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ROZE AI INC. Form 424B4 — Sep 28, 2026

Form 424B4Filed Sep 28, 2026, 5:13 PM ET0001213900-26-104150Original filing

Roze AI Inc. filed a 424B4 prospectus for its direct listing on the Nasdaq Capital Market under symbol RZAI, registering up to 18,138,565 common shares for resale by existing shareholders, with trading expected to begin on or about September 29, 2026. No underwriters are engaged on a firm-commitment basis and the company will receive no proceeds from shareholder sales. Concurrent with the listing, Roze AI closed a $10 million private placement of 1,250,000 Class C Preferred Shares at $8.00 per share.

Key figures

Revenue
2295237
Gross Proceeds
10000000
Offering Price
$8.00 per Class C Preferred Share (private placement); no fixed public offering price (direct listing)
Shares Offered
18138565
Advisory fee
$250,000 one-time cash fee to RBW Capital Partners
Revenue 2024
8225475
Net loss 2024
1444257
Debt outstanding
$6.5 million (incl. ~$2.0M convertible)
Voting power ceo
61% post-listing (controlled company)
Accumulated deficit
16754384
Direct listing ticker
RZAI
Preferred dividend rate
12% of $8.00 Fixed Price ($0.96/share/year), cumulative
Warrant shares registered
4260000
Conversion floor price 120d
$1.00
Shares registered for resale
18138565
Class c preferred shares sold
1250000
Outstanding common registered
13878565
Conversion floor price initial
$4.00

AI analysis

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