Abits Group Inc Announces Closing of $2.1 Million Registered Direct Offering

Rhea-AI Summary

Abits Group (NASDAQ: ABTS) closed a registered direct offering on February 24, 2026 raising approximately $2.1 million by selling 792,452 Ordinary Shares or pre-funded warrants at a price of $2.65 per Ordinary Share (or $2.64999 per pre-funded warrant).

According to the company, aggregate gross proceeds were ~ $2.1 million, the offering was priced at market under Nasdaq rules, and net proceeds are expected to be used for general corporate purposes and working capital. Aegis Capital acted as exclusive placement agent.

Positive

• Raised approximately $2.1 million gross proceeds
• Sale included 792,452 Ordinary Shares or pre-funded warrants
• Pre-funded warrants are immediately exercisable

Negative

• Issuance of 792,452 shares increases outstanding share count
• Proceeds designated for general corporate purposes without project-specific allocation

News Market Reaction – ABTS

-4.75%

11 alerts

-4.75% News Effect

+17.9% Peak Tracked

-11.8% Trough Tracked

-$390K Valuation Impact

$8M Market Cap

0.0x Rel. Volume

On the day this news was published, ABTS declined 4.75%, reflecting a moderate negative market reaction. Argus tracked a peak move of +17.9% during that session. Argus tracked a trough of -11.8% from its starting point during tracking. Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $390K from the company's valuation, bringing the market cap to $8M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Registered direct size: $2.1 million Securities offered: 792,452 shares or Pre-Funded Warrants Offering price per share: $2.65 +5 more

8 metrics

Registered direct size $2.1 million Aggregate gross proceeds from offering

Securities offered 792,452 shares or Pre-Funded Warrants Total Ordinary Shares or Pre-Funded Warrants sold

Offering price per share $2.65 Price per Ordinary Share in registered direct

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

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

Net proceeds $1.65 million Expected net proceeds per 424B5 filing

Shares pre-offering 2,369,995 shares Ordinary shares outstanding as of Feb 22, 2026

Shares post-offering 3,162,447 shares Ordinary shares immediately after offering

Market Reality Check

Price: $2.78 Vol: Volume 786,566 is 0.39x t...

low vol

$2.78 Last Close

Volume Volume 786,566 is 0.39x the 20-day average of 2,026,133, indicating lighter-than-usual trading. low

Technical Shares at $2.92 are trading below the $5.15 200-day moving average and far under the $10.86 52-week high.

Peers on Argus

ABTS fell 20.91% while close peers showed mixed moves (e.g., ZBAI up 5.26%, GSIW...

2 Up 1 Down

ABTS fell 20.91% while close peers showed mixed moves (e.g., ZBAI up 5.26%, GSIW down 6.43%), pointing to a stock-specific reaction to the offering.

Previous Offering Reports

1 past event · Latest: Feb 23 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Feb 23	Registered direct offering	Negative	-20.9%	Announced $2.1M registered direct offering of shares and pre-funded warrants.

Pattern Detected

The prior offering announcement triggered a sharp decline, and today’s closing announcement coincides with a similarly negative move, suggesting offerings have pressured the stock.

Recent Company History

This announcement closes the registered direct offering first disclosed on Feb 23, 2026, when ABTS outlined a $2.1M deal for 792,452 shares or pre-funded warrants at $2.65. That earlier news saw a -20.91% reaction. Today’s closing confirms those terms and funding use for general corporate purposes and working capital, reinforcing a pattern where equity offerings have coincided with substantial single-day declines.

Historical Comparison

-20.9% avg move · In the past year, ABTS had 1 prior offering-related headline with an average move of -20.91%. Today’...

offering

-20.9%

Average Historical Move offering

In the past year, ABTS had 1 prior offering-related headline with an average move of -20.91%. Today’s -20.91% reaction to the closing tracks that pattern closely.

This event moves the February 23, 2026 registered direct offering from announcement to formal closing on the agreed terms.

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 securities, enabling ABTS to issue ordinary shares, preferred shares, debt, warrants, rights and units in multiple offerings. The current 424B5 for 792,452 shares and/or pre-funded warrants represents one usage of this shelf.

Market Pulse Summary

This announcement finalizes a previously disclosed registered direct offering of about $2.1M, issuin...

Analysis

This announcement finalizes a previously disclosed registered direct offering of about $2.1M, issuing 792,452 Ordinary Shares or pre-funded warrants at $2.65. Net proceeds of roughly $1.65M are earmarked for general corporate purposes and working capital. The deal draws on a Form F-3 shelf registering up to $100M of securities. Investors may focus on how the capital is deployed and the updated share count of 3,162,447 following the transaction.

Key Terms

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

6 terms

registered direct offering financial

"announced the closing of the previously announced 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

"offering with institutional investors of approximately $2.1 million of Ordinary Shares and pre-funded warrants"

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 (No. 333-284387)"

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

"effective shelf registration statement on Form F-3 (No. 333-284387)"

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 of the offering"

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. 24, 2026 (GLOBE NEWSWIRE) -- Abits Group Inc (NASDAQ: ABTS) (the “Company”), a new generation digital center with inhouse bitcoin mining operations, today announced the closing of the previously announced registered direct offering with institutional investors of approximately $2.1 million of Ordinary Shares and pre-funded warrants at a price of $2.65 per Ordinary Share. The entire transaction was priced at the market under Nasdaq rules.

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

Aggregate gross proceeds to the Company were approximately $2.1 million. The transaction closed on February 24, 2026. 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. acted as exclusive placement agent for the offering. Kaufman & Canoles, P.C. acted as U.S. counsel to the Company. Lucosky Brookman LLP acted as U.S. counsel to Aegis Capital Corp.

The registered direct offering was 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 offering were filed with the SEC and are 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.

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 24, 2026?

Abits Group announced the closing of a registered direct offering raising about $2.1 million. According to the company, the transaction sold 792,452 Ordinary Shares or pre-funded warrants at $2.65 per share and closed on February 24, 2026.

How many shares or pre-funded warrants did ABTS sell and at what price?

ABTS sold 792,452 Ordinary Shares or pre-funded warrants at $2.65 per share. According to the company, the pre-funded warrants were priced at $2.64999 and are immediately exercisable with a $0.00001 exercise price.

How does Abits Group (ABTS) plan to use the proceeds from the $2.1M offering?

The company expects to use net proceeds for general corporate purposes and working capital. According to the company, the funds will be combined with existing cash to support ongoing operations and liquidity needs.

What are the exercise terms of the pre-funded warrants in the ABTS offering?

The pre-funded warrants are immediately exercisable and carry a $0.00001 exercise price per warrant. According to the company, each pre-funded warrant was priced at $2.64999, equal to the offering price minus the de minimis exercise price.

Who acted as placement agent for Abits Group's registered direct offering (ABTS)?

Aegis Capital acted as the exclusive placement agent for the offering. According to the company, Aegis Capital Corp. handled syndication and investor placement for the transaction that closed February 24, 2026.