Abits Group Inc Announces $2.1 Million Registered Direct Offering Priced at the Market Under Nasdaq Rules

Rhea-AI Summary

Abits Group (NASDAQ: ABTS) entered definitive agreements for a $2.1 million registered direct offering of Ordinary Shares and pre-funded warrants priced at market under Nasdaq rules. The offering includes 792,452 Ordinary Shares or pre-funded warrants at a public offering price of $2.65 per share.

The pre-funded warrants are immediately exercisable and reduce the number of Ordinary Shares sold on a one-for-one basis. Closing is expected on or about February 24, 2026, subject to customary conditions; net proceeds will fund general corporate purposes and working capital.

Positive

• Raised approximately $2.1 million in gross proceeds
• Priced at market under Nasdaq rules (no disclosed discount)
• Pre-funded structure allows immediate exercise flexibility

Negative

• Issuance of 792,452 Ordinary Shares/pre-funded warrants will dilute shareholders
• Immediately exercisable pre-funded warrants can increase share count if exercised

Key Figures

Offering size: $2.1 million Ordinary Share price: $2.65 Pre-Funded Warrant price: $2.64999 +5 more

8 metrics

Offering size $2.1 million Registered direct offering gross proceeds

Ordinary Share price $2.65 Public offering price per Ordinary Share

Pre-Funded Warrant price $2.64999 Price per Pre-Funded Warrant

Warrant exercise price $0.00001 Exercise price per Pre-Funded Warrant

Securities offered 792,452 Ordinary Shares or Pre-Funded Warrants in offering

Expected closing date February 24, 2026 Planned closing of registered direct offering

Form F-3 number 333-284387 SEC registration statement for this offering

Form F-3 effective date December 18, 2025 Date SEC declared F-3 effective for offering

Market Reality Check

Price: $3.71 Vol: Volume 38,381,382 is 19.5...

high vol

$3.71 Last Close

Volume Volume 38,381,382 is 19.57x the 20-day average of 1,961,116, indicating unusually heavy trading ahead of this offering. high

Technical Shares at $3.71 are trading below the $5.15 200-day MA, despite a strong 86.49% 24h gain.

Peers on Argus

Momentum data flags a sector move down: ABTS’s scanner direction is down, with p...

2 Down

Momentum data flags a sector move down: ABTS’s scanner direction is down, with peers NCPL and MIGI also down (median move about -5.7%). This contrasts with ABTS’s pre-news gain of 86.49% shown in the price context.

Historical Context

4 past events · Latest: Dec 10 (Positive)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Dec 10	Q3 2025 results	Positive	+1.0%	Improved mining profits and narrowed loss before taxation in Q3 2025.
Nov 24	Annual meeting results	Neutral	+15.7%	Shareholders elected directors and ratified the 2025 auditor at the meeting.
Oct 10	Annual meeting notice	Neutral	-0.2%	Company set date and procedures for the 2025 annual shareholder meeting.
Sep 02	Amended H1 2025 results	Neutral	-4.3%	Amended H1 2025 financials after reverse split and share-count corrections.

Pattern Detected

Recent news items have produced relatively modest price reactions, with no consistent pattern of large moves following operational or governance updates.

Recent Company History

Over the past six months, ABTS news flow has focused on operations, governance and financial reporting. On Sep 2, 2025, amended H1 2025 financials showed revenue of $3.99M and a higher net loss, with a -4.26% price reaction. Q3 2025 results on Dec 10, 2025 highlighted improved mining profits and narrowed losses, with a modest 0.99% move. Governance items around the Nov 21, 2025 annual meeting produced limited market impact. Against this backdrop, today’s capital raise represents a new financing step rather than an operational update.

Regulatory & Risk Context

Active S-3 Shelf · $100,000,000

Shelf Active

Active S-3 Shelf Registration 2025-12-01

$100,000,000 registered capacity

An effective Form F-3/A shelf dated Dec 1, 2025 registers up to $100,000,000 of various securities, giving ABTS flexibility to issue ordinary shares, preferred shares, debt, warrants, rights and units in future offerings via prospectus supplements.

