sale of up to 29,166,666 shares of the Company’s Series B common stock, par value $0.00001 per share (the “Series B Common Stock” and “Shares,” respectively) by us for cash consideration of up to $21,000,000 (the “Primary Offering”), and (ii) the secondary offering for sale of up to 5,555,556 Shares by the Selling Stockholders (as defined under “Plan of Distribution—Selling Stockholders” below) for cash consideration of up to $4,000,000 (the “Secondary Offering”), consisting of a maximum of up to 34,722,222 Shares to be offered by us and the Selling Stockholders at a price per share of $0.72 per share issuable or resold, as applicable, in exchange for cash consideration (plus a 3.0% Transaction Fee (as defined below) in connection with the Primary Offering and Secondary Offering), and a maximum of 5,833,333 Shares to be issued to eligible investors as “Bonus Shares” for no additional cash consideration to us, pursuant to Regulation A, Tier 2, under the Securities Act of 1933, as amended (the “Securities Act” and the “Offering”). The Company will not receive any of the proceeds from the sale of Shares being sold by the Selling Stockholders.

 

This Offering is being conducted on a “best efforts” basis, and we and the Selling Stockholders intend to sell the Shares either directly to investors or through registered broker-dealers who are paid commissions. This Offering will terminate on the earlier of (i) January 5, 2028, (ii) the date on which the Primary Offering Maximum Amount (as defined below) is sold, or (iii) when the board of directors of the Company (the “Board”), at its sole discretion, elects to terminate the Offering (in each such case, the “Termination Date”).

 

The minimum investment amount from an investor is $999.36 or 1,388 shares, plus a 3.0% investor transaction fee; however, we expressly reserve the right to waive this minimum in the sole discretion of our management.

 

We will hold closings at any time at the Company’s discretion upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Company. If, on the initial closing date, we have sold less than the Primary Offering Maximum Amount (as defined below), then we may hold one or more additional closings for additional sales of Shares, until the earlier of (i) the sale of the Primary Offering Maximum Amount (as defined below) or (ii) the Termination Date. There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering in accordance with the uses set forth in the section entitled “Use of Proceeds” of this Supplement. No funds will be placed in an escrow account during the offering period, and no funds will be returned once an investor’s subscription agreement has been accepted by us. Subscriptions for Shares are irrevocable, and the purchase price is non-refundable, unless the Company rejects a subscription, as expressly stated in the Offering Circular. All proceeds received by us from subscribers in this Offering will be available for use by us upon our acceptance of subscriptions for the Shares.

 

Investing in the Shares involves a high degree of risk. These are speculative securities. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” included in the Offering Circular for a discussion of certain risks that you should consider in connection with an investment in the Shares.

 

 

THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

 

		Number of Shares				Price to Public (2)				Broker-Dealer Discounts and Commissions (3)				Proceeds to Issuer Before Expenses (4)				Proceeds to Selling Stockholders(7)
Per Share of Series B Common Stock			34,722,222	(1)		$	0.72			$	0.03			$	0.69			$	0.69
Bonus Shares			5,833,333
Transaction Fee (5)						$	0.02			$	0.001			$	0.02			$	0.02
Per Share plus Transaction Fee						$	0.74			$	0.03			$	0.71			$	0.69
Total Maximum with Transaction Fee (6)						$	25,750,000			$	1,711,500			$	20,038,500			$	4,000,000
Total Maximum Including Value of Bonus Shares and Transaction Fee (6)						$	29,950,000			$	1,711,500			$	24,238,499			$	4,000,000

 

 

	(1)	Represents up to 29,166,666 Shares to be issued and sold by the Company in the Primary Offering and up to 5,555,556 Shares to be sold by Selling Stockholders in the Secondary Offering.
	(2)	Reflects a public offering price using a price per share of $0.72 per Share, plus the $0.02 Transaction Fee (as defined below) per Share. In connection with the Primary Offering, the Company is offering up to 29,166,666 Shares directly to investors for up to a maximum of approximately $21,630,000. In connection with the Secondary Offering, the Selling Stockholders are offering up to 5,555,556 Shares directly to investors for up to a maximum of approximately $4,000,000. Additionally, the Company has allocated up to 5,833,333 additional Shares to be issued as Bonus Shares to eligible investors for no additional consideration (and no Transaction Fee will be applied to any Bonus Shares). The Bonus Shares represent 20% of the total number of Shares offered by the Company in connection with the Primary Offering. Investors who meet specified investment thresholds, and existing investors who make a new cash investment in this Offering, may receive Bonus Shares of up to 20% of the number of Shares purchased with their total cash investment in this Offering at the offering price of $0.72 per Share (excluding any Transaction Fees). In all cases, eligibility for, and the calculation of, Bonus Shares is based on an investor’s total cash investment in this Offering and is determined without regard to the allocation of the offering proceeds between the Primary Offering and the Secondary Offering, and the total number of Bonus Shares issued in this Offering will not exceed 5,833,333 Shares. For the purposes of Rule 251(a)(2), the Company is using an implied value of up to approximately $4,200,000 for the Bonus Shares. For more information regarding the eligibility criteria and calculation of Bonus Shares, see “Plan of Distribution.”

