Glow Holdings, Inc. filed Amendment No. 1 to its Form S-1 registration statement with the SEC on October 28, 2026, seeking to register up to 35,000,000 shares of common stock at $0.01 per share in a best-efforts direct public offering.

Key Highlights

  • Offering size: Up to 35,000,000 shares of common stock at a fixed price of $0.01 per share, for maximum gross proceeds of $350,000 before offering expenses.
  • No minimum: According to the filing, there is no minimum number of shares that must be sold and no minimum amount of proceeds that must be raised before a closing may occur.
  • Controlling stockholder: Daniela Carolina Mujica Chacon, the company's sole director and executive officer, currently controls approximately 99.7% of aggregate voting power and would retain approximately 95.2% if all offered shares are sold.
  • Dual-class structure: Each share of Special 2024 Series B Preferred Stock carries 1,000 votes versus one vote per share of common stock; 700,000 preferred shares are outstanding, all held by Ms. Mujica Chacon.
  • Pre-offering share count: The company reports 40,123,783 shares of common stock and 700,000 shares of Special 2024 Series B Preferred Stock issued and outstanding immediately prior to this offering.
  • OTC trading price: The last reported sale price of the common stock on OTC Markets under the symbol "GLOH" was $0.02 per share on October 20, 2026.
  • No underwriter: The company disclosed it has not engaged an underwriter, broker-dealer, placement agent, or other selling agent as of the date of the prospectus.

Glow Holdings' Best-Efforts Offering and Voting Control Structure

Glow Holdings, Inc., a Nevada corporation with primary SIC code 7372, filed this S-1/A as Amendment No. 1 to Registration No. 333-299073. The company is quoted on the OTC Markets as OTC:GLOH. The offering is structured as a direct, best-efforts sale with no underwriter and no escrow arrangement currently in place. According to the filing, the company may conduct one or more closings on a rolling basis after the registration statement is declared effective, and funds from accepted subscriptions will be available for use following each closing.

The filing highlights a dual-class voting structure that significantly concentrates control. Common stockholders hold one vote per share, while holders of the Special 2024 Series B Preferred Stock hold 1,000 votes per share. Prior to the offering, common stock represents approximately 5.4% of aggregate voting power and the preferred stock approximately 94.6%. Assuming all 35,000,000 offered shares are sold, the filing states that common stock would rise to approximately 9.7% of aggregate voting power while the preferred stock would represent approximately 90.3%. The filing warns that "purchasers of Common Stock in this Offering will have limited ability to influence" matters submitted to stockholders.

Ms. Mujica Chacon, named as the company's sole director and executive officer and agent for service, beneficially owns 37,560,000 shares of common stock and all 700,000 outstanding shares of Special 2024 Series B Preferred Stock, according to the filing. The company is classified as an emerging growth company and a smaller reporting company, making it eligible for certain reduced disclosure and reporting accommodations under the JOBS Act. The prospectus notes it is preliminary, subject to completion, and that securities may not be sold until the registration statement is declared effective.

What Was Disclosed

Glow Holdings filed Amendment No. 1 to its S-1 on October 28, 2026, disclosing a best-efforts offering of up to 35,000,000 common shares at $0.01 each, maximum gross proceeds of $350,000, no underwriter, and a dual-class voting structure leaving Ms. Mujica Chacon with majority control both before and after the offering.