Antelope Enterprise Holdings Limited Announces Closing of $6.0 Million Convertible Promissory Notes Offering

AEHL raises approximately $6 million via 8% convertible notes with discounted VWAP-based conversion and multiple dilution and ownership limits.

Rhea-AI Summary

Antelope Enterprise Holdings (AEHL) closed a $6.0 million offering of 8.00% convertible promissory notes to an accredited investor as of September 16, 2026.

The company received approximately $5.965 million in net proceeds after estimated expenses. The note bears 8.00% annual cash interest accruing from September 10, 2026, has no fixed maturity date, and is convertible at the holder’s option into Class A ordinary shares any time on or after that date. The conversion price equals 80% of the lowest daily VWAP over the three trading days ending on the conversion date. Conversions are limited by the Nasdaq 19.99% issuance cap, a 9.99% beneficial ownership cap, and a 12,000,000-share registration cap on conversion shares. Any conversion shares above the registration cap will be issued as restricted securities.

Positive

• $6.0 million principal raised via convertible note, with $5.965 million net proceeds
• Cash interest rate fixed at 8.00% per annum
• No fixed maturity date may ease near-term refinancing pressure compared with term debt

Negative

• Conversion price set at 80% of lowest 3-day VWAP, implying discounted equity issuance
• Potential dilution capped but still up to 12,000,000 registered conversion shares
• No fixed maturity date leaves an ongoing convertible overhang on the capital structure

Market Context

The $6.0 million closing completed the note priced on Sep 11, when AEHL rose 2.36% over 24 hours; th...

Analysis

The $6.0 million closing completed the note priced on Sep 11, when AEHL rose 2.36% over 24 hours; the stock was already down 14.99% before this release, while current data showed high short positioning.

Key Figures

Principal Amount: $6.0 million Net Proceeds: $5.965 million Interest Rate: 8.00% per annum +4 more

Principal Amount

$6.0 million

Convertible promissory notes offering

Net Proceeds

$5.965 million

After estimated offering expenses

Interest Rate

8.00% per annum

Cash interest accruing from September 10, 2026

Conversion Price

80% of lowest daily VWAP

Three trading days ending on the conversion date

Nasdaq Issuance Cap

19.99%

Nasdaq Listing Rule 5635

Beneficial Ownership Limitation

9.99%

Holder and affiliates after conversion

Conversion Shares Registration Cap

12,000,000 shares

Ordinary shares issuable upon conversion

Historical Context

1 past event · Latest: Sep 11

1 event

1. Sep 11

   Convertible note pricing

   24h Move

   +2.4%

   Pricing of the same $6.0 million convertible note with 8.00% cash interest

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible promissory notes, vwap, nasdaq listing rule 5635, form f-3

4 terms

convertible promissory notes financial

"offering of 8.00% convertible promissory notes in an aggregate principal amount"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

vwap technical

"80% of the lowest daily volume-weighted average price (VWAP)"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

nasdaq listing rule 5635 regulatory

"the Nasdaq 19.99% issuance cap under Nasdaq Listing Rule 5635"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

form f-3 regulatory

"pursuant to a "shelf" registration statement on Form F-3"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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New York, New York, Sept. 16, 2026 (GLOBE NEWSWIRE) -- Antelope Enterprise Holdings Limited (NASDAQ Capital Market: AEHL) (“Antelope Enterprise”, “AEHL” or the “Company”), which provides livestreaming ecommerce services, business management and information systems consulting services in China, today announced the closing of its previously announced offering of 8.00% convertible promissory notes in an aggregate principal amount of $6.0 million (the “Note”) to an accredited investor.

The Company received net proceeds from the offering of the Note of approximately $5.965 million, after deducting estimated offering expenses.