 

 

(3)

The minimum investment amount for each subscription is $999.36 or 1,388 shares, which must be rounded up to the nearest whole number, plus a 3.0% Transaction Fee (as defined below) per Share. The Offering may be made, in management’s discretion, directly to investors by the management of the Company on a “best efforts” basis. We reserve the right to offer the Shares through broker-dealers who are registered with the Financial Industry Regulatory Authority (“FINRA”). The Company has engaged DealMaker Securities LLC, a FINRA/SIPC registered broker-dealer (“Broker”) and its affiliates, to perform broker-dealer administrative and compliance related functions in connection with this Offering. The Broker does not purchase any securities from the Company or from the Selling Stockholders with a view to sell those for the Company or the Selling Stockholders as part of the distribution of the security.  The Company has agreed to pay Broker and its affiliates a one-time payment of $67,500, and monthly payments of $3,000 for up to three months for accountable expenses (total of $9,000), which are subject to refund, if expenses are not incurred. Once the offering commences, monthly payments of $3,000 will be paid for service fees up to a maximum of $27,000, plus a budget of supplemental marketing fees of $449,249.99, which may be used at the Company’s discretion on a case-by-case basis, and a 4.5% commission (x) on the aggregate amount raised by the Company in connection with the Primary Offering and on the aggregate amount sold by the Selling Stockholders in connection with the Secondary Offering, and (y) on the Transaction Fee. Neither the Broker nor its affiliates will receive compensation on the issuance of the Bonus Shares. In case this Offering is fully subscribed, the maximum amount the Company would pay to the Broker is approximately $1,711,449.99. See “Plan of Distribution” for more details.

 

(4)

The amounts shown in the “Proceeds to Issuer Before Expenses” column include a deduction of 4.5% for commissions payable to Broker on all the Shares being offered in connection with the Primary Offering and the Secondary Offering, including on the Transaction Fee, and other Broker and affiliate compensation. The amount shown is before deducting other organization and Offering costs to be borne by the Company, including accounting, legal, printing, due diligence, software, marketing, selling and other costs incurred in the Offering of the Shares.  The Company agreed to bear the costs and expenses on behalf of the Selling Stockholders in connection with the Secondary Offering. See “Use of Proceeds” and “Plan of Distribution.”

 

(5)

In connection with this Offering, investors will be required to pay a transaction fee equal to 3.0% of the subscription price per Share (the “Transaction Fee”) to the Company at the time of the subscription to help offset estimated transaction costs of 2% for payment processing of the investors subscription proceeds (not reflected in the table above). The Broker and its affiliates will also receive compensation of 4.5% of the Transaction Fee up to approximately $33,750 (assuming all Shares are sold in connection with the Primary Offering and the Secondary Offering), which is included in the maximum compensation described in footnote (2) above. The remainder proceeds from the Transaction Fee of up to approximately $716,250 will be allocated to the Company to offset the transactions costs of this Offering. Transaction Fee applies to the Primary Offering and the Secondary Offering, but the Transaction Fee does not apply to the Bonus Shares eligible investors may receive in this Offering. See “Plan of Distribution” for more details.

 

	(6)	The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act for Tier 2 offerings. The Shares are only being issued to purchasers who satisfy the requirements set forth in Regulation A. We have the option in our sole discretion to accept less than the minimum investment. While the Company will not receive any additional consideration for the Bonus Shares issued as part of this Offering or the Shares sold by the Selling Stockholders in connection with the Secondary Offering, pursuant to Rule 251(a) the total value of the Offering, as reflected here and in Part I of the Offering Statement of which this Offering Circular is part, is approximately $29,950,000 composed of approximately $20,038,500 in actual proceeds to the Company from investors, approximately $1,711,500 for the maximum amount the Company would have to pay to the Broker in case of a fully subscribed Offering (which includes the investor Transaction Fee), the value of the Bonus Shares of approximately $4,200,000, and approximately $4,000,000 in gross proceeds to the Selling Stockholders in connection with the Secondary Offering. This full amount of approximately $29,950,000 is the total amount the Company is offering towards its annual $75 million offering cap under Rule 251(a)(2).
	(7)	The Selling Stockholders are offering up to 5,555,556 Shares directly to investors for up to a maximum of approximately $4,000,000 (excluding the Transaction Fee).  However, the aggregate amount of approximately up to $114,600, which is derived from the Transaction Fee, will be collected and allocated to the Company at the time of the subscription to help offset transaction costs, while the amount of approximately up to $5,400 will be allocated to the Broker as part of Broker’s commission of 4.5%, as described above.  The Company will bear the Broker’s commission of 4.5% and the other costs and expenses incurred by the Selling Stockholders in connection with the Secondary Offering. Therefore, the Selling Stockholders will receive up to $4,000,000, on a pro rata basis, assuming all of their Shares offered in the Secondary Offering are sold. The amounts shown in the “Proceeds to Selling Stockholders” column does not include a deduction of 4.5% for commissions payable to Broker on the Shares being offered in connection with the Secondary Offering through Dealmaker’s platform and on the Transaction Fee applicable to those Shares. See “Plan of Distribution—Selling Stockholders” for more information.

