On August 18, 2026, Singularity Future Technology Ltd. (the "Company") entered into certain securities purchase agreement (the "First Purchase Agreement") with certain non-affiliated institutional investor (the "Purchaser") pursuant to which the Company agreed to sell 340,000 shares of its common stock, no par value each ("Common Stock") and pre-funded warrants to purchase 260,000 shares (the "Pre-Funded Warrants") in a registered direct offering (the "First Offering"), for the gross proceeds of approximately $1.8 million, before placement-agent fees and offering expenses. The purchase price for each share of Common Stock was $3.00 per share. The purchase price for each Pre-Funded Warrant was $2.999, with an exercise price of $0.001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The First Purchase Agreement also granted the Purchaser the right to purchase, through September 18, 2026, up to an additional 100% of the number of shares of Common Stock and/or Pre-Funded Warrants purchased at the initial closing at the same purchase price (the "Additional Allocation Right"). In connection with the Second Offering described below, the Company and the Purchaser agreed to terminate the Additional Allocation Right.
The First Offering has been registered under the Securities Act of 1933 (the "Securities Act") pursuant to the Company’s shelf registration stated on Form S-3 (Registration No. 333-282006), as amended (the "Form S-3"), supplemented by the prospectus supplement dated August 18, 2026.
On August 20, 2026, the Company entered into certain securities purchase agreements (the "Second Purchase Agreement" and, together with the First Purchase Agreement, the "Purchase Agreements") with certain non-affiliated institutional investors (the "Second Purchasers") pursuant to which the Company agreed to sell 451,250 shares of Common Stock and Pre-Funded Warrants to purchase up to 1,111,250 shares of Common Stock in a registered direct offering (the "Second Offering" and, together with the First Offering, the "Offerings"), for gross proceeds of approximately $5.0 million. The purchase price for each share of Common Stock was $3.20. The purchase price for each Pre-Funded Warrant was $3.199, with an exercise price of $0.001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
Login to comment