The Note bears interest at a rate of 8.00% per annum, which accrues from September 10, 2026 until the Note is paid in full, and is payable in cash. The Note has no fixed maturity date and the Note in full or in any portion is convertible into the Company's Class A ordinary shares, no par value per share, at the option of the holder at any time on or after September 10, 2026. The conversion price is equal to 80% of the lowest daily volume-weighted average price (VWAP) of the ordinary shares on the Nasdaq Capital Market during the three trading days ending on and including the applicable conversion date.

Conversions of the Note are subject to both (i) the Nasdaq 19.99% issuance cap under Nasdaq Listing Rule 5635 and (ii) a strict beneficial ownership limitation, meaning the holder will not have the right to convert any portion of the Note if, immediately following such conversion, the holder and its affiliates would beneficially own in excess of 9.99% of the Company's issued and outstanding ordinary shares. Additionally, the ordinary shares issuable upon conversion of the Note are subject to a Conversion Shares Registration Cap of 12,000,000 shares.

The Notes were offered pursuant to a "shelf" registration statement on Form F-3 (File No. 333-295047), that was previously filed by the Company and became effective under the rules of the Securities and Exchange Commission (the "SEC") on May 5, 2026. A prospectus supplement relating to the Offering was filed with the SEC and was available on the website of the SEC at www.sec.gov. Before investing in the Offering, you should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC, which provide more information about the Company and the Offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. Any unregistered conversion shares issued in excess of the registration cap will constitute "restricted securities" under the Securities Act of 1933, as amended, and may not be offered, sold, or otherwise transferred absent an effective registration statement or an available exemption from registration.

About Antelope Enterprise Holdings Limited

Antelope Enterprise Holdings Limited (“Antelope Enterprise”, “AEHL” or the “Company”) engages holds a 51% ownership position in Hainan Kylin Cloud Services Technology Co. Ltd (“Kylin Cloud”), which operates a livestreaming e-commerce business in China. For more information, please visit our website at https://aehltd.com.

Safe Harbor Statement

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, without limitation, future Bitcoin market performance and developments in the Bitcoin industry, our ability to regain customers lost resulting in a decline in our revenues, the continued stable macroeconomic environment in the PRC, the consumer and technology sectors continuing to exhibit sound long-term fundamentals, our ability to continue as a going concern, our ability to raise capital to meet our capital needs, and our ability to continue to grow our business management, information system consulting, and online social commerce and live streaming business. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 6-K for the year ended March 31, 2026 and otherwise in our SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

Contact Information:
Antelope Enterprise Holdings Limited
Xiaoying Song, Chief Financial Officer
info@aehltd.com

WFS Investor Relations Inc.
Email: services@wfsir.com
+1 628 283 9214

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How is the conversion price of AEHL’s convertible note determined?

The conversion price for the note is equal to 80% of the lowest daily volume-weighted average price (VWAP) of AEHL’s ordinary shares on the Nasdaq Capital Market during the three trading days ending on and including the applicable conversion date.

What limits apply to conversions of the AEHL note?

Conversions are constrained by three limits: (i) the Nasdaq 19.99% issuance cap under Nasdaq Listing Rule 5635, (ii) a 9.99% beneficial ownership limitation so the holder and its affiliates cannot exceed 9.99% ownership immediately after any conversion, and (iii) a Conversion Shares Registration Cap of 12,000,000 shares for registered conversion shares.

What happens if AEHL issues conversion shares above the 12,000,000 registration cap?

Any ordinary shares issued upon conversion of the note in excess of the 12,000,000-share Conversion Shares Registration Cap will be issued as “restricted securities” under the Securities Act of 1933 and may not be offered, sold, or transferred without an effective registration statement or an available registration exemption.

When does interest on the AEHL convertible note start accruing and how is it paid?

Interest on the note accrues at 8.00% per annum from September 10, 2026 until the note is paid in full, and interest is payable in cash.

Through what regulatory filing was the AEHL note offering made?

The notes were offered under a shelf registration statement on Form F-3 (File No. 333-295047), which became effective on May 5, 2026, and a related prospectus supplement filed with the U.S. Securities and Exchange Commission.