 

 

BONUS SHARES ARE AVAILABLE TO INVESTORS BASED ON THE CRITERIA DISCUSSED BELOW UNDER “PLAN OF DISTRIBUTION.” INVESTORS WILL PAY FULL PRICE FOR THEIR SECURITIES, AND IF ELIGIBLE, MAY RECEIVE BONUS SHARES EQUAL TO AN AMOUNT THAT IS UP TO 20% OF THE NUMBER OF SHARES PURCHASED. BONUS SHARES BASED ON THE AMOUNT OF INVESTMENT WILL BE BASED ON A SINGLE TRANSACTION AND ARE NOT CUMULATIVE OF MULTIPLE PURCHASES. THOSE INVESTORS NOT ELIGIBLE FOR ANY BONUS SHARES OR THE MAXIMUM VALUE OF BONUS SHARES WILL EXPERIENCE SIGNIFICANT DILUTION COMPARED TO INVESTORS RECEIVING 20% BONUS SHARES AND WILL RESULT IN INVESTORS PAYING DIFFERENT AMOUNTS FOR THEIR SHARES DEPENDENT ON HOW MANY BONUS SHARES THEY RECEIVE.

 

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN TEN PERCENT (10%) OF THE GREATER OF YOUR ANNUAL INCOME OR YOUR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A+. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

 

IF THE INVESTOR LIVES OUTSIDE OF THE U.S., IT IS THE INVESTOR’S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN INVESTOR.

 

 

Bonus Shares

 

In connection with this Offering, the Company has allocated up to 5,833,333 additional shares of Series B Common Stock to be issued as Bonus Shares to eligible investors for no additional consideration, and no Transaction Fee will be applied to any Bonus Shares. The Bonus Shares represent 20% of the total number of Shares offered by the Company in connection with the Primary Offering. Investors who meet specified investment thresholds, and existing investors who make a new cash investment in this Offering, may receive Bonus Shares of up to 20% of the number of Shares purchased with their total cash investment in this Offering at the offering price of $0.72 per Share (excluding any Transaction Fees). In all cases, eligibility for, and the calculation of, Bonus Shares is based on an investor’s total cash investment in this Offering and is determined without regard to the allocation of the offering proceeds between the Primary Offering and the Secondary Offering, and the total number of Bonus Shares issued in this Offering will not exceed 5,833,333 Shares. The amount of Bonus Shares investors in this Offering are eligible to receive and the criteria for receiving such Bonus Shares is described under “Plan of Distribution—Bonus Shares for Certain Investors (Up to 20%)” below.

 

Our current noteholders, including holders of convertible promissory notes issued by us, will not be deemed “investors” eligible for Bonus Shares unless and solely to the extent they make a new cash investment in this Offering after qualification by the SEC. No Bonus Shares will be issued in respect of any conversion, exchange, or cancellation of outstanding indebtedness, including the conversion of any notes issued by us, whether before or after qualification of this Offering by the SEC.

 

 

RISK FACTORS

 

The following risk factors are amended and restated to reflect the update price per share and number of Shares offered in this Offering. All other risk factors set forth in the Offering Circular remain unchanged.

 

Investors in this Offering will incur immediate dilution from the offering price.

 

Because our price per share being offered is higher than our book value per share, investors will suffer immediate dilution in our net tangible book value purchased in this Offering. After giving effect to (i) the sale by us in the Primary Offering of Shares at an assumed public offering price of $0.72 per share, and the deduction of approximately $2.449 million in offering expenses and commissions payable by us, and (ii) issuance of all Bonus Shares, and assuming that (a) all Shares subject to the Secondary Offering are sold by the Selling Stockholders (which sales will not result in proceeds to us) and (b) no other shares of the Company are sold, and after giving effect to the conversion of certain convertible notes into an aggregate of 16,433,924 shares of Series B Common Stock pursuant to the note conversion and cancellation agreements entered into on December 24, 2025, the note conversion of the 2025 Regulation CF and Regulation D convertible notes into an aggregate of 7,310,604 shares of Series B Common stock, and the exercise of 400,000 stock options for shares of Series B Common Stock, our post-Offering pro forma net tangible book value as of June 30, 2025 would be approximately $3.515 million, or $0.02 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.16 per share to our existing stockholders as of June 30, 2025, and an immediate dilution in pro forma net tangible book value of approximately $0.70 per share to investors purchasing Shares in this Offering. See “Dilution” on page 33 for a more detailed description of the dilution to new investors in the Offering. 

 

We are offering Bonus Shares to certain investors, which will result in increased dilution to investors who do not receive Bonus Shares or receive a lower percentage of Bonus Shares.

 

In connection with this Offering, we have allocated up to 5,833,333 additional Shares to be issued as Bonus Shares to eligible investors for no additional consideration, and no Transaction Fee will be applied to any Bonus Shares. The Bonus Shares represent 20% of the total number of Shares offered by the Company in connection with the Primary Offering. Under our Bonus Share program described under “Plan of Distribution,” investors who meet specified investment thresholds, and existing investors who make a new cash investment in this Offering, may receive Bonus Shares in an amount of up to 20% of the number of Shares purchased with their total cash investment in this Offering (and, in the case of existing investors, additional Bonus Shares equal to 20% of such purchased Shares), in each case without regard to the allocation of the offering proceeds between the Primary Offering and the Secondary Offering.

 

As a result, investors who qualify for higher Bonus Share percentages (including existing investors who receive additional Bonus Shares) will effectively pay a lower average price per Share than investors who do not qualify for Bonus Shares or qualify for a lower percentage of Bonus Shares. The issuance of Bonus Shares for no additional consideration will increase the total number of Shares outstanding and dilute the economic and voting interests of investors who do not receive Bonus Shares, or who receive fewer Bonus Shares than other investors, compared to those investors who receive a higher percentage of Bonus Shares.

