IPOs & Offerings

Powerdyne files S-1 for potential resale of common stock

The preliminary registration statement covers shares tied to an equity financing agreement and a warrant. The company is not selling shares through the prospectus.

By Carter Hayes ·

Key takeaways

  • Powerdyne International filed a Form S-1 registration statement with the Securities and Exchange Commission on July 24, 2026.
  • The preliminary prospectus concerns potential resales by named selling security holders after the registration statement becomes effective.
  • The filing identifies shares connected to an equity financing agreement with GHS Investments LLC and a warrant issued to Quick Capital, LLC.

Preliminary resale registration

Powerdyne International submitted a Form S-1 registration statement to the Securities and Exchange Commission. The prospectus is preliminary, and the selling security holder cannot sell the registered securities until the registration statement is effective.

The company states that the prospectus concerns possible resales or other dispositions of its common stock by selling security holders. Powerdyne is not offering its own common stock under the prospectus.

The filing says Powerdyne cannot predict whether, when or in what amounts the selling security holders may sell shares, or the prices at which sales may occur.

Financing agreement and warrant

The registration statement identifies shares issuable under an equity financing agreement dated June 23, 2025 with GHS Investments LLC. Under that agreement, Powerdyne may require GHS Investments to purchase common stock after a registration statement is declared effective, subject to the agreement's terms.

The filing also identifies shares issuable upon the full exercise of a common-stock purchase warrant dated April 22, 2026 between Powerdyne and Quick Capital, LLC. The warrant was issued in connection with a convertible promissory note dated the same day.

Powerdyne states it would not receive proceeds from resales by the selling security holders. It says it may receive proceeds from cash exercises of the warrant and from purchases under the equity financing agreement.

Offering status and trading symbol

The proposed sale is described as occurring from time to time after the effective date of the registration statement. The company also states that its common stock is quoted on OTC Markets under the symbol PWDY.

The filing notes that investing in the company’s common stock involves a high degree of risk and directs readers to its risk-factor disclosures.