Bixby Technologies Inc Consent Order Late Filing

BEFORE THE ARKANSAS SECURITIES COMMISSIONER CASE NO. S-26-0018 ORDER NO. S-26-0018-26-OR01

IN THE MATTER OF:

BIXBY TECHNOLOGIES, INC.

RESPONDENT

CONSENT ORDER

This Consent Order is entered pursuant to the Arkansas Securities Act ("Act"), codified at Ark. Code Ann. §§ 23-42-101 through 23-42-509, and the Rules of the Arkansas Securities Commissioner ("Rules"). 23 CAR §§ 300-101 through 300-609, in accordance with an agreement by and between the Staff of the Arkansas Securities Department ("Staff") and Bixby Technologies, Inc. ("Bixby") in full and final settlement of all claims that could be brought against Bixby on the basis of the facts set forth herein.

Bixby admits the jurisdiction of the Act and the Arkansas Securities Commissioner ("Commissioner"), waives its right to a formal hearing and appeal, and without admitting or denying the finding of facts made herein, consents to the entry of this order and agrees to abide by its terms.

FINDINGS OF FACT

1. Bixby is a corporation organized and operating under the laws of the State of Delaware with its principal place of business in Mountain View, California. Bixby is not registered with the Arkansas Securities Department ("Department") in any capacity.
2. On February 26, 2026, Bixby made an exemption filing pursuant to Ark. Code Ann. § 23-42-504(a)(9) with the Department.
3. On March 30, 2026, Bixby informed the Staff that \$10,000 worth of shares of its Series Seed Preferred Stock were sold to an Arkansas investor ("AR1") on January 20, 2026.
4. Bixby has fully cooperated with the Staff during the Staff's review of this matter.

CONCLUSIONS OF LAW

1. Any transaction pursuant to an offer and sale to not more than thirty-five (35) purchasers is exempted from the requirements found in Ark. Code Ann. §§ 23-42-501 and 23-42-502 if the seller reasonably believes that all the buyers are purchasing for investment purposes, and a commission or other remuneration is not paid or given directly or indirectly for soliciting any prospective buyer in Arkansas unless the person receiving any such commission or remuneration is registered under Ark. Code Ann. § 23-42-301. Ark. Code Ann. § 23-42-504(a)(9)(A).
2. Before any transaction shall be executed as an exempted transaction under Ark. Code Ann. § 23-42-504(a)(9), a seller must first file a proof of exemption with the Commissioner and the Commissioner by order shall not have disallowed the exemption within the next ten (10) full business days. Ark. Code Ann. § 23-42-504(b)(1).

3. "Proof of Exemption" as used in Ark. Code Ann. § 23-42-504(b) of the Act shall mean the filing made by an applicant, together with any supporting documents and written statements of the applicant as set forth in the appropriate Rule, whereby the applicant describes their expected conduct during the exemption process and demonstrates their disclosure and antifraud responsibilities required in order to qualify for the exemption. A proof of exemption is not in and of itself an exemption. It is merely the filing by which an applicant requests the Commissioner not to withdraw the availability of use of the exemption based on the applicant's demonstration of their recognition of the technical requirements necessary to qualify. 23 CAR § 300-102(b)(34).

4. 23 CAR § 300-504(b)(1)(I) sets forth the necessary items required in a proof of an exemption filing with the Commissioner, under Ark. Code Ann. § 23-42-504(b)(1), where a seller claims an exemption under Ark. Code Ann. § 23-42-504(a)(9) relating to Small Private Offerings.

5. Pursuant to Ark. Code Ann. § 23-42-501, it is unlawful for any person to offer or sell any security in Arkansas unless it is registered under the Act, the security or transaction is exempted under the Act, or it is a covered security.

6. Bixby violated Ark. Code Ann. § 23-42-504(b)(1) by failing to file a proof of exemption under Ark. Code Ann. § 23-42-504(a)(9) and 23 CAR § 300-504(b)(1)(I) prior to executing its transaction with AR1.

7. Bixby violated Ark. Code Ann. § 23-42-501 by selling \$10,000 worth of shares of its Series Seed Preferred Stock to AR1 before it was exempted under Ark. Code Ann. § 23-42-504(a)(9).

8. Bixby filed all necessary items for the exemption as set forth in Ark. Code Ann. § 23-42-504(b)(2)-(4) and 23 CAR § 300-504(b)(1)(I) on March 24, 2026.

UNDERTAKINGS

In settlement of this matter Bixby agrees to pay a fine in the amount of \$500.00.

OPINION

This Order is in the public interest. The facts as set out in paragraphs two through four support the violations of the Act and Rules as set out in paragraphs five through twelve.

ORDER

IT IS THEREFORE ORDERED that Bixby Technologies, Inc. pay a fine in the amount of \$500.00 to the Department upon entry of this order.

WITNESS MY HAND this the 23rd day of April, 2026.

SUSANNAH T. MARSHALL

ARKANSAS SECURITIES COMMISSIONER

By:

J. Campbell McLaurin

Deputy Commissioner

Arkansas Securities Department

1 Commerce Way, Suite 402

Little Rock, Arkansas 72202

APPROVED AS TO FORM AND CONTENT:

Shaw McKean

Name: Shaw McKean

Title: Chief Executive Officer

Bixby Technologies, Inc.

4/22/2026

Date

Ryan J. Little, Esq.

Attorney II

Arkansas Department of Commerce | State Securities Department

e: ryan.little@arkansas.gov

t: 501-324-9266

4/23/2026

Date