 

Our valuation and our offering price have been established internally and are difficult to assess.

 

The Company has set the price of its Shares at $0.72 per share. The valuation for this offering was established by the company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially early-stage companies, is difficult to assess and you may risk overpaying for your investment.

 

We have conducted multiple offerings of securities, and the integration of these offerings could materially harm our business and financial condition.

 

We are currently and will in the future be involved in one or more unrelated offerings of our securities. Any two or more of our securities offerings could be found by the SEC or a state securities agency to be “integrated” and therefore constitute a single offering of securities. The integration of our offerings could lead to a disallowance of certain exemptions from registration for the sale of our securities in such other securities offerings. Such a finding could give rise to various legal actions on behalf of a federal or state regulatory agency against the Company.

 

We will not receive any proceeds from Shares sold by Selling Stockholders, which may limit our ability to use offering proceeds for corporate purposes.

 

A portion of the Shares offered in this Offering are being sold by existing Selling Stockholders rather than by us. We will not receive any proceeds from the sale of Shares by Selling Stockholders. Selling Stockholders are offering up to 5,555,556 Shares, representing approximately 13.7% of the total Shares offered (including the Bonus Shares), or approximately 16.0% of the total Shares being sold for cash consideration. Investors will not be able to choose whether they are purchasing Shares from the Company or from Selling Stockholders. Further, the proceeds from Shares sold by Selling Stockholders will go directly to those Selling Stockholders. As a result, we will receive less capital from this Offering than if we were selling all of the offered Shares ourselves. This reduction in proceeds may limit our ability to fund operations, pursue growth opportunities, or achieve other corporate objectives that we might otherwise accomplish with the full proceeds of the Offering.

 

 

DILUTION

 

As of March 26, 2026, an aggregate of 141,410,653 shares of Common Stock is outstanding. In addition, 243,065,374 options to purchase shares of Series B Common Stock have been issued pursuant to stock option award agreements under the 2017 Plan, with exercise prices ranging from $0.001 to $0.185 per share. As of March 26, 2026, 42,186,380 shares of Series A Common Stock remain available for future grants under the 2025 Plan. As of the date hereof, no options to purchase shares of Series A Common Stock have been issued.

 

Additionally, 52,320,960 options to purchase shares of Series B Common Stock have been issued to our founder pursuant to stock option award agreements, with exercise prices ranging from $0.002 to $0.041 per share. Future awards could be issued at per share prices above or below the Offering Price. The following dilution discussion does not include any conversion of our outstanding convertible notes into shares of Series B Common Stock, or any awards under our 2017 Stock Option Plan and 2025 Plan, or awards granted to our executive officers outside of the 2017 Stock Option Plan and 2025 Plan.

 

If you purchase Shares in this Offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

 

Our net tangible book value as of June 30, 2025, was approximately $(15.787) million or $(0.14) per share based on 116,434,240 outstanding shares of Common Stock. Net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of Common Stock outstanding, all as of the date specified.

 

After giving effect to (i) the sale by us in the Primary Offering of Shares at an assumed public offering price of $0.72 per share, and the deduction of approximately $2.448 million in offering expenses and commissions payable by us, and (ii) issuance of all Bonus Shares, and assuming that (a) all Shares subject to the Secondary Offering are sold by the Selling Stockholders (which sales will not result in proceeds to us) and (b) no other shares of the Company are sold, and after giving effect to the conversion of certain convertible notes into an aggregate of 16,433,924 shares of Series B Common Stock pursuant to the note conversion and cancellation agreements entered into on December 24, 2025, the note conversion of the 2025 Regulation CF and Regulation D convertible notes into an aggregate of 7,310,604 shares of Series B Common stock, and the exercise of 400,000 stock options for shares of Series B Common Stock, our post-Offering pro forma net tangible book value as of June 30, 2025, would be approximately $3.515 million, or $0.02 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.16 per share to our existing stockholders as of June 30, 2025, and an immediate dilution in pro forma net tangible book value of approximately $0.70 per share to investors purchasing Shares in this Offering.

 

Because all series of shares of our Common Stock have the same economic rights (and differ only with respect to voting rights), we have counted the outstanding Series A Common Stock, Series B Common Stock and Series C Common Stock equally for purposes of the dilution calculations below. The following table illustrates the per share dilution to investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the Shares offered for sale in this Offering (after deducting our estimated offering expenses and Broker commission of approximately $2.448 million, $2.030 million, $1.612 million, and $1.193 million), respectively, as of June 30, 2025:

 

Funding Level		$	19,301,120			$	13,282,057			$	7,262,995			$	1,243,932
Offering Price		$	0.72			$	0.72			$	0.72			$	0.72
Net tangible book value per Share at June 30, 2025		$	(0.14	)		$	(0.14	)		$	(0.14	)		$	(0.14	)
Increase per Share attributable to existing investors in this Offering		$	0.16			$	0.12			$	(0.35	)		$	(1.52	)
Pro forma net tangible book value per Share after Offering at June 30, 2025		$	0.02			$	(0.02	)		$	(0.06	)		$	(0.12	)
Dilution to investors purchasing Share in the Offering		$	0.70			$	0.74			$	0.78			$	0.84

 

 

PLAN OF DISTRIBUTION

 

The Shares are being offered by us on a “best-efforts” basis. There is no aggregate minimum to be raised in order for the Offering to become effective, and therefore the Offering will be conducted on a “rolling basis.” This means we are entitled to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, including, without limitation, research and development expenses, offering expenses, working capital, general corporate purposes, repayment of debt (if any) and, prior to our use of the proceeds, other uses, including short-term, interest-bearing investments, as more specifically set forth in the “Use of Proceeds” below.