Market Pulse Summary

This announcement details a $2.1 million registered direct offering of 792,452 Ordinary Shares or pr...

Analysis

This announcement details a $2.1 million registered direct offering of 792,452 Ordinary Shares or pre-funded warrants at $2.65 per share, made under an effective Form F-3. The structure introduces additional shares at a very low warrant exercise price of $0.00001, which is dilutive. Investors may track future prospectus supplements and any subsequent takedowns from the $100,000,000 shelf, alongside operational updates from ABTS’s bitcoin mining and data center business.

Key Terms

registered direct offering, pre-funded warrants, exercise price, shelf registration statement, +2 more

6 terms

registered direct offering financial

"entered into definitive agreements in a registered direct offering with institutional investors"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"Ordinary Shares and pre-funded warrants at a price of $2.65 per Ordinary Share"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

exercise price financial

"minus an exercise price of $0.00001 per Pre-Funded Warrant"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"registration statement on Form F-3 (No. 333-284387) previously filed with the U.S."

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

HONG KONG, Feb. 23, 2026 (GLOBE NEWSWIRE) -- Abits Group Inc (NASDAQ: ABTS) (the “Company”), a new generation digital center with inhouse bitcoin mining operations, today announced that it has entered into definitive agreements in a registered direct offering with institutional investors for the purchase and sale of approximately $2.1 million of Ordinary Shares and pre-funded warrants at a price of $2.65 per Ordinary Share. The entire transaction has been priced at the market under Nasdaq rules.

The offering consisted of the sale of 792,452 Ordinary Shares or Pre-Funded Warrants. The public offering price per Ordinary Share is $2.65 (or $2.64999 for each Pre-Funded Warrant, which is equal to the public offering price per Ordinary Share to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant sold in the offering, the number of Ordinary Shares in the offering will be decreased on a one-for-one basis.

Aggregate gross proceeds to the Company are expected to be approximately $2.1 million. The transaction is expected to close on or about February 24, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. is acting as exclusive placement agent for the offering. Kaufman & Canoles, P.C. is acting as U.S. counsel to the Company. Lucosky Brookman LLP is acting as U.S. counsel to Aegis Capital Corp.

The registered direct offering is being made pursuant to an effective shelf registration statement on Form F-3 (No. 333-284387) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on December 18, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Abits Group Inc

ABITS GROUP INC. (NASDAQ: ABTS) a BVI-incorporated company, operates a new generation data center in Tennessee through its U.S. subsidiary, Abit USA, Inc., which has self-mining bitcoin operations and colocation hosting services.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

For further information, please contact:
Abits Group Inc
Investor Relations
ir@abitgrp.com

FAQ

What did Abits Group (ABTS) announce on February 23, 2026 about a financing?

The company announced a registered direct offering expected to raise about $2.1 million. According to the company, the offering consists of Ordinary Shares and pre-funded warrants priced at $2.65 per Ordinary Share and is expected to close on or about February 24, 2026.

How many shares and what price did ABTS sell in the registered direct offering?

ABTS offered 792,452 Ordinary Shares or pre-funded warrants at a public price of $2.65 per Ordinary Share. According to the company, each pre-funded warrant is priced at $2.64999 and has an exercise price of $0.00001.

When will the ABTS registered direct offering close and what conditions apply?

The transaction is expected to close on or about February 24, 2026, subject to customary closing conditions. According to the company, completion depends on satisfaction of those customary conditions and final documentation.

How does ABTS plan to use the net proceeds from the $2.1 million offering?

ABTS expects to use net proceeds together with existing cash for general corporate purposes and working capital. According to the company, no more specific allocations or projects were disclosed in the announcement.

What are pre-funded warrants in the ABTS offering and how do they affect shareholders?

Pre-funded warrants allow purchasers to effectively buy shares while minimizing immediate tax or ownership limits; they are immediately exercisable. According to the company, each pre-funded warrant reduces the number of Ordinary Shares sold on a one-for-one basis until exercised in full.