 

Agreement with DealMaker Securities, LLC

 

DealMaker Securities, LLC, a broker-dealer registered with the Commission and a member of FINRA (the “Broker”), has been engaged to provide the administrative and compliance related functions in connection with this Offering, and as broker-dealer of record. Although this role differs from that of a traditional underwriter in that the Broker does not purchase any securities from the Company with a view to sell such for the Company as part of the distribution of the security, the Broker is a statutory underwriter under Section 2(a)(11) of the Securities Act of 1933. Affiliates of Broker have also been engaged to provide technology services and marketing advisory services, specifically Novation Solutions Inc. O/A DealMaker (“DealMaker”) and DealMaker Reach, LLC (“Reach”).

 

Neither the Broker nor its affiliates will receive compensation for the sale or issuance of bonus securities. The aggregate fees payable to the Broker and its affiliates are described below.

 

Administrative and Compliance Related Functions

 

The Broker will provide administrative and compliance related functions in connection with this Offering, including:

 

·

Reviewing and performing due diligence on the Company and the Company’s management and principals and consulting with the Company regarding same;

 

·

Reviewing with the Company on best business practices regarding this raise in light of current market conditions and prior self-directed capital raises;

 

·

Reviewing with the Company on question customization for investor questionnaire, selection of webhosting services, and template for the Offering campaign page;

 

·

Advising us on compliance of marketing material and other communications with the public with applicable legal standards and requirements;

 

·

Providing advice to the Company on preparation and completion of this Offering Circular;

 

·

Providing extensive review, training and advice to the Company and Company personnel on how to configure and use the electronic platform for the Offering powered by Novation Solutions Inc. O/A DealMaker (“DealMaker”), an affiliate of the Broker;

 

·

Assisting the Company in the preparation of state, Commission and FINRA filings related to the Offering;

 

·

Working with Company personnel and counsel in providing information to the extent necessary;

 

·

Reviewing investor information, including identity verification, performing Anti-Money Laundering (“AML”) and other compliance background checks, and providing the Company with information on an investor in order for the Company to determine whether to accept such investor into the offering;

 

 

·

If necessary, discussions with us regarding additional information or clarification on a Company-invited investor;

 

·

Coordinating with third party agents and vendors in connection with performance of services;

 

·

Reviewing each investor’s subscription agreement to confirm such investor’s participation in the Offering and provide a recommendation to us whether or not to accept the subscription agreement for the investor’s participation;

 

·

Contacting and/or notifying us, if needed, to gather additional information or clarification on an investor;

 

·

Providing ongoing advice to us on compliance of marketing material and other communications with the public, including with respect to applicable legal standards and requirements;

 

·

Reviewing with the Company regarding any material changes to the Form 1-A which may require an amended filing; and

 

·

Reviewing third party provider work-product with respect to compliance with applicable rules and regulations.

 

Such services shall not include providing any investment advice or any investment recommendations to any investor. For these services, we have agreed to pay Broker:

 

·

A one-time $27,500 payment for accountable expenses;

 

·

A cash commission equal to four and one-half percent (4.5%) of each investor’s total amount invested in the Offering (including the 3.0% Transaction Fee), not to exceed a maximum of $1,158,749.99, if fully subscribed.

 

Technology Services

 

The Company has also engaged DealMaker, an affiliate of Broker, to create and maintain the online subscription processing platform for the Offering.

 

After the qualification by the Commission of the Offering Statement of which this Offering Circular is a part, this Offering will be conducted using the online subscription processing platform of DealMaker through our website at https://invest.immersed.com, whereby investors will receive, review, execute and deliver subscription agreements electronically as well as make payment of the purchase price through a third party processor by ACH debit transfer, wire transfer or credit card to an account we designate. There is no escrow established for this Offering. We will hold closings upon the receipt of investors’ subscriptions and our acceptance of such subscriptions.

 

For these services, we have agreed to pay DealMaker:

 

·

A one-time $10,000 payment and monthly payments of $2,000 for three months (up to $6,000) for accountable expenses; and

 

·

After the Offering commences, $2,000 monthly marketing advisory fee, to a maximum of $18,000.

 

Marketing and Advisory Services

 

The Company has also engaged Reach, an affiliate of Broker, for certain marketing advisory and consulting services. Reach will consult and advise on the design and messaging on creative assets, website design and implementation, paid media and email campaigns, advise on optimizing the Company’s campaign page to track investor progress, and advise on strategic planning, implementation, and execution of Company’s capital raise marketing budget.

 

 

For these services, we have agreed to pay Reach:

 

·

A one-time $30,000 payment and monthly payments of $1,000 for three months (up to $3,000) for accountable expenses for the provision of marketing consulting services and developing materials with respect to the self-directed electronic roadshow; and

 

·

After the Offering commences, $1,000 monthly marketing advisory fee, to a maximum of $9,000.

 

For supplemental marketing services, Reach will receive as compensation a maximum of $449,249.99, which will be requested on a case-by-case basis as the Company requests for the placement of marketing advertisements.

 

The Administrative and Compliance fees, the Technology Services Fees, and the Marketing and Advisory Services Fees described above will, in aggregate, not exceed $1,711,499.99.

 

Transaction Fee

 

In connection with this Offering, Investors will be required to pay a Transaction Fee to the Company at the time of the subscription to help offset transaction costs equal to 3.0% of the subscription price per Share (the “Transaction Fee”). The Transaction Fee will apply in connection with the issuance and sale of new Shares by the Company in the Primary Offering and in connection with the sale of Shares by the Selling Stockholders in the Secondary Offering. The aggregate amount paid by the investors related to the Transaction Fee will be allocated to the Company to offset the Offering costs. The Transaction Fee is subject to the 4.5% commission calculation charged by DealMaker Securities. These expenses are included in the maximum compensation set forth in the table above.

 

Offering Period and Expiration Date

 

This Offering will start on or after the date on which the Offering Statement is qualified by the SEC, and will terminate at our discretion or, on the Termination Date.

 

Procedures for Subscribing

 

After the Offering Statement has been qualified by the Commission, the Company will accept tenders of funds to purchase the Shares. The Company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). Investors may subscribe by tendering funds via wire, credit or debit card, or ACH only, and checks will not be accepted. Investors will subscribe via the Company’s website and investor funds will be processed via DealMaker’s integrated payment solutions. Funds will be held in the Company’s payment processor account until the Broker has reviewed the proposed subscription, and the Company has accepted the subscription. Funds released to the Company’s bank account will be net funds (investment less payment for processing fees and a holdback equivalent to 5.0% for 90 days).

 

The Company will be responsible for payment processing fees in relation to this Offering, estimated to be approximately 2.0% of the total proceeds. Upon each closing, funds tendered by investors will be made available to the Company for its use.

 

In order to invest, you will be required to subscribe to the Offering via the Company’s website integrating DealMaker’s technology and agree to the terms of the offering, Subscription Agreement, and any other relevant exhibits attached thereto.

 

Investors will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of his or her annual income or 10% of their net worth (excluding the investor’s principal residence).

 

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. Broker will review all subscription agreements completed by the investors. After Broker has completed its review of a subscription agreement for an investment in the Company, and the Company has elected to accept the investor into the offering, the funds may be released to the Company.

 

 

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests from the Company, in the event an investor fails to provide requested follow up information to complete background checks or fails background checks, and in the event the Company receives oversubscriptions in excess of the Primary Offering Maximum Amount.

 

The Subscription Agreement is to be construed in accordance with and governed by the laws of the State of Texas. The Subscription Agreement provides further that the parties to the Subscription Agreement will submit to the jurisdiction of the state courts of Texas and to the jurisdiction of the United States District Court in the City and County of Austin, Travis County for the purpose of any suit, action or other proceeding arising out of or based upon the Subscription Agreement.

 

Investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Notwithstanding any interpretation of the provisions in the Subscription Agreement to the contrary, pursuant to Section 22 of the Securities Act, investors’ claims asserted under the Securities Act and the rules and regulations thereunder are subject to concurrent state and federal court jurisdiction. Additionally, pursuant to Section 27 of the Exchange Act, and the recent Supreme Court precedent thereunder in Merrill Lynch, Pierce, Fenner & Smith Inc. v. Manning (2016), the federal courts will have exclusive jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

 

In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, the Company has not set a maximum period of time to decide whether to accept or reject a subscription. If a subscription is rejected, funds will not be accepted by wire transfer or ACH, and payments made by debit card or credit card will be returned to subscribers within 30 days of such rejection without deduction or interest.

 

The Broker has not investigated the desirability or advisability of investment in the Shares, nor approved, endorsed or passed upon the merits of purchasing the Shares. Broker is not purchasing the Company’s securities for its own account with the intent to resell those, and under no circumstance will it recommend the Company’s securities or provide investment advice to any prospective investor or make any securities recommendations to investors. Broker is not distributing any offering circulars or making any oral representations concerning this Offering Circular or this Offering. Based upon Broker’s anticipated limited role in this Offering, it has not and will not conduct extensive due diligence of this Offering and no investor should rely on the involvement of Broker in this offering as any basis for a belief that it has done extensive due diligence. Broker does not expressly or impliedly affirm the completeness or accuracy of the Offering Statement and/or Offering Circular presented to investors by the Company. All inquiries regarding this Offering should be made directly to the Company.

 

Commissions and Discounts

 

The following table sets forth the total discounts and compensation payable to the Broker in connection with this Offering:

 

		Per Share				Maximum
Public Offering Price		$	0.72			$	25,000,000	(1)
Transaction Fee		$	0.02			$	750,000	(2)
Broker and Affiliate Compensation		$	0.05			$	1,711,500
Proceeds, before expenses, to us		$	0.58			$	20,038,500	(3)

 

	(1)	This includes the total amount of 29,166,666 Shares subject to the Primary Offering and the total amount of 5,555,556 Shares subject to the Secondary Offering.
	(2)	The Transaction Fee does not apply to the Bonus Shares.
	(3)	Represents the proceeds, before expenses, to the Company, after deducting $4,000,000, which will be received by the Selling Stockholders, on a pro rata basis, assuming all of their Shares offered in the Secondary Offering are sold.

 

 

Selling Stockholders

 

The Selling Stockholders set forth below will sell up to a maximum of 5,555,556 Shares for up to $4,000,000.

 

The table below sets forth the names of the Selling Stockholders, the number of shares of capital stock (on an as-converted basis to Series B Common Stock basis) beneficially owned prior to this Offering, the number of Shares being offered in connection with the Secondary Offering and the number of shares of capital stock to be beneficially owned after this Offering, on a fully diluted basis, assuming that all of Selling Stockholders’ Shares are sold in connection with the Secondary Offering.

 

Subscriptions for the Shares will be allocated between the Company and the Selling Stockholders, with 84% of the gross proceeds in each closing (until the maximum primary amount is reached) payable to the Company in respect of newly issued Shares in the Primary Offering and 16% of the gross proceeds (until the maximum secondary amount is reached) payable to the Selling Stockholders in respect of Shares sold in the Secondary Offering. The portion of the gross proceeds allocated to the Selling Stockholders in any closing will then be apportioned among the Selling Stockholders on a pro rata basis. In each closing in which Selling Stockholders participate, each Selling Stockholder will be entitled to sell its “Pro Rata Portion” of the secondary Shares, which is determined by multiplying (i) the total number of Shares being sold by all Selling Stockholders in that closing by (ii) a fraction, the numerator of which is the number of Shares such Selling Stockholder is offering in this Offering and the denominator of which is the aggregate number of Shares being offered by all Selling Stockholders, as set forth in the table below.

 

For example, if the Company holds a closing for $1,000,000 in gross proceeds, the Company will issue Shares and receive $840,000 in gross proceeds in the Primary Offering, and the Selling Stockholders, in the aggregate, will receive $160,000 in gross proceeds in the Secondary Offering and will transfer to investors the number of Shares corresponding to that $160,000, apportioned among them based on their respective Pro Rata Portions. Selling Stockholders will not offer fractional Shares, and the number of Shares represented by a Selling Stockholder’s Pro Rata Portion in any closing will be determined by rounding down to the nearest whole Share.

 

The Broker will receive a 4.5% commission on sales of Shares by the Selling Stockholders through Dealmaker’s platform prior to disbursement to the Selling Stockholder. The Company will not receive any of the proceeds from the sale of Shares by the Selling Stockholders in connection with the Secondary Offering, except for the Transaction Fee applied on the Shares sold by the Selling Stockholders which will be allocated to the Company to offset the costs of the Offering.

 

Selling Stockholder		Amount of Shares Owned Prior to the Offering (on a Fully Diluted Basis)				Amount Offered				Amount Owned After the Offering (Assuming Sale of All Amount Offered)				Selling Stockholders Pro Rata Portion (1)
Renji Bijoy			331,893,100				3,819,445				328,073,655				68,75	%
Joseph Bernardi			21,248,420				1,041,667				20,206,753				18.75	%
Tatsuya Yamashita			5,674,520				694,444				4,980,076				12.50	%
Total			358,816,040				5,555,556				353,260,484				100.00	%

 

(1)	“Pro Rata Portion” represents that portion that a Selling Stockholder may sell in the Offering expressed as a percentage where the numerator is the amount offered by the Selling Stockholder divided by the total number of shares offered by all Selling Stockholders.

 

All of the aforementioned Selling Stockholders will be entering into an irrevocable power of attorney (“POA”) with an individual, as attorney-in-fact, in which they will be directing the Company and the attorney-in-fact to take the actions necessary in connection with the Offering and the sale of shares. This includes the signature of any required subscription agreements with each purchaser.

 

 

Bonus Shares for Certain Investors (Up to 20%)

 

In connection with this Offering, we have allocated up to 5,833,333 additional Shares to be issued as “Bonus Shares” to eligible investors for no additional consideration, and no Transaction Fee will be applied to any Bonus Shares. This maximum allocation of 5,833,333 Bonus Shares represents 20% of the 29,166,666 Shares offered by the Company in connection with the Primary Offering. Investors who meet specified investment thresholds, and existing investors who make a new cash investment in this Offering, may receive Bonus Shares of up to 20% of the number of Shares purchased with their total cash investment in this Offering at the offering price of $0.72 per Share (excluding any Transaction Fees). Existing investors in the Company who make a new cash investment in this Offering may be entitled to receive additional Bonus Shares equal to 20% of the number of Shares purchased with their total cash investment, in addition to any Bonus Shares earned based on their investment amount. In all cases, eligibility for, and the calculation of, Bonus Shares is based on an investor’s total cash investment in this Offering and is determined without regard to the allocation of the offering proceeds between the Primary Offering and the Secondary Offering, and the total number of Bonus Shares issued in this Offering will not exceed 5,833,333 Shares.

 

The Company’s current noteholders, including holders of convertible promissory notes issued by the Company, will not be deemed “investors” eligible for Bonus Shares unless and solely to the extent they make a new cash investment in this Offering after qualification by the SEC. No Bonus Shares will be issued in respect of any conversion, exchanger, or cancellation of outstanding indebtedness, including the conversion of any notes issued by the Company, whether before or after qualification of this Offering by the SEC.

 

The amount of Bonus Shares investors in this Offering are eligible to receive and the criteria for receiving such Bonus Shares is as follows:

 

(i)

Investment Amount. Investors will be eligible to receive Bonus Shares based on the amount of their investment in this Offering. The below table summarizes the available bonus by amount invested:

 

Amount Invested		Bonus Shares
$5,000.00+			5	%
$10,000.00+			10	%
$25,000.00+			15	%
$50,000.00+			20	%

 

(ii)

Existing Immersed Investor. Existing investors in the Company will also be eligible to receive Bonus Shares if they invest in this Offering. Each existing investor that invests in this Offering will receive Bonus Shares equal to 20% of the number of shares purchased, rounded down to the nearest whole share.

 

The maximum amount of Bonus Shares an investor may receive with respect to any single investment in this Offering is 20% of such investor’s total cash investment (i.e., the number of Shares purchased for cash at the offering price of $0.72 per Share, excluding any Transaction Fees, rounded down to the nearest whole Share).

 

Investors in this Offering are only eligible to receive one Bonus Share benefit, and the bonus tiers are not cumulative. Accordingly, an investor who qualifies both under the investment amount thresholds and as an existing investor will receive Bonus Shares at a rate of 20% of such investor’s total cash investment, and no single investor will receive Bonus Shares in excess of 20% of such investor’s total cash invesmeent in respect of any investment in this Offering. Bonus Shares will be applied to each investor following the completion of the subscription in the Offering. The Broker and the Company will verify eligibility for Bonus Shares based on records of prior investments in the Company and current investments in this Offering.

 

Transfer Agent and Registrar

 

DealMaker Transfer Agent will serve as transfer agent to maintain shareholder information on a book-entry basis. We will not issue shares in physical or paper form. Instead, our shares will be recorded and maintained on our shareholder register.

 

 

USE OF PROCEEDS

 

If the Primary Offering Maximum Amount is sold in connection with the Primary Offering (at a public offering price per share of $0.72, plus the $0.02 of Transaction Fee per Share) pursuant to this Offering Circular, our net proceeds (after our estimated offering expenses, broker-dealer discounts and commissions of approximately $1,993,880) are expected to be approximately $19,816,120 (including the Transaction Fee applied on the Selling Stockholders’ Shares, assuming the total Selling Stockholders’ Shares are sold in connection with the Secondary Offering, which will be allocated to the Company to offset the Offering costs). The estimate of the budget for Offering costs is an estimate only and the actual Offering costs may differ. The following table represents management’s best estimate of the uses of the net proceeds received from the sale of the Shares assuming the sale of, respectively, 100%, 75%, 50% and 25% of Shares offered for sale in this Offering.

 

		Percentage of Offering Sold
Use of Proceeds		100%				75%				50%				25%
Total amount raised		$	21,750,000			$	15,312,500			$	8,875,000			$	2,437,500
Product development		$	11,580,672			$	7,969,234			$	4,357,797			$	746,359
Salaries and compensation		$	5,790,336			$	3,984,617			$	2,178,898			$	373,180
General corporate purposes		$	1,930,112			$	1,328,206			$	726,399			$	124,393
Offering Expenses (including broker-dealer fees and commissions)		$	1,993,880			$	1,644,193			$	1,357,505			$	1,064,818
Payment and Transaction Processing Fees		$	515,000			$	386,250				257,500			$	128,750

 

We will not receive any of the proceeds from the sale of Shares being sold by the Selling Stockholders in connection with the Secondary Offering, except for up to $114,600 resulting from the Transaction Fee applied on the Selling Stockholders’ Shares (assuming all Selling Stockholders’ Shares offered in connection with the Secondary Offering are sold), which will be allocated to the Company to offset the Offering costs.

 

We are an early-stage company that began development efforts in 2017. As set forth above, we expect to utilize the majority of capital raised in connection with this Offering to fund our business strategy, including without limitation, product development, salaries and compensation, general corporate purposes, and offering expenses. Our plan of operations for the next few years includes scaling Visor through mass production, developing a newer version of Visor, the Visor 2, further developing and scaling adoption of Curator AI, as well as other AI initiatives where our hardware provides value to other AI companies.

 

The amounts set forth above are our current estimates for such development, and we cannot be certain that actual costs will not vary from these estimates. This expected use of the net proceeds from the Primary Offering represents our intentions based upon our current financial condition, results of operations, business plans and conditions. Our management has significant flexibility and broad discretion in applying the net proceeds received in the Primary Offering, including the repayment of any indebtedness. We cannot assure that our assumptions, expected costs and expenses, and estimates will prove to be accurate or that unforeseen events, problems or delays will not occur that would require us to seek additional debt and/or equity funding, which may not be available on favorable terms, or at all. See “Risk Factors” included in the Offering Circular.

 

Although our business does not presently generate profit, we believe that if we raise the Primary Offering Maximum Amount, that we will have sufficient capital to finance our operations at least through the end of December 2027. However, if we do not sell the Maximum Amount or if our operating and development costs are higher than expected, we will need to obtain additional financing prior to that time. Further, we expect that during and/or after such period, we may be required to raise additional funds to finance our operations until such time that we can conduct profitable revenue-generating activities.

 

Pending our use of the net proceeds from the Primary Offering, we may choose to invest the net proceeds in a variety of capital preservation investments, including, without limitation, short-term, investment grade, interest bearing instruments and United States government securities. We may also use a portion of the net proceeds for the investment in strategic partnerships and possibly the acquisition of complementary businesses, products, and/or technologies, although we have no present commitments or agreements for any specific acquisitions or investments.

 

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